The Nairobi Hospital board of management did not comply with the law when it resolved to oust the previous board on May 15, the High Court was told on Friday.
Lawyer Fred Ngatia, for the board which has obtained orders stopping the ouster, told Justice Francis Tuiyott that the notice calling for the special general meeting was not valid as all the requirements were not met.
The hospital is owned by Kenya Hospital Association and managed through a board of directors elected by the association's membership.
Ngatia submitted that members of the rival group called for the meeting because they no longer had confidence in the board but the request for the special general meeting was rejected by the company secretary.
The secretary, he said, pointed out the anomalies, including the fact that the names of those seeking to replace the board should be nominated and seconded in writing and the reasons for the removal of each member stated.
“Whereas the group obtained signatures from members, some have disowned the signatures while those who petitioned for the meeting did not meet the required number of 50 per cent,” Ngatia said.
A different group led by Maxwell Otieno Odongo, Chris Bichage, Zahra Moi and Irungu Ndirangu maintained that the extraordinary general meeting clearly rejected John Simba, Coutts Otolo and Allan Gachukia as directors of the Kenya Hospital Association.
Ndirangu and his group, through lawyer Miller Bwire, maintained that the rival group has no mandate, whatsoever, to exercise the functions of the board of directors of the KHA.
Bwire said that his clients met all the legal requirements and it was upon the company secretary to circulate the documents for the special general meeting to the members.
“There was no obligation at the requisition stage, to give specific reasons for the removal of a director,” he said.
Justice Tuiyott will rule on the matter on June 13.
