Removing a director from a board???

[Mark300zx]

I am a director on a board set up to help manage a private residential estate and all was well up to now, there is an elderly director who is acting very bizarrely and I think it is the start of a type of dementia. She has upset several of the residents and the other directors voted her off the board, but the managing agents have informed us she can only be voted off by 75% of the residents, any advice?

[Mark300zx]

Stay in Bed Instead said:

What does the Memorandum and Articles of Association state?

I'm guessing each property has one share in the Ltd, and the agreement of 75% of the shareholders is required.

Trying to get a copy of the above, but from what you are saying this sounds correct!

[Mark300zx]

Stay in Bed Instead said:

It might be available on Companies House website.

Thanks, it looks like you are correct, do you have any knowledge of any workarounds for this?

[Mark300zx]

Thanks for the replies, a potential solution has been proposed and that is setting up sub-committees to remove that person from the scenario and involving her in just one or two meetings a year?

[Mark300zx]

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[Mark300zx]

This is all happening in the last couple of days, no they don't know they have been voted off and the board may have to ignore that vote and realise that it can't be done!

[Mark300zx]

RonaldMcDonaldAteMyCat said:

Why are the board being asked to vote on something without making one of the directors aware? There are going to be statutory or article driven procedures you must follow to have a binding vote on a matter.

From the outside this is beginning to sound like it's out of order.

Out of order in what context?

[Mark300zx]

Fair enough, but the reality is everyone thinks they have lost their mental capacity for logic/reasonable behaviour, how long does a board have to entertain this behaviour, until a Dr diagnoses them?