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Is there anything that might officially restrict a board of directors of a 1960 company title block of more than 20 units in Sydney taking an agenda to an AGM that asks shareholders to consider paying directors for serving on the Board?
As shareholders we are already paying for ‘strata management’ fees by a company specifically taken on to reduce the workload on directors.
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Your company title is a company, which means its rules are set by it specific “articles” and by company law.
There’s nothing to stop anyone proposing anything at an AGM, but then there’s nothing to stop you or anyone else from proposing amendments.
The first one that springs to mind would be that the Board sets an hourly rate for the work and the directors who wish to be paid have to claim the money and the time for specific tasks.
I would also propose that those chargeable tasks be identified and established. Reading emails, no; writing emails, perhaps. Board meetings, yes, travel time, no – that kind of thing.
I would also propose that the directors who want to be paid go away and and come back with a proper business model for this at the next AGM (otherwise they’re just raiding the biscuit tin).
In other words, if they want to run the building like a business, they’d better put some business-like protocols in place.
Oh, and what are the managing agent’s duties while they are doing all this work? That also needs to be addressed.
The opinions offered in these Forum posts and replies are not intended to be taken as legal advice. Readers with serious issues should consult experienced strata lawyers.
Well those shareholders who are not in favour of the agenda item can simply not vote that way at the next AGM, and encourage others to vote the same via discussion, so that a majority vote against the motion is obtained. After all, it is shareholder money that is going to fund the payments to the Board members and no other owners are going to want to do that on top of levy payments and payments to the managing agents, are they?
How are your directors voted in? If it is some sort of informal self nomination process, or a more formal nomination, seconding and voting by shareholders? Either way, these positions are, to my knowledge, unpaid voluntary responsibilities and if directors are not prepared to take office on that basis, then they can withdraw from the Board and others be voted in their place.
Unfortunately, in many company title buildings, those who want to be on the board are entitled power hungry manipulators who want to rule the roost and need to be quashed.
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