Motheo Multimedia and Another v Selebedi and Others (637/2016) [2016] ZAFSHC 46 (10 March 2016)

Motheo Multimedia and Another v Selebedi and Others (637/2016) [2016] ZAFSHC 46 (10 March 2016)

The court found that the meeting of 6 December 2015 was not validly convened because the constitution required at least seven days written notice to all members, which was not given. Only those who attended the disrupted AGM on 28 November 2015 were invited, and the invitation for the 6 December meeting was sent only three days prior. As a result, the respondents were not validly elected as directors, and any decisions taken by them in that capacity are invalid. The persons previously listed as directors remain in office. The banking account of the applicants is to be regularised, with new signatories appointed subject to the applicants' attorneys' approval. No order as to costs was made...

Citation
[2016] ZAFSHC 46
Parties
Applicant: Motheo Multimedia; Applicant: Motheo FM; Respondent: Konstable Selebedi; Respondent: Pule Mangonyane; Respondent: Dineo Diseko; Respondent: Motsatsi Mothupi; Respondent: First National Bank (FNB)
Court
Free State High Court, Bloemfontein
Jurisdiction
South Africa
Judgment Date
10 March 2016
Case Number
637/2016
Procedural Posture
Urgent Application / Final Determination of Urgent Application and Counter Application
Outcome
The counter-application is dismissed. The respondents were not validly elected as directors. The banking account is regularised and new signatories appointed. No order as to costs.
Judges
A Kruger
Legal Topics
Directors Election, Company Meetings, Notice Requirements, Bank Account Control
Commercial and Corporate Civil Procedure Directors Election Company Meetings Notice Requirements Bank Account Control

Case Brief

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Parties

Motheo Multimedia

Applicant

Motheo FM

Applicant

Konstable Selebedi

Respondent

Pule Mangonyane

Respondent

Dineo Diseko

Respondent

Motsatsi Mothupi

Respondent

First National Bank (FNB)

Respondent

Procedural Posture

Urgent Application / Final Determination of Urgent Application and Counter Application

Legal Issues

  1. 1 Whether the first, second, third and fourth respondents were validly elected as directors of the first applicant.
  2. 2 Whether the meeting of 6 December 2015 was validly convened in accordance with the constitution.
  3. 3 Whether decisions taken by the respondents as purported directors are valid.

Ratio Decidendi

The court found that the meeting of 6 December 2015 was not validly convened because the constitution required at least seven days written notice to all members, which was not given. Only those who attended the disrupted AGM on 28 November 2015 were invited, and the invitation for the 6 December meeting was sent only three days prior. As a result, the respondents were not validly elected as directors, and any decisions taken by them in that capacity are invalid. The persons previously listed as directors remain in office. The banking account of the applicants is to be regularised, with new signatories appointed subject to the applicants' attorneys' approval. No order as to costs was made...

Court Disposition

The counter-application is dismissed. The respondents were not validly elected as directors. The banking account is regularised and new signatories appointed. No order as to costs.

Orders

  • The election of the first, second, third and fourth respondents as directors of the first applicant at the meeting of 6 December 2015 is set aside.
  • All decisions taken by the first, second, third and fourth respondents in their purported capacity as directors of the first applicant are set aside.