The National – Tuesday, June 14, 2011
By PISAI GUMAR
DISTRICT bishops of the Evangelical Lutheran church of PNG say that laymen officials have breached the church’s constitution, company laws and, in the process, are in contempt of court in making business decisions.
These laymen had also misled the church council for more than six months into believing that certain business-related changes had not been made.
However, the alleged changes had been effected at the Investment Promotion Authority, affidavits filed in the National Court in Lae stated.
The affidavits by the bishops, who are known as presidents, were obtained by The National.
They show that the laymen – church secretary Albert Tokave, finance secretary James Pena, German adviser Lothar Stock and the Jabem church district representatives Titi Solomon and Australian Chinese Ben Woo – were involved in making changes to the IPA records of the church’s trust company ELC-PNG Nominees Ltd last Aug 2 and Aug 13.
These laymen were not a lawful authority to hold a meeting and make changes to ELC-PNG Nominees Ltd or the church’s business arm, Kambang Holdings, the affidavits said.
“This was fraudulently done and backdated to June 17,” the affidavits stated.
The presidents said when the names of the laymen were nominated last June, there was a dispute and the matter was deferred to the November session of the church council.
The presidents explained that all shareholders’ meetings were governed by processes described under section 102 while appointments were under section 134 of the Companies Act 1997 and schedule 1 of the
constitutions of both ELC-PNG Nominees Ltd and Kambang Holdings.
The process would entail a minute from the church council to the trust company (Nominees) for it to act.
There was no minute of the shareholders’ meeting of June 17 for Nominees Ltd and for Kambang Holdings on Sept 21 last year – the days when decisions were made to make the changes, the affidavits said.
The presidents said the five laymen were also in breach of schedule 4 section 4 in which they held meetings and made decisions when they did not have the required quorum of six, thereby, also contravening section 108 of the Companies Act.
“Therefore, Nominees Ltd does not have a company board,” the affidavits stated.
The affidavits noted several other discrepancies:
*Pena holding five senior positions as finance secretary, director as well as company secretary of ELC-PNG Nominees Ltd and director and also surrogate secretary of Kambang Holdings;
*Tokave, according to the church constitution, should be the public officer, or the proxy, and could not be a member of ELC-PNG Nominees board;
*Stock, the German, could not be holding any substantive post because he was in an acting capacity as treasurer, and that diplomatic protocol between Lutheran churches overseas (including Germany) do not allow expatriates from taking any roles and responsibilities other than that which they were brought to PNG for;
*Woo, the Australian Chinese Lae-based businessman, not being a council member; and
*Solomon, not being nominated in the council and yet appearing on the IPA registry.