The case in which some members of the Methodist Church of Ghana (MCG) including Messrs J.S Addo, Yaw Osafo Maafo, Dr Jo Blankson (Ga Mantse) and two others, Naomi Okine and T.E Osam-Duodo, who have stakes in Donewell Insurance Company Limited (DICL) have sued the company for their removal from its Board has commenced, with counsel for Donewell, Dua Adonteng raising preliminary objections.

Even before the substantive case could be heard, he challenged the capacity of Mr. J.S Addo and Osafo Maafo to sue the company, since according to him, both individuals resigned from their positions on the company’s Board before the Extraordinary General Meeting (EGM) where the decision was taken to axe them.

This was when the case came up for hearing at an Accra Fast Track High Court.

For this reason, counsel for company said the two have no locus to bring any action against his clients, insisting that there are available records to that effect.

That notwithstanding, he said Dr. Jo Blankson and Mrs Naomi Okine had their representatives (proxies) at the EGM in the persons of Mr. Arthur Tettey Addy and the Rev. Mrs. Regina Adu, respectively, who fully and actively participated in the proceedings.

He therefore asked rhetorically whether people should be allowed to approbate and reprobate at the same time.

Mr. Dua Adonteng stated that while Yaw Osafo-Maafo never owned shares in Donewell, Mr. J. S. Addo as chairman and Director of the Board, in his letter of resignation dated June 8, 2010, transferred the shares he had in the company to the Mount Zion Methodist Church at Korle-Gonno, a suburb of Accra.

But counsel for the plaintiffs, Moses Foh-Amoaning argued that the June 10, 2010 EGM at which the decision was taken to remove the aforementioned individuals from the company’s Board was not properly convened and that the directors who were being removed did not have an opportunity to respond to the notices.

Aside that, he said there was no evidence on the record of the EGM tendered by both parties that the proxies were given an opportunity to speak to the issue of the removal of directors.

Counsel for Donewell however argued that the notices were within the duration stipulated in the Companies Code and thus rubbished the argument that the plaintiffs were not given fair opportunity to defend themselves.

Quoting the Companies Code, he argued that a requisition was properly served on the directors, and they having refused to call a meeting, three of the requisitionists called the EGM in accordance with the provisions of the Companies Code.

Mr. Adonteng stated that the plaintiffs were given due notice but chose not to exercise their rights.

Instead, he said they appointed proxies who attended the meeting and voted on their behalf.

In that regard, he noted that they were stopped from coming to court to say they had not been given the right opportunity.

Counsel for the plaintiffs again came in to state that founding directors of a company should never be removed even if the company is not performing well and not paying dividends.

His argument was that it is shareholders who move for dividends not to paid and not directors, insisting that it should not be the basis for their removal from office.

On plaintiffs’ claim that the Board was an ‘interim board’, counsel for the defendants argued that there is no term like ‘interim directors’ when dealing with the appointment of directors, stating that “one is a director or not a director” and that there is no mid-way instituted by law for one to become a director.

Mr Dua Adonteng said that the current Board is a substantive Board re-constituted by shareholders with persons legally qualified and appointed to act as Directors of the company as per the companies Code, 1963, (Act 179) and that Mrs Esther Lily Nkansah, Dr. Ato Essuman, Mr William Agbeyega and all the others on the Board presently do not “purport to act as an interim Board Members” of Donewell Insurance Company Limited.

The case has been adjourned to December 15, 2010 for counsel for the second to fourth defendants, Kakra Essamuah to make his submissions.