Handbook - Governance_&

SURBITON COURT FLATS 1-69 HANDBOOK

Governance and Operations

As explained at the beginning of the "Introduction" page, everyone who owns a flat in Surbiton Court is automatically a Member of SCRA Ltd. Paid-up members are entitled to attend and vote at the Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs).

The conduct and powers of the AGM are governed in turn by SCRA's Memorandum & Articles of Association that were put in place when the company was formed in 1964. The Articles specify, among other things:

1. Attending and Voting

The Right to Attend

Article 10 — Notice of AGM must be given to all persons entitled to receive it.
Article 71(a) — Every member is entitled to receive notice of general meetings.

The Right to Vote

Article 23 — “Every Member shall have one vote.”

There are no exceptions other than non‑payment of money owed:

Article 71(a) — Every member is entitled to receive notice of general meetings.

By law, no "rules" introduced by SCRA Ltd can add to or change this.

2. AGM votes are binding on the board — but only for matters reserved to members

Binding resolutions
The Articles make it clear that resolutions passed at a general meeting are binding:

Article 18 — Resolutions are decided by show of hands unless a poll is demanded.
Article 19 — The result of a poll “shall be deemed to be the resolution of the Meeting.”
Article 22 — Written resolutions signed by all members are equally valid.

These are binding decisions of the company.

Matters members control
However, the Articles give members specific powers:
Appointment and removal of directors

Articles 43–51 — Members elect directors, remove directors, and fill vacancies.

Approval of accounts

Article 12 — Considering accounts and reports is ordinary AGM business.

Changing the number of directors

Article 48 — Members may increase or reduce the number of directors.

These are binding on the board.

3. The board controls day‑to‑day management, not the members
This is set out in the governance clause:

Article 37
“The business of the Company shall be managed by the Directors… who may exercise all such powers of the Company as are not required to be exercised by the Company in General Meeting.”
This means:

Members cannot force the board to adopt a particular contractor, budget, repair plan, or policy.
Members can only exercise powers explicitly given to them in the Articles or the Companies Act.

So AGM votes on operational matters are advisory only, unless the Articles say otherwise.

4. The landlord’s “rules and regulations” cannot change company governance
The following is not stated in the Articles, but comes from company law.
(In our case, SCRA Ltd is "The LandLord". The elected directors operate on behalf of SCRA Ltd.)

Only the Articles of Association and the Companies Act determine voting rights and governance
A lease clause cannot amend the Articles
Only a special resolution of the members can amend the Articles

Therefore:

A landlord cannot create voting rights
A landlord cannot remove voting rights.
A landlord cannot make AGM votes binding or non‑binding.
A landlord cannot change who is a member.

In conclusion, AGM votes on operational matters are advisory only, unless the Articles say otherwise.