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Decisions by Directors

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  • Decisions by Directors

    My question concerns the decision making process where the freehold is owned by a limited company (registered at Companies House). The elected directors are the landlord.

    1. Are the directors required to make decisions at formal board meetings - where the time, date, venue and decisions are recorded in the minutes of the meetings, or can directors simple have a chat on the stairs and make decisions that impact on leaseholders?

    I recently contacted the Managing Agents of the building where I live to complain that one of the directors had told me that it had been decided to proceed with an expensive project but that she had not given support or even been informed that the project was to go ahead. The Managing Agent said: "The decision ... was taken by the directors several years ago."

    Only one of the existing team of four directors was a director at the time. The other directors (whom we are told had given the go ahead to spend on a project) have moved and are no longer leaseholders. There is no record of a board meeting having been held to discus the project or give the go ahead. The one director from that period says a decision was made so everyone had to like it or lump it!

    2. If a decision has in fact been made in the past (but has not been acted on) is there a time limit on the validity of the decision?

    It appears to me that one of our directors leads the rest by the nose and calls all the shots. It is like being ruled by a kangaroo court.