The Nairobi Hospital’s board of management has dismissed a notice that had scheduled a special meeting for May 15.
The notice appeared in the Daily Nation newspaper and on NTV on Tuesday. The agenda of the meeting would be the removal of seven directors, including board chairman John Simba and his deputy Coutts Otolo, who is a former Mumias Sugar Company chief executive.
“This notice of convention has been signed by over 50 per cent of members of KHA who signed the petition for requisition for the Extraordinary General Meeting (EGM),” the notice said.
But in a statement, the board has told the Kenya Hospital Association that it is invalid.
The decision strikes a blow to those who planned to have changes on the board.
“Any meeting held in the vicinity of the hospital under the said notice would be condoning illegality and unlawful practice. That would not be in the interest of the KHA members,” the statement read.
It clarified that the notice was issued by a firm of advocates who are not members of the KHA and added that it failed to disclose the requisitions.
“This is a clear breach of the KHA constitution and the Companies Act, 2015.”
The notice had said more than half of the members of KHA, which owns the hospital, drafted a petition that compelled the board to call the extraordinary general meeting.
Nairobi Hospital board, however, said it has not received any requisition notice signed by members, let alone one with 50 per cent of the KHA members.
It said the requisition that had been served on the company secretary on February 19 did not meet the legal requirements as provided under the KHA constitution and the Companies Act. The board said the reasons given were too general to warrant action and did not allow members to make an informed decision.
“The resolution listing the Board of Directors to be replaced and the proposed members to be elected was missing. The election of the new Board of Directors was to comply with articles 38(a) (i) and 47(b) of the KHA constitution,” the statement read.
It added that the signatures of the requisitions were presented on several foolscap sheets of plain paper without the intended resolution clearly indicated on them.
“The requirement under the company law is that reference to the resolution must appear on every page of the signed papers so signing members have notice of it and can make an informed decision before signing such a document.”
The board says it will convene a meeting once it receives a valid requisition.
It said the cholera cases reported about the facility have been contained.
“We're happy to say that no staff of The Nairobi Hospital is currently hospitalised.”
(Edited by F. Orieny)
