A judge at the Federal First Instance Court has ruled for the cancellation of the ninth general assembly meeting of the Addis Abeba Chamber of Commerce & Sectoral Associations (AACCSA). In doing so, he has concluded that all previous meetings of the assembly were devoid of legality.
In a judgment delivered on May 19, 2014, by the presiding judge, Sintayehu Zeleke, at the fifth commercial bench of the Court’s Lideta division.
The cancellation of the meeting also includes the nullification of the election of Elias Geneti as the chamber’s president and nine members of its board of directors, according to the judgment.
The court was moved to adjudicate the matter as of December 31, 2014, upon receiving a statement of claim submitted by United Insurance Company S.C.
In its statement, the insurer requested that the Court cancel a suspension order against its representative at the AACCSA, Zafu Eyesuswork, which was passed by the Chamber’s board of directors; declare the 9th general assembly meeting held on December 19, 2013 as illegal, thereby nullify resolutions passed thereon, and denounce the amendment of the chamber’s charter endorsed during its assembly meeting held back in October 2010 on the grounds of a lack of the legally required quorum.
Zafu was banned from attending any meeting of the chamber, including general assembly meetings, by a decision of the board. He was allegedly involved in spreading defamations against the good will of the Chamber, according to the statement of defence it submitted on January 14, 2014, by the AACCSA.
It was against this action of the board that the Court reasoned and thereby cancelled the meeting as well as its resolutions.
Nonetheless, the Court rejected the plaintiff’s request for the cancellation of the sixth general assembly meeting and the amendment to the bylaws thereon.
Prior to the amendment, when the first general assembly meeting was conducted, a special committee composed of seven founding members of the chamber, four representatives from the then Ministry of Trade in Industry, including its minister Girma Birru, and three representative from the then Trade & Industry Bureau of Addis Abeba City Administration, decided to make assembly meetings through representation and cut the number of assembly participants to 500 representatives out of its 9,526 members.
All the consecutive general assembly meetings until it ratified its bylaws in December 2008, which endorsed the status quo ante as a rule, were conducted in a similar fashion.
It was to this internal rule that the sixth general assembly meeting made an amendment. After sending a call of attendance for all of its members, the chamber conducted a meeting in the presence of 860 members.
The amendment was one which allowed the presence of 500 individual members to qualify a quorum for assembly meetings, while pledging to the size of the assembly to be equivalent with the total number of the members. It also repealed participation through representation, which was previously the case.
It was this meeting and the amendment endorsed that United challenged on the grounds of legality, noting that the AACCSA’s constituting statute Chamber of Commerce and Sectoral Association Establishment Proclamation (Proc No. 341/03) requires the presence of more than half of its assembly members. It also claimed that the amendment was passed without securing the two-thirds vote stipulated in the bylaws itself.
At the Court’s session held on May 19, 2014, after reviewing the evidences from both sides, the presiding judge, Sintayehu Zeleke, ruled for the cancellation of the ninth general assembly meeting and nullified resolutions of the meeting, including the election of the president and members of the board of directors.
The request for cancellation of the amendment made to the bylaws charter in relation to the quorum of the meeting was rejected by the court’s ruling.
For Bogale Solomon, a practicing lawyer and part time lecturer at the Law School of Addis Abeba University (AAU), both decisions by the board of directors in 2005 and the 2010’s amendment of the charter violate the constituting proclamation, which says the quorum size should be 50+1pc of the total general assembly members, because the proclamation is a mandatory provision that cannot be changed by charter amendment or board of directors’ decision.
According to its official website, the AACCSA stated that the chamber will follow the legal process to keep its right, but further information cannot be obtained from Elias Genti because he was travelling abroad and the board secretariat Getachew Regassa did not respond to a call.
Despite this, Zafu expressed his dissatisfaction with the ruling of the judge by reasoning that the judge has been misled by the chamber. He added that he will focus on the implementation of the ruling before he appeals to the court.