As the rift between the Black Management Forum and a faction aligned to the organisation's "stalwart" Mzwanele Manyi deepens, the BMF board led by its president Mpho Motsei is set to take the war to the Gauteng High Court.
In an affidavit seen by the Mail & Guardian forming part of an urgent court application expected to be heard by the court next week, BMF Limpopo chairperson Ramatsobane Daisy Raphela cited respondents, who include Manyi, as "operating an unlawful parallel BMF board".
Raphela said: "They have purported to suspend three directors, among them the second applicant (Motsei), the BMF's president.
"They are communicating with the BMF's provincial structures and stakeholders as if they were its board, have locked the BMF's offices against its own employees and are disparaging board members in the press. They have thrown the management and control of the BMF into disarray.
"None of this conduct is authorised by the BMF's memorandum of incorporation (MOI)," she said.
Raphela has asked the court to urgently hear the matter, seeking a spoliation order directing BMF MD Monde Ndlovu to restore the organisation's possessions to its office premises.
The application also seeks an interim interdict restraining the respondents "from purporting to act as, or on behalf of its board".
Reflecting on a meeting held on 29 June, chaired by BMF deputy president Lilly Moabi attended by Manyi and members of a previously disbanded executive committee, Motsei described the gathering as "not formally sanctioned or reconstituted by the board".
The meeting decided to place Motsei on a precautionary suspension. He said the meeting was "not convened in accordance with the organisation's established governance framework".
Said Motsei: "The meeting did not meet the required board quorum, had no company secretary in attendance and no members of the executive were present.
"MD Monde Ndlovu did not attend the meeting. Consequently, the meeting lacked the necessary procedural and governance requirements to constitute a properly convened board meeting. Based on the provisions of the MOI, the meeting may therefore be regarded as irregular and without proper authority.
"The convening and conduct of such a meeting notwithstanding the absence of the required governance structures and formal authorisation reflects a serious disregard for the organisation's constitutional and governance processes.
"It demonstrates what may reasonably be characterised as reckless and heedless conduct that is contrary to the principles of responsible institutional leadership."
He said it was "particularly surprising that Ndlovu despite not attending the meeting himself appears to be aligned with or supportive of actions that are alleged to have been undertaken outside the established governance framework and without the proper authority of the board".
"This sought to circumvent board decisions and take instructions from Mzwanele Manyi, contravening the organisation's established rules, with the board having been left with no option but to suspend him," said Motsei.
Asked by the M&G to comment on the BMF crisis and powers of stalwarts in the organisation, Manyi said it was "a violation of BMF MOI, policy and tradition to discuss internal matters of the BMF with media", adding "it would be undisciplined and thuggish behaviour for me to engage the media on internal matters. This would warrant my expulsion from the organisation".
Commenting on the role and authority of BMF stalwarts, Motsei said their mandate within the organisation carried "no formal or legal authority and does not confer any operational or executive mandate".
He maintained: "Stalwarts serve in an advisory capacity, drawing on their experience, institutional knowledge and historical contribution to provide guidance where appropriate. Their role is therefore consultative rather than operational. They do not have the authority to direct, instruct or interfere in the day-to-day affairs or governance of the organisation.
"Any attempt to exercise operational authority without a formal mandate, would be contrary to the established governance framework and could effectively amount to an abuse of influence tantamount to attempting to lead the organisation from the grave.
"The distinction between honouring the contributions of past leaders and allowing historical influence to override the authority of the duly constituted leadership must therefore be maintained to protect the integrity, accountability and proper governance of the organisation."
He said the purported suspensions issued by Moabi were "null and void — without legal effect as they were not authorised by a properly constituted and quorate board acting within the powers conferred upon it by the organisation and applicable governance framework".
"This is attempted burglary and hijacking; any decisions purportedly taken under such circumstances are therefore fundamentally defective. It is on this basis that we are seeking appropriate relief from the courts to have the legal status and validity of these actions formally determined, ensuring that the organisation's governance structures and constitutional processes are respected."
Following the commencement of the term of the newly-elected leadership, Motsei said the board commissioned a forensic investigation "which uncovered significant concerns and alleged impropriety spanning five or more years before our tenure".
He said the BMF board aimed to implement several reforms, which included obtaining a court order, among them, conducting a governance compliance audit, reviewing the conduct of those involved in destabilising the BMF and initiating formal disciplinary action.