The Federal High Court in Abuja has stopped the plan to remove the current Board of Trustees (BoT) of the IBB International Golf and Country Club.
Justice Inyang Ekwo in a ruling on an ex-parte motion moved by the plaintiff’s counsel, C. O. Ogbodo, ordered parties to maintain a status quo.
This will be pending the hearing and determination of the substantive suit.
The judge then adjourned the matter until April 3 for hearing of the motion on notice.
The News Agency of Nigeria reports that the plaintiff: Incorporated Trustees of IBB International Golf and Country Club, had in the motion, marked: FHC/ABJ/CS/483/2025, sued the Corporate Affairs Commission as 1st defendant.
In the application dated March 12 and filed March 13 by Usman Sule (SAN), the plaintiff also named Ibrahim Babayo, Captain of the club; Aliyu Folaniyan, Honourable Secretary; and Chief J. K. Gadzama (SAN), carrying on business under the name and style of J.K. Gadzama & Associates LLP, as 2nd to 4th defendants respectively.
The plaintiff sought an interim order restraining Babayo and Folaniyan, whether by themselves, agents, or representatives howsoever so called, from holding an Extraordinary General Meeting of the club to elect new BoT members pending the hearing and determination of the motion on notice.
It also sought an interim order mandating parties to maintain status quo pending the hearing and determination of the motion on notice.
Retired General IBM Haruna, in the affidavit he deposed to, said he is the Chairman of Board of Trustees (BoT) of the IBB International Golf and Country Club.
Haruna said Clause 6.1 of the club’s constitution vests on the plaintiff (trustees) the policies and control of the club, to which the executive committee shall act in accordance with general and special directives given by it and by resolutions of the members at a general meeting.
He averred that Clauses 7.2 and 7.3 of the club’s constitution vests on the executive committee the responsibility to make regulation for the day-to-day administration of the club.
He said these include management of the club‘s finances, materials, personnel administration, maintenance of the club’s real estate, golf course, venues of social and sporting activities, maintenance of infrastructure, facilities and utilities serving the club, and any matter that be referred to them in the interest of the club.
Haruna, however, said that the responsibility of the BoT of the plaintiff for policies and control includes the control of activities of the club, meetings, and agenda for the meetings.
He said while Babayo is the current Captain and head of the executive committee of the club, Folaniyan is the current Honorary Secretary and member of the club’s executive committee.
The BoT chair said Gadzama (4th defendant) is a member of the club and person appointed by the executive committee of the club to produce a draft amended constitution of the club for consideration and approval by the plaintiff.
Haruna, however, alleged that Babayo, Folaniyan, and Gadzama surreptitiously and unilaterally came up with a purported amended constitution for the club.
He said unknown to the plaintiff and without its authorisation, the trio, by their purported amendment, altered the club’s constitution.
According to him, as if that was not enough, they proceeded to register the same with the 1st defendant (CAC), still without the approval, consent, or authority of the plaintiff.
He added: “That upon becoming aware of this development, the plaintiff promptly filed a petition with the 1st defendant demanding information on the purported amended constitution, an investigation into the unauthorised alteration, and that a caveat be entered on the file of the plaintiff to prevent further steps from being taken that could prejudice the investigation and efforts of the plaintiff.”
Haruna said despite the petition by the plaintiff, the CAC went ahead to register another strange document purported to be the amended constitution of the plaintiff.
He said: “When the plaintiff discovered this further breach of its records with the 1st defendant, it wrote another petition to the 1st defendant, dated the 14th of January, 2025.
“That no valid resolution by a simple majority of members was passed as required by the club’s constitution and relevant laws.”
Haruna insisted that the purported amended constitution did not reflect the wishes of the members of the club as the same was not presented to the members for their resolution.
He said neither was the process leading to its emergence approved by or consented to by the plaintiff.
He said the purported amended constitution in question was not signed by the BoT or with their authority.
He said: “That the laid-down procedures provided by the Companies and Allied Matters Act (CAMA), 2020, and the Constitution of the Plaintiff (particularly Clause 24.1) thereof were not followed before the 1st defendant approved the registration of the alteration.
“The purported altered Constitution was never presented to the members of the plaintiff for deliberation and adoption and no resolution was passed on it.”
Haruna averred that the minutes of the meeting used to register the purported amended constitution was manufactured or concocted by Babayo and Folaniyan together with their allies and were unknown to the plaintiff.
He alleged that Babayo and Folaniyan had sent out “notice of extraordinary general meeting (EGM) which is proposed to hold on the 15th of March, 2025 to illegally remove the current trustees of the plaintiff and appoint new trustees for the club pursuant to the purported amended constitution”.
He said the notice of EGM, letter of requisition of EGM, and the list of nominees for appointment as new trustees were obtained and attached and marked as Exhibits 1, 2, and 3 respectively.
He also said that no clearance or approval of the Chairman of the Plaintiffs Board of Trustees has been sought or obtained by the two and three percent Defendants or by any other person for that matter for the holding of any General Meeting of the Club, extraordinary or otherwise, on March 15 or on any other day.
He said if Babayo and Folaniyan were not restrained from holding the EGM, the plaintiff would be illegally removed as trustees of the club and new members of BoT would be appointed to give effect to the purported amended constitution.
The BoT chair, who said the development would render the judgement of the court nugatory, also said that if they were not restrained, the plaintiff would be greatly prejudiced.
When the matter was called, Justice Ekwo asked Egbodo what the matter was all about.
The lawyer explained that there was an amendment to the plaintiff’s constitution which was being contested.
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He said pursuant to the amended constitution, a portion of the club was trying to hold an EGM.
He said: “We are, by this motion ex-parte, seeking the order of this court for parties to maintain status quo pending the hearing and determination of this case.”
The judge asked: “Who are those that sought to make the amendment?”
“The 2nd, 3rd and 4th defendants,” the lawyer responded.
“Are they the trustees?” the judge asked and Egbodo responded in the negative.
After the lawyer moved the motion, Justice Ekwo asked him to look at their affidavit evidence and point to him specific averments that made it a case of urgency that would sway the court to grant the application.
The lawyer referred the judge to Paragraph 32 of the affidavit in support and read it in the open court.
The judge ruled: “Motion ex-parte dated 12th March, 2025 praying for injunctive reliefs is moved.
“Order as prayed.
“Case adjourned to 3rd April, 2025, for motion on notice.”
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