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A statement issued by Grameen Bank in response to two press conferences held Thursday by Prof Muhammad Yunus and others at Grameen Telecom Bhaban, claims that the articles of association of Grameen Telecom and Grameen Kalyan - two of the eight social enterprises alleged to have been forcefully taken over by Grameen Bank - were not changed after 2009, as claimed by the entities themselves.
A media statement issued by the bank and signed by its media cell head, Anju Ara Begum, rejected Nobel Laureate Muhammad Yunus’s allegation that they grabbed the Grameen institutions, saying that the accusation is misleading and false.
From it, we also learn what led to the incidents of February 12 - notably painting a much more benign picture of what transpired on the day, from that described by Yunus, or the MDs of Grameen Telecom and Kalyan.
It said that the 155th board meeting of Grameen Bank was held on February 12, and there the chairman and a specified number of directors were nominated to the boards of seven institutions, including Grameen Telecom and Grameen Kalyan.
Grameen Bank asserts that it possesses the legal authority to appoint a chairman and a specified number of directors in institutions created with its financial cooperation and benefits - the latter portion of that, i.e. Grameen Bank monies being used to create them, was repeatedly, vehemently denied by Dr Yunus and the MDs of Grameen Telecom and Kalyan.
The statement also referred to the sections in the two institutions’ formative documents to support the claim: Articles 51 and 35(iii) of the Articles of Association of Grameen Telecom and Articles 32(iii)) and 48 of the Articles of Association of Grameen Kalyan.
Grameen Bank asserts that Yunus was nominated as the chairman of the Grameen Telecom in 1995 and Grameen Kalyan in 1996 in accordance with the Articles of Association of these institutions.
At the Telecom Bhaban press conference, Nazmul Islam, managing director of Grameen Telecom, revealed that the individuals claiming some association with Grameen Bank, cited the 1995 Act to justify their actions, suggesting Grameen Bank had the authority to change Grameen Kalyan's leadership.
However, Islam maintained that this claim was erroneous, as the relevant rule was amended after 2009 and Grameen Kalyan operates independently.
Grameen Bank in its Thursday’s statement claimed this was ‘false, fabricated, misleading and deliberate’.
In a second press conference held at the same venue around 40 minutes later, Barrister Abdullah Al Mamun, legal advisor to Grameen Telecom, said according to articles of association drawn up in 1995 for Grameen Telecom and 1996 for Grameen Kalyan, Grameen Bank had the authority to nominate, not appoint - a key difference - three directors to the board of Grameen Telecom and two to the board of Kalyan. They could also nominate the chairman.
Grameen Bank was now apparently forcefully appointing the chairman of the two entities, but this was unlawful, Barrister Mamun said. After staging the initial grab at around 4.30pm on Monday, they said a ‘letter was coming (from Grameen Bank) appointing new chairmen’ for Telecom and Kalyan. They subsequently padlocked those two offices and left around 7pm.
Eventually a letter arrived around 9pm, but as per Barrister Mamun’s interpretation, the circumstances in which they arose do not allow for any validity to their contents.
“Their nominations have to be accepted in a meeting by the two entities themselves. There is no scope for them to force their choice and seat them as the chair or director,” he said. “Besides, after the changes in 2009, the articles of association were changed and notified to the Registrar of Joint Stock Companies.”
The GB statement further said that in line with the recent decisions made during the 155th meeting, Grameen Bank representatives ‘visited’ six institutions located at Telecom Bhaban, following legal provisions.
It claims its representatives were welcomed and cooperated with during the visit, as they handed over the decision letter of the Grameen Bank board meeting to the higher authorities of the institutions in accordance with the rules.
However, Grameen Kalyan MD Moinuddin Chowdhury had described the GB representatives’ behaviour across the two days as beneath civil. He alleged they created a hostile environment and even resorted to verbally abusing one of their finance officials, and had the staff bring them food - going against the culture of the companies.
Yunus himself, describing the new Telecom Bhaban as a ‘beautiful, new home’ for him and his colleagues at 16 social enterprises housed at the building on Mirpur’s Zoo Road, lamented: “We were only in our own home, minding our own business. We don’t go looking for trouble. Why did it have to come looking for us?”
Meanwhile, the Grameen Bank board, in its statement, expressed the hope that the decisions made during its 155th board meeting “will contribute to fulfilling the commitment upon which Grameen Bank was established.”
But the decisions made at its 155th board meeting are the most significant points of departure from between Grameen Bank and the social enterprises, since it would mean the removal of Dr Yunus as chairman, and most likely altogether, from the social enterprises he inspired, the report added.
The GB statement also challenged what it called “Yunus’s claim of ownership over the Grameen Bank and institutions it created.”
We could find no instance of such a claim being made by the Nobel laureate on Thursday. Rather it was clarified on more than one occasion that he is an unsalaried chairman of the social enterprises. Not their owner.
