January 14, 2002
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EDF shaken-up
but not end of it
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M. Filli A. May it be said from the outset
that there is no place, to say the least, in the Board of EDF for some one that
makes public statements as N.K. not because of her statement per se but
because such remarks contradict in no uncertain terms the core mission of EDF
in general and the Board members in particular: Solicit humanitarian funds.
With the elimination of this one person from the equation, I don't see any
reason why the function of the rest of the Board, including Dr.Haile, should
be impaired because the existence and functionality of the EDF does not
stipulate Dr. Haile’s continuous chairmanship of the Board. Dr. Haile is
still an active member of the Board and his contributions as such are
invaluable assets to EDF. Having said that, it is once again about a Meeting! This time the Meeting was held and well over half of the legitimate participants were present and the statutory quorum that is required to conduct valid business was assured. The meeting was one of the four regularly scheduled meetings of the Board. Rhetoric aside, the meeting and the business conducted on January 5, 2002 was not only in conformance with EDF bylaws but also true of the way corporations do business and EDF is but a corporation! The Board has all the power and authority to make the changes it made as provided for by article 2.1 of the EDF Bylaws: “2.1 General Powers. All corporate powers
shall be exercised by or under the authority of, and the business and affairs
of the Corporation shall be managed under the direction of, the Board of
Directors of the Corporation (the “Board”)” That being said, Article 2.4, quoted below, is,
unfortunately, not applicable to the meeting on 01/05/02 because the
chairman, through no body's fault but his own, failed to attend the meeting.
In light of his absence, the operative article according to EDF Bylaws is Article
2.5. Hence, the notion that article 2.4 were violated is baseless because
article 2.4 is operative only when the chairman is physically present at
respective EDF meetings The shocks over the sudden change of guard at
the EDF over the weekend are understandable but to my knowledge not illegal,
correct me if I were wrong. It appeared somewhat surreal because EDF has
always been associated with Dr.Haile Mezghebe and the shake-up was linked
with the name N.K. Dr. Haile, as they say “may be down but not out”. He is
still a member of the Board in good standing and his involvement as such is
indispensable. The EDF is not a mass organization but a non-profit
organization that has taken the form of a corparation: “Eritrean
Development foudation, Inc.” Also known as a non-profit corporation. The EDF
doesn’t have members but supporters and donors. Furthermore, EDF is a
humanitarian not a political organization. Hence, Board members cannot be
screened because of their political affiliation. Dr.Haile himself in his
recent interview at Asmarino.com has reiterated this. Governments come and
go, but EDF should stay and fulfill its humanitarian duties regardless of who
is ruling the country. EDF need not support or oppose any government but must
find a way to work with every government. Let me repeat the obvious: EDF has
a statutory obligation to stay out of the political frays in our country. Finally, it makes sense to call for the
removal of N.K. from the Board of EDF, but with that achieved; it is not
reasonable to call for the demise of EDF as such. Therefore, I join others in
suggesting that for all practical purposes and reasons EDF should remain
intact. It may no more be business as usual because by now EDF’s public image
has been somewhat tarnished; but with a little of PR work and good will, EDF
could be brought back on track. “2.4 Chair of the Board. The Chair of the Board shall
be elected annually by the Board, shall preside at all meetings of the Board
and the Executive May EDF prevail? Dr. M. Filli A. |