The Wood A.G.M.

woodser

Have to say I agree with woodcutter I have been doing some research over the past few days any estate in Charlesland will take years to be taken over by the council .The spine road would have to go first before anyone else can be taken over as per the lease agreement . It provides access to each estate and the council cannot take in charge an estate that it has not taken in charge the access to.Source -Mr Sweetman legal advisor to W.C.C.
The residents taking over from the developer at this stage could have serious consequences financially for each resident in an estate .
An estate in North West dublin which I have been asked not to name as the developer has won a litigation case against residents has just seen each household been levied 8000 euros for works on common areas and sewers to bring it up to standard for the council to take over.
The residents allowed the developer to hand it back to them four years ago thus absolving him of all responsibility for it and taking on the liability themselves.The best legal advice I have got and advice from W.C.C. over the past few days is not to allow the developer to hand back the management co. to the residents before the council take over.
This is best practice --unless each resident in the wood want to pay an €8000 to 10000 levy to put the place right in the future .All other management cos. in charlesland should be made aware of this too.As it has transpired that all of us have almost identical lease agreements.Covenants and deeds of easement.
IT looks like the park are already in a precarious situation as they are now resonsible themselves for all future costs without being to legally chase the builder for any flaw of substandard elements in the future.
The management co. there ie the residents are now 100 per cent liable .At least in other estates the builders hold the majority hareholding and are still in the main responsible for any faults or infrastructural flaws that could arise.

daveco23

woodser wrote: »

Have to say I agree with woodcutter I have been doing some research over the past few days any estate in Charlesland will take years to be taken over by the council .The spine road would have to go first before anyone else can be taken over as per the lease agreement . It provides access to each estate and the council cannot take in charge an estate that it has not taken in charge the access to.Source -Mr Sweetman legal advisor to W.C.C.
The residents taking over from the developer at this stage could have serious consequences financially for each resident in an estate .
An estate in North West dublin which I have been asked not to name as the developer has won a litigation case against residents has just seen each household been levied 8000 euros for works on common areas and sewers to bring it up to standard for the council to take over.
The residents allowed the developer to hand it back to them four years ago thus absolving him of all responsibility for it and taking on the liability themselves.The best legal advice I have got and advice from W.C.C. over the past few days is not to allow the developer to hand back the management co. to the residents before the council take over.
This is best practice --unless each resident in the wood want to pay an €8000 to 10000 levy to put the place right in the future .All other management cos. in charlesland should be made aware of this too.As it has transpired that all of us have almost identical lease agreements.Covenants and deeds of easement.
IT looks like the park are already in a precarious situation as they are now resonsible themselves for all future costs without being to legally chase the builder for any flaw of substandard elements in the future.
The management co. there ie the residents are now 100 per cent liable .At least in other estates the builders hold the majority hareholding and are still in the main responsible for any faults or infrastructural flaws that could arise.

At the last Park/grove Mgt Company meeting the builder resigned - am I correct in assuming this now puts park and grove residents into the situation you describe above?

woodcutter

Woodser, you have indeed been busy. A levy such as you have described certainly puts a meagre 400euro service charge into perspective.

daveco23, the situation for the Grove\Park will very much be determined by what exactly transpired at the recent AGM. There is a significant difference between the resignation of the developer from the Board and the formal handing over of the common areas by the developer to the Management Company. The latter is specifically covered by the lease agreement in terms of how and when this can occur.
It would obviously be prudent for one side to ensure that the estate common areas were signed over to the Management Company following the resignation from the Board by the developer.
It would be imperative that any new Board were independently advised, and made aware of the potential consequences of their actions, prior to signing off on such action.

woodser

Correct again woodcutter --I was just assuming that this happened as the developer would relinquish their major shareholding as the directors in the case of the Park/Grove.It depends on whether they signed over the roads and the common areas which I assume they did why else would they sign off as directors if they didnt want to relinquish control of these.Surely the new directors would have checked this and hired their independent legal advice before agreeing to this.They hardly would have accepted it back out without doing this and bringing the liability solely on all the residents.Or would they?

woodcutter

I was just assuming that this happened as the developer would relinquish their major shareholding as the directors in the case of the Park/Grove

The Shareholding and the Directorships control 2 different aspects of the Management Company and are not inextricably linked. Relinquishing one does not automatically result in the other being relinquished.

woodser wrote: »

Surely the new directors would have checked this and hired their independent legal advice before agreeing to this.They hardly would have accepted it back out without doing this and bringing the liability solely on all the residents.

You might well think that. I couldn't possibly comment.

woodser

woodcutter wrote: »

The Shareholding and the Directorships control 2 different aspects of the Management Company and are not inextricably linked. Relinquishing one does not automatically result in the other being relinquished

That is what we need to find out.Will both be relinquished ---or better still can the new directors of the Management company change or have changed the terms of the lease agreements -in the best interests of the residents--I'm currently chasing up this line of enquiry with the law society and so far feedback is quite positive.It could have a major impact on the entire setup and who is responsible for what.Report back in afew days if we have time.Think this should be taken into the realm of p.m.ing woodcutter and anyone else who is interested as things are moving to a lets call it delicate stage where some sharing of information and pooling of rsources is best kept to ourselves from this point on.I think we may be close to a real kaiboshing of some elements of The property management Scene

avantarklu

The 'shareholding' referred to is not such but is a voting entitlement. In the case of the developer, 1000 votes versus 277. Result - total control.
The Woods Articles of Association state that "the developer shall cease to be a member of the company upon completion of the sale of the reversion in the estate to the company under the terms of the management company sale agreement" - i.e. when the common areas are assigned to the management company. As long as the developer remains a member of the company, he maintains his 1,000 voting block and he retains the right to appoint and remove directors. So, until such time as the common areas are handed over, the Developer is stuck with us and us with him (not necessarily a bad thing if woodser has his facts right). I hate to burst your bubble but the kiboshing will have to wait.
As for getting 277 residents to agree to a new lease agreement that satisfies everyones needs, well, best of luck!!. I'm sure your best interests wouldn't tally with everyone elses. All it takes is one resident to say, no, I like the 'no satellite dish' clause. Maybe your friends in the law society smell a nice fee?

woodcutter

Woodser, riddle me this;
If the current Board of Directors are only there in order to retain control, and they are more than capable of achieving this with their current number, why go to the bother of appointing a third puppet director (whose 'Other Directorships' include the development company) on the 22nd of October last?

woodser

You mean Mr Barry Hickey heard about that on the 25th Oct.I believe we shalll meet him in person at the a.g.m. the C.R.O. have been alerted and are updating me daily on any changes should or if they occur -daily. As have the offfice ofe director of consumer affairs and the the office of Director of corporote enforcement i.e. Mr Appelbys office.Woodcutter I have been made aware of your strategy via email .While it has great merit hold off on it for a while until I get counsel from the ODCE

woodcutter

A strategy lacking clear objectives is destined to fail. If the desired goals have not been identified and evaluated first, and alternative outcomes considered, then any successes may be short lived? Some might suggest that the [apparent] situation that the Park & Grove find themselves in is evidence of this.

Charlie-Bravo

woodcutter wrote: »

Some might suggest that the [apparent] situation that the Park & Grove find themselves in is evidence of this.

Elaborate please?

woodcutter

The indication is that the the developer of the Park & Grove may have resigned from the Board of Directors. The [apparent] situation refers to the question over whether the common areas have been handed over by the developer to the Management Company and the consequences of such action for the residents.

Charlie-Bravo

'Tis a good point I suppose. Seeing as were doing pop-quizzes here: how does the overall Charlesland management company fair in all of this? When (and it's gonna happen at some stage whether next year or not) the wood estate is taken in charge by the council what happens legally in respect of this overall management company?!

woodser

A simple answer to your question astrofluff is that it would not affect the overall management co or any management co for that matter as they by legal agreements would have to remain in place for perpetuity.The only effect of the council taking over would be that the utilities would looked after by them.In fact they would have to take over the spine road before takingover the individual estates as the spine road controls all the utilities ie if there was a problem lets say with sewage system under the spine road that affected one of the estates if the council didnt have control of the spine road then they couldn't do any thing about it if they didnt take it over.
On another matter to deal with woodcutters post about not having clearly defined goals and strategy changing the usual format of the top table at an agm could have the wrong reprecussions and let certain people off the hook.

woodcutter

Interesting postulation Woodser. Let’s take a moment to explore it.

The chairman is the regulator of the meeting and must impartially regulate the proceedings and maintain discipline. His duties will include ensuring that the meeting is properly convened and constituted, ensuring that business is taken in the order set out in agenda and no business which is not mentioned in the agenda is taken up unless agreed to by the members. He may exercise his powers of adjournment of the meeting, should he in good faith feel that such a step is necessary. He must exercise his casting vote bonafide in the interest of the company.

Can you identify anyone with an involvement in the Management Company, be they Resident, Committee Member, Agent or Director, who could, nay should be entrusted with that much power?

Last years’ lesson should be a lesson learned.

woodser

Its not for me to nominate anyone.
I hear others and possibly yourself are preparing for that.
Last year was actually an opportunity lost when the pressure was on things could have been pushed a little bit more.
The chair could have been put on the spot a lot more efficiently by saying as agent who had to answer questions he would not be
a)an impartial chair
b) Accounts were not concise
C)minutes ommitted important issues raised the previous year and issues not answered re the same.
d)constant having to refer back to the directors or developers on issues raised on the floor and none of these questions have been annswered to date.
Will they be address at the upcoming A.G.M. or be once again ommitted from the minutes?
These are the issues that should be raised this year as I believe the accounts issue is sorted or is it woodcutter?.
Also residents should be ready for what I believe may be a hand over of directorship and have the pertinent questions ready if not I will.

woodcutter

Of course it is for you to nominate someone – this is your AGM. Maintain the status-quo if you so wish but do not exclude yourself from that process.

Last year was an opportunity lost, more than most realise. I understand that there was plenty of pressure excerpted on the Chair that evening but perhaps in a somewhat disorganised fashion. A strategy, with clear objectives identified and evaluated with alternative outcomes considered, will achieve so much more. No amount of preparation however will affect the possibility of the current Directors stepping down and being replaced, even temporarily. Until such time as the common areas are handed over, the Developer retains the exclusive right to appoint and remove Directors. Nothing in itself would be achieved by such action nor attempting to disrupt it. Don’t get distracted by other issues.

woodser

I think youre going off on a tangent yourself woodcutter first I hear you are planning the strategy as I hinted at earlier then you say you dont want to follow it.
If the directors want to stand down well and good if they want to but under what terms .And what are they handing over and what liability will the new dieectors be taking on on behalf of the residents and b.t.w.the park and grove did have the common areas handed back and not a single person has questioned it or questioned the consequences it on the night.They also have an almost identical lease agreement.Will the wood be put in the same position

woodcutter

Truly fascinating news about the Park & Grove. Even more so if indeed no one questioned it on the night or indeed has questioned it up to this point. If Residents had knowledge of this and knew all the facts would it have been handled differently? Under what circumstances could the Residents now extricate themselves from this situation, I wonder? As I am not familiar with their Lease and it is not identical to any that I am familiar with, I could only speculate.

There are no restrictions on any of the current Directors resigning that position. The resignation of the Board is not inextricably linked with any other event. Even if the incumbents were to take the route suggested, any new appointments would remain under the control of the Developer.

woodser

Now I'm really confused woodcutter -who said anything about resinations of the board or the incumbents position.Do you know what exactly you are talking about .What do you mean not identical leases or familiarity with any you are aware of if you say you havent seen them????

Who mentioned restrictions on Directors resigning but if they signed up as directors and signed off on the handover there may be a question of liability for these actions.

Appointments would not remain under the control of the developer if he relinquished his control of the common areas and directorships along with his 1000 vote share --check before you theorise --chopper

woodcutter

Did I completely miss the point of your earlier post where you raised the possibility of the incumbents resigning ("If the directors want to stand down")

You referred to the Park & Grove lease as being “almost identical”. Do you want to get a legal opinion on the difference between 'identical' and 'almost identical'?

You raised the issue of restrictions on Directors resigning ("If the directors want to stand down well and good if they want to but under what terms")

woodser wrote: »

if they signed up as directors and signed off on the handover there may be a question of liability for these actions.

Appointments would not remain under the control of the developer if he relinquished his control of the common areas and directorships along with his 1000 vote share

Both of the above are different scenarios to those previously raised with more than one event dependent on ‘ifs’ and buts’. If this now reflects the question you meant to ask then what I would suggest is you need to ask the question, how does a Developer, in these circumstances, successfully manage the process of a handover in such a way as to ensure that the transaction is transparent and above reproach.

You have shown in the past a willingness to withdraw remarks which you have subsequently found to have been made in haste. I hope you will give your last comment the same consideration.

woodser

Ok woodcutter I'll withdraw. Any word on agm date not in post today that means 19th is earliest possible of recieving it.If it was dated today as it should. Given 3 weeks notice earliest possible it could be held is Friday 7th.Any earlier is a breach of company law.A meeting on Friday 7th December a disgrace and sniffs of something.If they try this i.e. earlier than 7th they'll have alot more than botched accounts and handovers to worry about.If I get a notice on monday dated earlier this week I'll be resorting to the same course of action --I actually have the company law document"insufficient notice to shareholdersof E.G.M.S /A.G.M.s".

woodcutter

Given that some Residents are experiencing delays with their post (http://www.boards.ie/vbulletin/showthread.php?t=2055170786), it is not inconceivable to suggest that the notice may have already issued and receipt has simply been delayed.

The earliest date could be anytime from today through to the 31st of December. Any notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given. 2 Days plus 21 days notice equals 23 days from date of issue. Now, if you want to head off to the High Court and argue that the date on the top of a notice differs from a postmark date and the postmark date is, for some reason, the more valid date, than by all means go ahead. But to what end? Section 3.2 of the Company’s Articles of Association state “The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.” A defence perhaps, against 277 complaints that timely notice has not been received.

Why put effort into catching out the actions of a body corporate? The victims will only be your fellow neighbour.

woodser

woodcutter wrote: »

Given that some Residents are experiencing delays with their post (http://www.boards.ie/vbulletin/showthread.php?t=2055170786), it is not inconceivable to suggest that the notice may have already issued and receipt has simply been delayed.

The earliest date could be anytime from today through to the 31st of December. Any notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given. 2 Days plus 21 days notice equals 23 days from date of issue. Now, if you want to head off to the High Court and argue that the date on the top of a notice differs from a postmark date and the postmark date is, for some reason, the more valid date, than by all means go ahead. But to what end? Section 3.2 of the Company’s Articles of Association state “The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.” A defence perhaps, against 277 complaints that timely notice has not been received.

Why put effort into catching out the actions of a body corporate? The victims will only be your fellow neighbour.

No need for the high court.I have 4 cases of companies being struck off for the same reason in the last 10 years and Directors being debarred.
The articles of association 3.2 really in this context mean nothing .
Company law states that 3 weeks notice must be given to "all "shareholders by the Directors/Board of Directors and all reasonable effort of them having done so must be pursued.Its not a case of post marks and stamps and dates.
Your quote putsme back in the mind that you may have close links to the body corporate such is the level of disuasion you seem to be pursuing in relation to all critical posts up here of the body Corporate as you wish to call
them.
Again in reference to your final quote why bother.
If we didnt bother then The refunds campaign would have never started the grass would not have been cut the gardens in the duplexes would be wildernesses and half the estate would be in darkness.Thats why bother woodcutter forgive me for thinking you
to be somebody else and I hope that person forgives me for thinking he was you.
Your posts dont merit any response from now on they seem to be just knocking of efforts by residents and neighbours here to see a fair and transparent management company for residents of the area and nudge concerned parties in this direction.You just constantly criticise and this final post and quote shows exactly what you are--worth ignoring

woodcutter

I am just a backroom boy. Any elaboration would simply a distraction to the issues at hand.

What are your objectives in having the Company struck off? What goal will be achieved? What, in comparison, were the objectives behind the refund campaign, or getting the grass cut, or the gardens in the duplexes tended, or resolving the street lighting issues? Unfortunately your expressed desire to see a fair and transparent management company cannot be achieved by having that same company struck off.

I am disappointed that you would seek to question my motives and if I have in the past been critical, perhaps you might consider why. If you would take the time to revisit my previous post and the final quote, you might better understand the direction in which the nudges are intended.

Perhaps you are correct and there is no more to be gained through this forum. Who knows, we may meet some rainy Tuesday night in December and have the opportunity to robustly debate the issues at hand. Fairwell and good luck.

woodser

woodcutter wrote: »

I am just a backroom boy. Any elaboration would simply a distraction to the issues at hand.

What are your objectives in having the Company struck off? What goal will be achieved? What, in comparison, were the objectives behind the refund campaign, or getting the grass cut, or the gardens in the duplexes tended, or resolving the street lighting issues? Unfortunately your expressed desire to see a fair and transparent management company cannot be achieved by having that same company struck off.

I am disappointed that you would seek to question my motives and if I have in the past been critical, perhaps you might consider why. If you would take the time to revisit my previous post and the final quote, you might better understand the direction in which the nudges are intended.

Perhaps you are correct and there is no more to be gained through this forum. Who knows, we may meet some rainy Tuesday night in December and have the opportunity to robustly debate the issues at hand. Fairwell and good luck.

I'm not interested in having the company struck off just in sending a loud and clear message that the carry on we have seen for the last 3 years will no longer be tolerated and basic standards must be set down and adhered to.
Not the case heretofore when something is brought to the attention of the party six or 12 months later nothing is done or there is no record even though it was personally discussed with that party who has got serious amnesia six months later.Up to now they have pursued their course of action from now on every thing that is done will be challenged and counter challenged.

woodser

woodser wrote: »

I'm not interested in having the company struck off just in sending a loud and clear message that the carry on we have seen for the last 3 years will no longer be tolerated and basic standards must be set down and adhered to.
Not the case heretofore when something is brought to the attention of the party six or 12 months later nothing is done or there is no record even though it was personally discussed with that party who has got serious amnesia six months later.Up to now they have pursued their course of action from now on every thing that is done will be challenged and counter challenged.Wait a minute whats this about a Tuesday night The Agents had no date or day when i called them this morning that is unless you are the agent

Charlie-Bravo

woodcutter wrote: »

Given that some Residents are experiencing delays with their post (http://www.boards.ie/vbulletin/showthread.php?t=2055170786), it is not inconceivable to suggest that the notice may have already issued and receipt has simply been delayed.

Yes but it just seems to be affecting the Grove and Park, The Wood - we have an impecable postal service (touch wood). Dated letters, date stamps or whatever it will be checked and nothing left unquestioned.

woodcutter

The notice that has issued states the date for the AGM is Tuesday the 4th of December, at 7.00pm in Charlesland Golf Club.

In order to allow the meeting to progress in an orderly and timely manner, it is essential that you forward to this office not later than close of business Monday the 26th of November any financial queries that you may have pertaining to the enclosed accounts or any other points you wish to raise under 'Any Other Business' and please forward those queries to the office of Wyse Property Management Limited, 94 Lower Baggot Street, Dublin2.

Queries not received prior to the meeting may not be addressed on the night due to time constraints.

woodser

As I thought but baiting works both ways.Thanks for all the opinion and argument it has given me and those working for and with me a great insight into whats going on in the wood from your perspective and prepared us well for the 4th.See you there but not in the capacity you think.Also good to see the post is on time in Charlesland wood.One day from Baggot St to Greystones That was efficient and well timed.