Samata Foundation’s Board Members Dispute Legality of New Board of Directors Election

The Samata Foundation, which focuses on social justice, has seen controversy over its recent board of directors election. Founder and board member Sumitra Manandhar Gurung and another board member, Sarita Pariyar, have claimed that the general meeting held on March 15, which elected a new board, was illegal. Gurung and Pariyar allege that a member not on the board called for the meeting and interfered without permission. They also claim that the new board’s decisions are not acceptable and that its actions will be illegal.

The foundation’s statutes state that the term of office for the then-working committee was until July 30, 2023. The committee consisted of five members, including executive chairman Pradeep Pariyar, board members Gurung and Pariyar, Madan Pariyar, and Thakurnath Dhakal. However, Gurung and Pariyar allege that the board was reduced to an eight-member committee after an internal dispute, and the new board was elected by an illegally convened general meeting on March 15. They claim that the new board’s composition is homogenous in terms of caste and gender, which goes against the foundation’s aim of promoting equality and inclusion.

Gurung and Pariyar disagree with the majority of members who supported the new board, stating that it is not in line with good governance and resource utilization. They have protested that the general meeting was held instead of a board of directors’ meeting, and that the meeting’s decisions were illegal. They are seeking proper treatment for the new board’s decisions and irregular activities.

Press release: 

Illegitimate New Board Makes Unacceptable Moves at Samata Foundation

Dalit community has been kept at the very bottom of the caste hierarchy in Nepal. Dalits alone do not experience the caste system; most Nepalis are also part of this oppressive system. Embracing the social reality that no Nepali is unaffected by the caste system, Samata Foundation has been continuously working since the last 13 years towards creating an equitable society by putting Dalit perspectives at the center. The tenure of five-member Board of Directors remains effective until July 30, 2023.

However, we, the majority of the Board Members, are very concerned about the unequitable attitudes fostering within Samata Foundation for some time. Within the organization, we raised serious questions not only about nepotism, favoritism, gender discrimination and intra-Dalit caste discrimination, but also about good governance and utilization of funds. Recently, a member who is no longer legally in the position of a Board Member has been directing the “Executive Chairperson”, Pradip Pariyar, regarding whether to hold executive committee meetings, presenting and behaving himself as the Chairperson of the Board of Directors, and without any authority demanding explanations from other Board Members. Such malpractice in an organization having enormous social responsibility has compelled us to interrogate and raise objections.

Objecting to such illegitimate tendencies, one of us (Founding Board Member Sumitra Manandhar Gurung) warned the annual general meeting and the Board on 12 February, 2023 with this note: ‘We all are aware that the institution is facing grave governance problem as evidenced by a series of letters from ‘Executive Chair’( whose role has yet to be cleared by legal process provisions), the sub-committee formed to assess the governance status and my own questions on number of issues written on Jan 19 to the executive chair, without responding to the issues raised, the executive chair unilaterally called the AGM without the board’s decision. This is yet another evidence that the institution does not adhere to the bylaws of the institution. I have waited for the call for the board meeting to clear the standing issues. I do not think the ‘Executive Chair’ had fulfilled the legal requirements to hold AGM. Therefore, let us call for the board meeting and be on track of governance. I do not feel comfortable to attend an AGM that is not called through the legal process. I have consulted Sarita Pariyar and Thakur Dhakal and come to the same consensus. Please let us do our best as members of Board of Samata Foundation in following the governance rules.’

Ignoring this email and without calling for a Board meeting, “Executive Chairperson”, suddenly sent a letter to Board members on 13 February 2023, calling for the annual general meeting (AGM). This was done despite the fact that a notice for the AGM may be issued only after a Board Meeting has been held to discuss the financial audit report and other documents. The AGM was called based on a unilateral and illegitimate decision which ignored the legal status of the majority of board members, and their questions and dissenting opinions. Additionally, the financial audit report, approved by the AGM, must contain a Unique Document Identification Number (UDIN). The audit report does not contain this number. An AGM shamefully held on February 13, 2023, by five men, all from the same Dalit sub-caste, expanded the number of Board Members from Five to Eight. On March 15, 2023, we received an official letter informing us that Dr. Madan Pariyar has been selected as the Chairperson of the Board. As the majority of Board members, we do not endorse the decisions of such an illegitimate AGM and the formation of new Board. These actions and decisions are contrary to Samata Foundation’s mission, which advocates for equity and inclusivity.

The decision to accept the resignation of the Executive Chairperson Pradip Pariyar and the decision to appoint Dr. Madan Pariyar as the new chairperson are illegal and invalid. Therefore, we are working to find ways to address the irregularities at the organization and counter the illegal moves of the new illegitimate Board. Therefore, we want to inform everyone concerned that not only the correspondences and emails but also proceedings, actions, collaborations, and any other activities carried out by unauthorized persons from the board are illegitimate. Since any action or collaboration entered with individuals appointed on the basis of illegal decisions are invalid as per the prevailing laws, we want to request everybody concerned to be cognizant of the fact that they will have to bear the responsibility for consequences of such illegitimate actions and invalid decisions.

We apologize for the inconvenience caused. Thank you,

Dr. Sumitra Manandhar Gurung, Founding Member and Board Member

Sarita Pariyar, Board Member

Date: 16-3-2023