Question
The directors of Freedom Charities LBG duly issued notices to convene a general meeting to be held on at the Accra International Conference Centre on
The directors of Freedom Charities LBG duly issued notices to convene a general meeting to be held on at the Accra International Conference Centre on the 18th May 2020 at 9am with the following agenda:
1. To appoint two new directors in place of two retiring directors
2. To pass a resolution to convert the company into to a private company limited by shares.
3. To appoint auditors
4. To change the name of the company from Freedom Charities to Freedom Investments
According to the company's constitution, the quorum for a meeting is constituted when fifty (50) members are present in person or by their proxy and if the quorum is not present at the time appointed, the provisions in the Companies Act, 2019 (Act 992) shall apply. Thirty (30) minutes after the time appointed for the meeting, the quorum was not constituted whereupon the meeting was adjourned to the following week at the same place and time by the directors. No new notices were given. At the adjourned meeting, only Twenty (20) members were present. After waiting for half an hour, the directors commenced the meeting with the only Twenty (20) members present but the total number of members present at the end of the meeting were One Hundred (100).
Mr. Albert Sam and Mr. Isaac Nketia Sarpong were appointed as the two new directors.
Mr. Albert Sam, is an investment Analyst/lawyer had been living in the USA for about 15years where he worked as an Investment analyst with Cubic Pharmaceuticals Inc. On December 2017, he was convicted in the USA on charges of securities fraud and insider dealing during the period when he worked with Cubic Pharmaceuticals.Prior to his appointment he had consented in writing and had indicated in his statutory declaration that he has had a previous conviction in USA of the offence of insider dealing.
Mr. Isaac Sarpong, is a chartered accountant and currently a partner at Ernst & Young with over 15 years experience in accounting, finance and tax. Mr. Isaac Sarpong unlike Mr. Albert Sam has no previous convictions but gave his consent to be appointed as director and made his statutory declaration after his appointment.
The company also passed the special resolution to convert the company into a company limited by shares in order to undertake investments activities for the purpose of making profit.A few days after the special resolution was passed the directors changed the name of the company from Freedom Charities LBG to Freedom Investments LTD.
The company at the general meeting by an ordinary resolution appointed AccounTrust Ghana Ltd as its new auditors, in place of Deloitte Ghana who have been auditing Freedom Charities for the past 6 years to comply with the provisions of the Companies Act, 2019(Act 992).
Mr. Leonard Bentil, a member of the company who was absent at the meeting, because he was not served with the notice of the meeting, but having been informed of the developments intends to commence legal action to invalidate the meeting, the appointments and all the resolutions passed thereat alleging serious infractions of the provisions of Act 992.
With the aid of decided cases and the relevant statutory provisions, identify the legal issues involved (if any).
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