It is now fifty years since I qualified as a chartered secretary and \nnever during that time have I ever heard of a round-robin meeting \nwhether by a divided or unanimous vote overruling an in-person meeting \nof the same body. That appears to be happening at the University of \nGuyana (UG) in respect of the end-of-term leave for 10th Vice-Chancellor\n Professor Ivelaw Griffith.<\/p>\n\n\n\n
My information is that on April 15 of this year, the Council of UG \ndecided that the Vice Chancellor should proceed on his leave from May 13\n but that on May 2, he wrote the Pro-Chancellor Major General (ret\u2019d) \nJoe Singh indicating instead, that he wanted to be paid in lieu of his \nleave. It should be mentioned that Mr. Singh is in fact carrying out the\n functions of the Chancellor by virtue of the failure of the Government \nand the Minister of Education to fill that important vacancy since \nNovember last year.<\/p>\n\n\n\n
Incredibly, instead of politely informing the Vice Chancellor of the \ninappropriateness and impermissibility of his request, Mr. Singh \nproceeded to instruct the Registrar to send out a notice to Council \nMembers re-opening the issue and effectively the reversal of the April \n15 decision.<\/p>\n\n\n\n\n\n\n\n
In a University of Guyana release, Mr. Singh seems to have premised \nhis unfortunately weak defence by stating that the practice of \nround-robin decisions \u2013 known in corporate law and practice as written \nresolutions \u2013 was not unknown at UG.<\/p>\n\n\n\n
One of the early initiatives of Professor Griffith was the rewriting \nof the Statutes of the University, making the Vice Chancellor the centre\n of gravity of the University. I sat on the Council at the time and it \nwas a struggle by a small group not dependent on the Vice Chancellor, \nwilling to challenge some of the Vice Chancellor\u2019s \u201cinitiatives\u201d, \nincluding the proposed Georgetown Campus. I recall a letter in support \nof the proposal supplied to Council by the Administration, purportedly \nby a banking institution whose existence could not be verified, as well \nas some of the optimistic assumptions to justify the establishment of a \nSchool of Enterprise and Business Initiative.<\/p>\n\n\n\n
At an individual level, I was appointed Chair of UG\u2019s Audit Committee\n but the number of roadblocks put in our way by the Administration, \nincluding curtailing the independence of the Committee as well as of \nInternal Audit, meant that the Committee could not function, and that \nnot a single Internal Audit Report was brought to satisfactory \nfinalisation during my time there.<\/p>\n\n\n\n
Mr. Joe Singh was on Council at the time, having been brought on as \nan appointee of Chancellor Harris and on many occasions he and I spoke \nof the deep-seated concerns some of us had about Griffith\u2019s management \nof the University, particularly in financial matters. Mr. Singh is also \naware that since 2014 not a single audit report of the University has \nbeen produced and that the Vice Chancellor has collected sums of money \nwith little accounting or accountability. In these circumstances, Mr. \nSingh should have insisted that audits of all funds of the University be\n completed without the burdensome and intrusive presence of the Vice \nChancellor. Instead he appears to have lost his judgement, a quality \nwhich all Guyanese have come to associate with him.<\/p>\n\n\n\n
And even on the question of round-robin meetings (written \nresolutions), Mr. Singh appears to be on very weak grounds. Such a \nvehicle for decision-making is usually applied in private companies and \nonly in respect of non-contentious matters. Our Companies Act for \nexample, permits such resolutions and sets out limitations and \nconditions, perhaps the most important of which is that the resolution \nmust be unanimous and signed by all the persons entitled to attend and \nvote. It would be instructive if the Pro-Chancellor would indicate \nwhether he was part of the \u201cmajority\u201d that sought to reverse a proper \nCouncil Meeting \u2013 an unforgiveable blunder indeed. <\/p>\n\n\n\n
Authority for the practice that if all the members of a company have agreed to a matter which it was competent for the general meeting to implement was binding, was established some one hundred years ago in a trilogy of English cases. That principle was preserved in another case, Re Duomatic Ltd. [1969] 2 Ch. 365<\/strong> and up to the pre-2006 Companies Act of the UK as well in Guyana\u2019s Companies Act passed in 1991.<\/p>\n\n\n\n The principle was succinctly put in comments by Mummery LJ in Euro Brokers Holdings Ltd v Monecor London Ltd. [2003] 1 BCLC 506<\/strong> as follows: \u201cI see nothing in the circumstances of the present case to exclude the Duomatic principle. \u2026. What matters is the unanimous assent of those who ultimately exercise power over the affairs of the company through their right to attend and vote at a general meeting.\u201d<\/em>\u00a0\u00a0\u00a0<\/p>\n\n\n\n The change brought about by the 2006 Companies Act of the UK is that \nunanimity is no longer required in the UK but that position does not \napply to Guyana. In other words, under the common law which prevails in \nGuyana, in the absence of any specific rule, unanimity is required to \npass a written resolution. <\/p>\n\n\n\n The Major General has disappointed a whole lot of Guyanese who have \nheld him in the highest esteem. The staff unions of the workers of the \nUniversity have lost confidence in him. If he decides to remain as \nPro-Chancellor, he needs to make accountability and governance the \ncentre-pieces of his agenda. The Vice Chancellor should proceed on \nleave, all audits expedited and some of the poor decisions not in the \ninterest of the University community and of the country made under his \nwatch revisited.<\/p>\n","protected":false},"excerpt":{"rendered":" It is now fifty years since I qualified as a chartered secretary and never during that time have I ever heard of a round-robin meeting whether by a divided or unanimous vote overruling an in-person meeting of the same body. That appears to be happening at the University of Guyana (UG) in respect of the … <\/p>\n