ESHUN AND ANOTHER v. POKU AND OTHERS
July 4, 1988
HIGH COURT
GHANA
CORAM
- LUTTERODT J
Areas of Law
- Corporate Law
- Equity and Trusts
July 4, 1988
HIGH COURT
GHANA
CORAM
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JUDGMENT OF LUTTERODT J.
The plaintiffs, who are members of the Ghana Hoteliers Association and of the executive committee thereof, have brought this action against the defendants for the following reliefs:
"1. A declaration that the purported annual general meeting of the Ghana Hoteliers Association held at the Teachers Hall in Accra on 20 May 1987 whereby the said defendants were purportedly elected as national president, second vice-president, and national treasurer respectively, and other officers were elected is ultra vires, unlawful, null and void and constitutes a fraud on the minority and should be set aside.
2. That Mr. John Poku one of the defendants herein resigned from the association prior to the election and hence was not eligible to stand for elections.
3. That the resolution purported to be adopted thereat whereby elections were purported to have been conducted to replace [p.574] the existing national executive were wrongful, unlawful, ultra vires and contrary to the rules of natural justice and should be nullified.
4. An injunction to restrain the defendants by themselves their servants, or agents from acting or holding themselves out as the national president, second vice president and national treasurer respectively.
5. An order for the appointment of an interim management committee comprising:
(i) Mr. Davies Quakyi—Chairman, Central Regional branch of the association as chairman.
(ii) Mr. Nkwantabisa—Proprietor of Kyns Hotel—member.
(iii) Mr. Yaw Akakra—Secretary, Eastern Regional branch—member.
(iv) Mr. Okudzeto—Chairman, Volta Regional branch—member to run the affairs of the association until the final determination of this suit."
It seems to me that claim 5 does not arise as it is an interim order and we are at this stage dealing with the substantive reliefs sought by the plaintiffs.
Paragraph 6 of the accompanying statement of claim sets out the particulars on which the relief (1) is founded. These are that:
"1. The said annual general meeting (which I shall hereinafter refer to as the A.G.M.) was conducted in flagrant violations of sections 149 and 142 of the Companies Code in that the association's accounts were neither circulated to members before the meeting nor were they laid before the association at the A.G.M.
2. None of the office holders were given the opportunity to report on their stewardship to enable members question them.
3. The minutes of the last meeting were not read nor considered.
4. Some
AI Generated Summary
At the Ghana Hoteliers Association’s A.G.M. on 20 May 1987 at Teachers Hall, Accra, three defendants were purportedly elected as national president, second vice-president, and national treasurer. Executive committee members sued for declarations that the A.G.M. and elections were ultra vires and an injunction restraining the defendants, also alleging that defendant John Poku had resigned. Lutterodt J held that resignations require written notice per article 6, which was not given, so Poku remained eligible. Although accounts and reports were not circulated or laid, the court found that Act 179 imposes penalties for such defaults but does not invalidate meetings or elections; members also resolved to empower the incoming executive to examine the accounts. Crucially, the elections were conducted by an electoral college, contrary to article 9(d) requiring secret ballot of members present and voting, rendering the elections a complete nullity and warranting an injunction. Applying a purposive approach, the court further held that a secret ballot is unnecessary where a candidate is unopposed. Claims 1–3 were dismissed; the injunction (relief 4) was granted.