Westwood International, parents in court battle
Mpho Mokwape | Wednesday October 14, 2015 14:58
The parents say the school unilaterally changed its constitution last year with the result that they no longer have a say in its running and have no votes at Annual General Meetings.
Having lost at the Lobatse High Court, the parents are now at the Court of Appeal (CoA) seeking a declaratory order for their rights as legal members of the school, in accordance with Articles of Association adopted in 1988 by the school.
The appeal follows a High Court judgement by Justice Abednico Tafa, who had ruled in favour of the school.
On behalf of the parents, Magdalene Maree and Frederick Jacobus Verryne are arguing that their fundamental right of membership in Westwood has been taken away from them unlawfully.
Through their attorney, Uyapo Ndadi, the parents’ contention is that their entitlement to vote and determine the future of the school has been compromised, as they can no longer vote at Annual General Meetings.
Furthermore, they contend that the amendment of the 1988 Articles of Association and the drafting and adoption of a new constitution were not done through consent.
Ndadi submitted that before the new constitution came into effect, the parents had been active members of school for 26 years from the time the original Articles of Association were adopted and also had voting powers at AGMs.
Parents only came to know of their exclusion in 2014, Ndadi said in papers submitted before the CoA bench.
“The school adopted a new constitution without having sought the consent of the parents or without allowing them to vote for or against amending the Articles of Association and adopting a new constitution. In turn, the voting powers of parents were disregarded,” he said.
Ndadi said as if that was not enough, the new constitution terminated the membership of parents and only retained those of founding members meaning that parents had no say in the running of the school affairs.
He argued that the school’s refusal or non-recognition of the parents as members on the basis that their names were not entered in the register of members was not reason enough to disenfranchise them.
“Do parents have to be in the register of members for them to be regarded as members? Not necessarily. What the parents need to show is that by the Articles of Association they are members and are entitled to be registered as members. Absence of registration is not fatal,” he said.
Ndadi said despite parents being excluded, they were valuable because they contributed to the growth of the school by paying school fees regularly.
The school’s attorney, Shakila Khan said a member of the school was someone carrying the undertaking of a liability towards the company, contributing towards the assets of the company and whose name was registered as a member.
She argued that no parent did anything of the sort and that their contribution in terms of paying school fees was of a client paying a company.
“In law and in practice, this cannot be equated to a contribution toward the liabilities of a company. If the applicants were constantly paying customers of Choppies, this would not entitle them to consider themselves shareholders,” she said.
Khan said while parents had no entitlement to be members, they still would be represented in the running of the institution through the school council.
She added that under the new constitution, there was provision for the election of the new parent representatives to the school council.