Voluntary external director

Greyfriars Court in Lewes is a retirement community consisting of 42 privately-owned flats. It is a non-profit-making enterprise set up as a limited company, with one share allocated to the owners of each of the flats. Under the Articles of Association, the Board of Directors should have no fewer than four and no more than seven directors; up to two of these can be "Non-Qualified Directors", which just means that they are not shareholders in Greyfriars Court Ltd. At present we have only four Directors on the Board; although our quorum is two, we very much need more Board members, to allow some leeway in terms of numbers.

Since all Owners have to be over pensionable age, and most of us are very much older than that, the turnover of Directors is fairly rapid, and it is not unusual for Directors to serve less than two years before age or failing health leads to their standing down. This can result in a serious lack of continuity in the work of the Board. In addition, we do not have expertise in the crucial fields of management, finance or human resources. For this reason, we are looking for one or two external directors to assist the Board and provide a degree of continuity from year to year.

The Board meets every quarter, and also has occasional ad hoc meetings whenever it is necessary to decide on something which cannot wait for the quarterly meeting. (Informal discussions between Directors can, and do, take place at any time, but these meetings cannot make formal decisions.) There is also the Annual General Meeting in September, and an Owners Forum around three weeks after each Board Meeting where the proceedings of that meeting are explained to, and discussed by, the Owners/shareholders. It is rare for any of these meetings to last for more than an hour.

The procedure for appointing Directors can be by co-option at any Board Meeting, or by election at the AGM. Any Director who is co-opted during the year needs to stand for election at the AGM, as do one-third of the Board. This is exactly the same whether the Director is an Owner or a Non-Qualified Director; once in office, there is no distinction made between either type of Director.

The role of Non-Qualified Director is completely voluntary; we do not have a budget head for payment even of expenses. So what we are hoping for is somebody comparatively local, probably recently retired but who wishes to make use of their accumulated experience by advising and assisting the Board.