BY SAM ALFAN.
The High Court has stopped an Annual General Meeting (AGM) for Nairobi Hospital, which was scheduled for Friday, September 27.
Justice Peter Mulwa stopped the AGM dashing the hopes of more than 400 members of the Kenya Hospital Association (KHA), who had already booked a hotel for the meeting.
And in a new twist, the members through lawyer Amanya Cohen (Ahmednasir Abdullahi law firm), Ochieng Odour and Bwire Wanjala sought the lifting of the injunction saying that the board, which stopped the AGM, did withheld material facts from the court.
“The matter is extremely urgent, and cannot await determination of the suit and or hearing of the application inter-partes,” the members said in the application.
The members said the court was not informed that the Extraordinary general meeting was requisitioned as required by section 278 (1) of the Companies Act, the Requisition having been served on 2nd August 2024, and the notice of the meeting was to be published within 21 days.
The members said the application resulting in the order was disguised as a defamation suit, however, the import of the Order is to stay the already requisitioned meeting as per the law.
The court heard that the order sought to bar the members from convening the meeting called on 2nd August 2024 during which, all issues will be addressed at the floor of the meeting where the board would have an opportunity to defend themselves and members will either pardon them or send them home.
According to the members, the Company has failed to convene the meeting within the prescribed time and in accordance with provisions of section 279 (1) of the Companies Act.
“We have since called for the members meeting and we issue you with a notice of the same,” state court papers.
The Members said they had issued the notice on time, paid for the venue and they are ready to proceed with the meeting for the removal of the Board of the Nairobi Hospital Association.
The said order in itself and implication derails exercise of a legal, even constitutional right of the members of a Company, to recall a non-performing Board of Management, as allowed by the Companies Act and the Company’s Articles of Association and it’s not within the purview of the Court to stop a members meeting in the interim.
The instant suit is a desperate attempt by the Plaintiff in gross abuse of judicial process to use the Court process as a shield against lawful proceedings and subject themselves to members either to remove them or sustain them. The instant suit is an exemplification of cowardice by the Plaintiff.
“Like a cornered rabbit, the Plaintiff is frightened to face the members of the Kenya Hospital Association in an Extra Ordinary General Meeting, who elected them to office and whose trust he has egregiously violated,” says the doctors.
The said Order of Court as issued is highly illegal and irregular, that it is by that effect null and void for contravening provisions of Order 40 Rule 4(2) of the Civil Procedure Rules, which obligate that an ex parte injunction shall not be issued for more than 14 days.
