You will need to consult the articles of association to find out what procedure is mentioned for holding meetings, If the proper procedure has been followed by the directors then it may be difficult for you to challenge their decision.
The directors as officers of the company act in an executive capacity and owe a duty of care to the members. It is a question of fact as to whether the directors are in breach of that duty of care when they do not pay regard to the concerns of the members of the company. The Leasehold Advisory Service provides very limited company law advice, and we strongly recommend that you get specialist advice regarding the action you could take. You can find a solicitor through the Law Society.
It is important to note that taking legal action can be expensive and time-consuming, so it should be considered a last resort. You may also want to consider speaking to other shareholders to see if they are experiencing similar issues and whether you can work together to resolve them.
You could also consult the articles of association to see what procedure it contains for having someone else go to the meeting on your behalf, as a proxy.
More information you might find useful;
- The company directors have resigned. What happens now?
- The company directors have not called an Annual General Meeting (AGM), so the annual renewal of director appointment has not been verified. Can they still be directors and what should we do to fix the problem?
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