Directors of Nairobi Hospital fight ouster

The Nairobi Hospital’s directors have rejected a meeting by its shareholders to vote for their ouster, escalating wrangles at the premier health facility.

More than half of the members of Kenya Hospital Association (KHA) — which owns the hospital — have drafted a petition that forced the board to call the Extraordinary General Meeting on May 15.

The agenda of the meeting is the removal of seven directors, including board chairman John Simba and his deputy Coutts Otolo — a former Mumias Sugar Company chief executive.

The shareholders want a new board constituted and have proposed the names of nine directors to fill the vacant positions.

The petition was sent to the firm on February 19, weeks after the hospital suspended its chief executive, Gordon Odundo, who was eventually sacked last Wednesday.

Specific agenda

Now, the hospital's board of directors is fighting the ouster bid, claiming that the petitioners had allegedly failed to disclose the specific agenda of the meeting.

“The reason given for the requisition was too general and did not allow members to make an informed decision,” the board said in a statement released on Thursday.

“The signatures of the requisitionists were presented on several foolscap sheets of plain paper without the intended resolution clearly indicated on them.

"The requirement under Company Law is that reference to the resolution must appear on every page of the signed papers so that signing members have notice of it and can make an informed decision before signing such a document.

"The petitioners were requested to rectify the requisition and return a valid requisition to the Board,” the statement further stated.

The board has maintained that it will resist any meeting until the petitioners follow the right procedure.

“We would therefore like to notify the members of the KHA that the notice is invalid and any meeting held in the vicinity of the hospital under the said notice would be condoning an illegality and unlawful practice,” the board stated.

Mr Odundo was sacked last week after months of tussles with the hospital’s board.

Suspension letter

The standoff first played out in public on December 14 last year when Mr Odundo resisted attempts to serve him with a suspension letter.

The hospital would later announce that Mr Odundo had been sent on a 90-day leave to allow the completion of a forensic audit.

Last Wednesday, the board said Mr Odundo had been sacked following “consideration of all the relevant factors pertaining to the office”.

Shareholders have proposed a new team to run the hospital, which was in the news earlier this month after one of its staffers died from a cholera outbreak that left 52 other employees ill.

Among those proposed to run the embattled hospital include lawyer Richard Omwela, Zahra Moi, wife of Baringo Senator Gideon Moi, architect Otieno Odongo, former MP Chris Bichage and Jeremy Ngunze, the chief executive of CBA Bank Kenya.

The hospital board did not respond to inquiries by the Business Daily on the vote threshold needed for members to oust the board.

KHA is registered in Kenya under the Companies Act as a limited liability company by guarantee and not having a share capital.

Membership entry fee for the association is Sh10,000 and an annual subscription of Sh 5,000 or Sh3,000 per annum for those who are 60 years and above.