Dear Editor,
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 end-of-term leave for 10th Vice-Chancellor Professor Ivelaw Griffith.
My information is that on April 15 of this year, the Council of UG decided that the Vice Chancellor should proceed on his leave from May 13 but that on May 2, he wrote the Pro-Chancellor Major General (ret’d) Joe Singh indicating instead, that he wanted to be paid in lieu of his leave. It should be mentioned that Mr. Singh is in fact carrying out the functions of the Chancellor by virtue of the failure of the Government and the Minister of Education to fill that important vacancy since November last year.
Incredibly, instead of politely informing the Vice Chancellor of the inappropriateness and impermissibility of his request, Mr. Singh proceeded to instruct the Registrar to send out a notice to Council Members re-opening the issue and effectively the reversal of the April 15 decision.
In a University of Guyana release, Mr. Singh seems to have premised his unfortunately weak defence by stating that the practice of round-robin decisions – known in corporate law and practice as written resolutions – was not unknown at UG.
One of the early initiatives of Professor Griffith was the rewriting of the Statutes of the University, making the Vice Chancellor the centre of gravity of the University. I sat on the Council at the time and it was a struggle by a small group not dependent on the Vice Chancellor, willing to challenge some of the Vice Chancellor’s “initiatives”, including the proposed Georgetown Campus. I recall a letter in support of the proposal supplied to Council by the Administration, purportedly by a banking institution whose existence could not be verified, as well as some of the optimistic assumptions to justify the establishment of a School of Enterprise and Business Initiative.
At an individual level, I was appointed Chair of UG’s Audit Committee but the number of roadblocks put in our way by the Administration, including curtailing the independence of the Committee as well as of Internal Audit, meant that the Committee could not function, and that not a single Internal Audit Report was brought to satisfactory finalisation during my time there.
Mr. Joe Singh was on Council at the time, having been brought on as an appointee of Chancellor Harris and on many occasions he and I spoke of the deep-seated concerns some of us had about Griffith’s management of the University, particularly in financial matters. Mr. Singh is also aware that since 2014 not a single audit report of the University has been produced and that the Vice Chancellor has collected sums of money with little accounting or accountability. In these circumstances, Mr. Singh should have insisted that audits of all funds of the University be completed without the burdensome and intrusive presence of the Vice Chancellor. Instead he appears to have lost his judgement, a quality which all Guyanese have come to associate with him.
And even on the question of round-robin meetings (written resolutions), Mr. Singh appears to be on very weak grounds. Such a vehicle for decision-making is usually applied in private companies and only in respect of non-contentious matters. Our Companies Act for example, permits such resolutions and sets out limitations and conditions, perhaps the most important of which is that the resolution must be unanimous and signed by all the persons entitled to attend and vote. It would be instructive if the Pro-Chancellor would indicate whether he was part of the “majority” that sought to reverse a proper Council Meeting – an unforgiveable blunder indeed.
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 and up to the pre-2006 Companies Act of the UK as well in Guyana’s Companies Act passed in 1991.
The principle was succinctly put in comments by Mummery LJ in Euro Brokers Holdings Ltd v Monecor London Ltd. [2003] 1 BCLC 506 as follows: “I see nothing in the circumstances of the present case to exclude the Duomatic principle. …. 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.”
The change brought about by the 2006 Companies Act of the UK is that unanimity is no longer required in the UK but that position does not apply to Guyana. In other words, under the common law which prevails in Guyana, in the absence of any specific rule, unanimity is required to pass a written resolution.
The Major General has disappointed a whole lot of Guyanese who have held him in the highest esteem. The staff unions of the workers of the University have lost confidence in him. If he decides to remain as Pro-Chancellor, he needs to make accountability and governance the centre-pieces of his agenda. The Vice Chancellor should proceed on leave, all audits expedited and some of the poor decisions not in the interest of the University community and of the country made under his watch revisited.
Yours faithfully,
Christopher Ram
