application to this court. Four directors have in addition to the 2nd applicant signed the resolution. [21] The respondents contend that the resolution quoted above was signed by persons who are not directors of the applicant. They further contend that the resolution does not authorize the applicant to institute the present application. The respondents contend further that they are the directors of the applicant, representing the majority of the directors. It is their contention that the 2nd applicant is no longer a director of the 1st applicant, he having been duly removed in terms of the articles of association as a director. A notice and minutes of meetings to this effect are attached to the respondents’ papers, which it is alleged were hand-delivered to the 2nd applicant. [22] In particular, a letter dated 7 October 2014 is attached and it is under the applicant’s letterheads and it quotes article 5 of the 1st applicant’s articles of association and states further: majority of the Directors, trial the undersigned, herewith call upon you, ‘The Hendrik/Gariseb, to resign in writing as a director and particularly as a member of the New African Methodist Episcopal Church in the Republic of Namibia. Your resignation should reach us by no later than 15th October 2014.’ Reasons for calling upon the 2nd applicant are set out in the letter, including his alleged non- compliance with the articles of association; premature court action against the registered directors; election of directors and publication of such in the electronic and print media, in contravention of the law and without the consent of the majority of directors. [23] The valedictory paragraph ends on an ominous note and states: your resignation not follow on the set date you are notified of a Board ‘Should Meeting to be held on 29 October 2014 being not less than 21 days from the date of this notice, for the passing of the proposed special resolution. You may
application to this court. Four directors have in addition to the 2nd applicant signed the resolution. [21] The respondents contend that the resolution quoted above was signed by persons who are not directors of the applicant. They further contend that the resolution does not authorize the applicant to institute the present application. The respondents contend further that they are the directors of the applicant, representing the majority of the directors. It is their contention that the 2nd applicant is no longer a director of the 1st applicant, he having been duly removed in terms of the articles of association as a director. A notice and minutes of meetings to this effect are attached to the respondents’ papers, which it is alleged were hand-delivered to the 2nd applicant. [22] In particular, a letter dated 7 October 2014 is attached and it is under the applicant’s letterheads and it quotes article 5 of the 1st applicant’s articles of association and states further: ‘The majority of the Directors, the undersigned, herewith call upon you, Hendrik/Gariseb, to resign in writing as a director and particularly as a member of the New African Methodist Episcopal Church in the Republic of Namibia. Your resignation should reach us by no later than 15th October 2014.’ Reasons for calling upon the 2nd applicant are set out in the letter, including his alleged non- compliance with the articles of association; premature court action against the registered directors; election of directors and publication of such in the electronic and print media, in contravention of the law and without the consent of the majority of directors. [23] The valedictory paragraph ends on an ominous note and states: ‘Should your resignation not follow on the set date you are notified of a Board Meeting to be held on 29 October 2014 being not less than 21 days from the date of this notice, for the passing of the proposed special resolution. You may trial
New%20African%20Methodist%20Episcopal%20Church%20in%20the%20Republic%20of%20Namibia%20v%20Kooper%20(A%20293-2013)%20[2015]%20NAHCMD%20105%20(29%20April%202015).docx