Members of Nairobi Hospital now want the Independent Electoral and Boundaries Commission (IEBC) or any other neutral party to conduct its elections during the much-awaited annual general meeting (AGM), slated for next month.
In the application filed before the High Court, Ms Becky Valarie Aela Genga and 399 others said the electoral body or any neutral party or independent professional body, should be engaged to conduct the elections during the December 4 AGM.
The members said the independent body should also verify the membership of all persons voting during the AGM, register all mobile phone numbers of members voting electronically and preserve all the materials and records of the meeting.
The court was told that for fairness of the process and to level the playing field for all contestants in the resolution for elections for directors, the current office holders should not be in charge of the process.
“To do so shall be to give an undue advantage to the interested parties (directors) at the prejudice of the other contestants to the elections, which event shall violate the tenor of the articles of the company, intending that the elections be fair and shall violate the tenor of Article to the constitution, which demands fairness and transparency in all processes,” the application stated.
The petitioners said it is common knowledge that the members and directors of the hospital have had a protracted dispute over the management of the premier hospital.
“The order for elections to be handled by the independent, neutral party shall ensure fairness and justice and shall protect rights of all members of the plaintiff (the hospital), indeed as envisaged by Articles, the Companies Act and the Constitution,” Dr David Otieno said in an affidavit.
In a ruling early this month, Justice Peter Mulwa allowed the members to proceed with the AGM but prohibited another section of the members from holding an extraordinary general meeting.
“The importance of an AGM cannot be over-emphasised. It is through such a meeting that a company accounts to its shareholders, discusses its challenges and comes up with resolutions in the running of its affairs,” said the judge.
The judge said that during the AGM, the members will discuss important facets of the operation of the hospital including its directorship.
“As such, I find that it will be in the interest of justice and progression of this matter that the AGM proceed as set out in the Notice of August 30, 2024, where the issue of rotation and election of directors is part of the agenda,” he said.
A group of members led by Mr Robert Shaw had requested the EGM with plans to remove the board members, including the chairman, Dr Chris Bichage, and appoint a caretaker committee to run the hospital for six months until a substantive board is appointed.
The board opposed the EGM, arguing that the letter from Ahmednasir Abdullahi Advocates contained various allegations against some of the Board members including conflict of interest, tribalism, nepotism, cronyism and dereliction of duty.
While calling for the EGM, the members argued that the medical services providers has been brought to its knees.
They also opposed plans by the board to borrow a loan of Sh4.2 billion, which they argued was likely to bankrupt Nairobi Hospital.
The Board of Managers, in its June meeting, resolved to spend Sh2.4 billion on purchase of medical equipment, Sh970.4 million on maintenance of equipment, Sh501.2 million on software, Sh215.8 million on furniture and fittings, Sh41.8 million on vehicles and Sh19.2 million on infrastructure improvements.
