Barely a week after Ms Phidelis Wangari took over as chairperson of the 51-year-old Embakasi Ranching Company Limited, a boardroom plot to oust her has kicked off.
However, she appeared to have temporarily survived the plot last night when five of her nine board members demanded an emergency meeting from the company secretary, Mr Bernard Kiragu.
The meeting was called by two directors - Gabriel Gitonga and David Wanderi - to brainstorm on four items on the agenda: to establish quorum and receive apologies, to receive declarations of directors' interests, to elect a chairperson, and to transact any other business.
Originally, the ranch had 14 directors who were elected at the annual general meeting (AGM) held on April 13, 2019 and issued with a CR12 certificate by the Registrar of Companies on July 20, 2019.
But the special meeting, which was to be held at Westpark Suites in Nairobi, was cancelled after the Wangari camp raised objections to the composition of the directors.
"Three directors are already dead. They are the immediate chairman James Njoroge, Mrs Wanjiru Richu and Charles Thuah. That leaves us with 11 directors. Two others have voluntarily resigned in writing and they are Ms Peninah Mwangi and Mr Andrew Okumu, reducing our number to nine," she said.
Ms Wangari countered that the quorum for holding a meeting was nine. She further ordered her three allies not to attend the meeting, leaving her five opponents without a quorum.
Ms Wangari further announced to shareholders that an extraordinary general meeting would be convened on September 29, 2023 to elect new directors and kick out the rebels.
"Just when we are seeing the light at the end of the tunnel, vested interests in the boardroom are erupting among us...Instead of remaining united so that we can lobby the government to give us title deeds after a thorough cleansing of our share register to kick out the crooks, we are starting to split," she said.
In a joint statement, Mr Gitonga and Mr Wanderi insisted that "we do not have a chairman to replace Mr Njoroge as we are supposed to sit as a board and endorse his replacement".
They said the Wangari camp is illegally in office and until there is official communication from the company secretary, the ranch retains the vacuum in the office of the chairperson.
But in a rebuttal, Ms Wangari said, “Our constitution states that the vice chairperson shall assume the role of chairperson if and when a vacuum occurs and that is exactly what has happened as I now seek ratification and confirmation at the September 29 AGM.”
She accused the two directors of being moles "and should be treated as hostile members to be shunned", and vowed to increase her personal security.
"They may think that a woman should not ascend to the position of chairman...they feel entitled to the office as men. But we will deal with it. My commitment is to win this battle and deliver justice to the shareholders who have continued to die of old age waiting for title deeds, unaware that their land was stolen and developed by crooks," Ms Wangari said.
The company secretary also noted that the area surrounding the meeting had turned into a crime scene after hired thugs showed up and the Wangari camp packed it in with elderly shareholders.
"To avert a crisis and to be on the safe side of the law, as we do not have the requisite numbers to transact business, I hereby declare the meeting a nullity and therefore dismissed," he said.
Apart from Mr Njoroge, who died recently, three others have died, coincidentally of sudden heart attacks while involved in confrontations with State House.
Mr Muhuri Muchiri died in 2006 when he threatened to lead shareholders to oppose the re-election of Mwai Kibaki as president unless he gave us title deeds, while Mr Kariuki Mwaganu died in 2009 after threatening to lead shareholders to oppose the Kibaki succession plan unless he titled the shareholders.
Mr Mwangi Thuita died in 2018 fighting President Uhuru Kenyatta's directive to dissolve the company and issue titles without a verified register, while Mr Njoroge died this year challenging President William Ruto's drive to pick titles from where Mr Kenyatta left off without verifying the register.
"It should be noted that since 2018 when Mr Thuita died, the ranch has never had a change of leadership. I was his deputy and assumed the role of chairman. This is the camp that President Kenyatta and President Ruto have been working with in the titling of Embakasi land. Mr Njoroge was never validly elected and all declarations emanating from their camp leading to Mrs Wangari's announcement that she is the chairperson are null and void," her statement reads in part.
The ranch's lawyer, Mr Timothy Kariuki, said: "The problem with this ranch is that everyone has arrogated to themselves the role of interpreting the law...The point of reference should be the Registrar of Companies and the authority should be the CR12 certificate which introduces the directors by name.
Mr Kariuki said it was unfortunate that directors were divided when they should be uniting for the common good.
"United, they stand a better chance of success. Divided, the forces that fight them will make mincemeat of them, and sudden heart attacks may inflict more blows. But we will reconcile them and lead them to embrace brains more than brawn".
The ranch was started by the nation's founding father, Mzee Jomo Kenyatta, as a horticulture and dairy farm. But after his death in 1978, it was transformed into a land dealership that has now matured into a vampire of corruption.
