Management Company - interpretation of Memorandum of association

[pewe]

Background:
Our estate (built 2017) has a Management Company which is responsible for upkeep of the estate etc and all home owners on the estate are 'members' of the said company.
5 of the home owners were appointed as Directors to 'run' the company.

As is usually the case in situations such as this, not all members attend the AGM or EGM's.
At one of the EGM's the Directors called for a vote on a particular matter. When the vote was called for I felt that the decision was important enough to openly ask that further information should be supplied to all members in writing, and that all members then be given the opportunity to vote.

The response to my request from the chair, supported by a couple of attending members, was that "if people cannot be bothered to come to the meeting, they have given up their write to vote".

In the Management Company Memorandum of Articles it states

===================================
16. VOTES OF MEMBERS
16.1 A resolution put to vote at a general meeting shall be decided on a show of hands
unless a poll is demanded.

16.2 Where a poll is demanded each member shall have one vote.
===================================

Should the Chair of the meeting have taken my request as a request for a poll, or was he entitled to respond the way he did because I did not use the words 'I demand a poll'.

[Scot22]

What was the subject for the vote ? Directors run the Company so perhaps didn't need a members vote. There should have been prior notification and members can use a trusted proxy to vote on their behaif.

[pewe]

The subject was the sacking of an independent Estate Management Company who had been engaged to administer the affairs (such as collecting management fees, obtaining insurance quotes, organising gardening contractors etc) and appoint an alternative organisation. An invitation to the meeting was sent out to all members which outlined some background details and a recommendation from the directors - but it turned out at the meeting that the information that had been sent out was incomplete and therefore incorrect. When a vote was called I asked that the full details be sent to all members along with a voting form so an informed decision could be made by all members once all the correct information had been presented..

[Scot22]

I am 100% with you and have experienced similar. With enough support you can call an E.G.M as a shareholder to hold directors to account. Directors run the Company but shareholders own it. Was a proxy form sent out ?
It is a demanding task but worthwhile to ensure proper running of Company.
From another perspective, does apathy reign,, not unusual ? Are those running the Company frustrated by lack of interest, support. Been there as well !

[pewe]

Proxy form - no
Apathy - yes.
But the Directors thrive on it because of 58 home owners (members/shareholders) only about 18 (20 max) turn up of which 5 are Directors, 6 are their mates and maybe 6 of the others just go along with whatever.