Plaintiff,
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`CAUSE NO. CC-15-01548-A
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`§
`EMMANUEL IGWE, in behalf of
`§
`OBOWU FOUNDATION DALLAS, INC.
`§
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`§
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`§
`
`§
`v.
`§
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`LUI AKWURUOHA, ANDREW OKAFOR, §
`EDDIE OSUAGWU, and CHRISTOPHER
`§
`OBGUEHI,
`§
`
`§
`§
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`Defendants.
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`FILED
`6/10/2016 8:05:03 PM
`JOHN F. WARREN
`COUNTY CLERK
`DALLAS COUNTY
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`IN THE COUNTY COURT
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`AT LAW NO. 1
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`DALLAS COUNTY, TEXAS
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`______________________________________________________________________________
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`_______________________________________________________________________________
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`TO THE HONORABLE JUDGE OF SAID COURT:
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`
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`NOW COMES, Plaintiff EMMANUEL IGWE, in behalf of OBOWU FOUNDATION
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`DALLAS, INC., and brings this Plaintiff’s Proposed Findings of Fact and Conclusions of Law:
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`I.
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`FINDINGS OF FACT
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`1.
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`Obowu Foundation Dallas, Inc. (“Obowu Foundation”) is a Texas charitable or
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`non-profit corporation, registered on April 29, 2005.
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`2.
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`3.
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`Obowu Foundation is a separate entity, and not a subsidiary of Obowu Union.
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`Obowu Foundation filed its Articles of Incorporation with the Secretary of State
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`of Texas on April 29, 2005.
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`4.
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`Obowu Foundation exists for the purpose of providing relief to the poor and
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`underprivileged individuals from the Obowu village of Nigeria.
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`5.
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`The Articles of Incorporation vest management of the Obowu Foundation’s
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`affairs in its Board of Directors.
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`

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`6.
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`Foundation.
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`7.
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`The Articles of Incorporation provide a perpetual existence of the Obowu
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`Obowu Foundation amended its Articles of Incorporation, and filed the same with
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`the Secretary of the State of Texas on May 16, 2005.
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`8.
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`A purported amendment to the Articles of Incorporation on or about September
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`19, 2007 is null, void, and of no effect.
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`9.
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`The Obowu Foundation executed Bylaws that control the corporate governance of
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`the Obowu Foundation.
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`10.
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`Article V of the Bylaws addresses the requirements of the roles, duties,
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`appointments, elections, vacancies, and terms of Obowu Foundation’s officers and directors.
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`11.
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`12.
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`Emmanuel Igwe is the Chairman of Obowu Foundation.
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`Pursuant to the Articles of Incorporation, Obowu Union has no authority,
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`oversight, management, or other role with regard to the activities of Obowu Foundation.
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`13.
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`Pursuant to the Bylaws, Obowu Union has no authority, oversight, management,
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`or other role with regard to the activities of Obowu Foundation.
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`14.
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`On November 2, 2014, while at an Obowu Union meeting, Defendants attempted
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`to interfere with the corporate affairs of Obowu Foundation, by instigating a resolution to
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`dissolve the current Board of Directors of Obowu Foundation.
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`15.
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`16.
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`On November 25, 2014, Plaintiff sent a cease and desist letter to Defendants.
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`Defendants filed a Public Information Report with the Texas Secretary of State,
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`attempting to dissolve the Board of Directors of the Obowu Foundation.
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`17.
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`Andrew Okafor is not a member of Obowu Foundation. Obowu Foundation has
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`no members.
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Igwe v. Akwuruoha, et al.
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`Page 2
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`18.
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`Eddie Osuagwu is not a member of Obowu Foundation. Obowu Foundation has
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`no members.
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`19.
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`members.
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`20.
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`Chris Obguehi is not a member of Obowu Foundation. Obowu Foundation has no
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`The August 8, 2014 Notice of Intent to Forfeit Right to Transact Business was
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`sent by the State to the office of Lui Akwuruoha.
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`21.
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`The October 17, 2014 Notice of Forfeit of Right to Transact Business was sent by
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`the State to the office of Lui Akwuruoha.
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`22.
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`The October 24, 2014 Notice of Forfeiture of Right to Transact Business was sent
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`by the State to the office of Lui Akwuruoha.
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`II.
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`CONCLUSIONS OF LAW
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`23.
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`“The board of directors a corporation may be wholly or partly elected by one or
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`more associations or corporations organized under the laws of this or another state if: (1) the
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`certificate of formation or bylaws of the corporation provide for that election; and (2) the
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`corporation has no members with voting rights.” TEX. BUS. ORGS. CODE § 22.207(b).
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`24.
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`“Unless otherwise provided by the certificate of formation or bylaws of the
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`corporation, a vacancy in the board of directors of a corporation shall be filled by the affirmative
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`vote of the majority of the remaining directors, regardless of whether that majority is less than a
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`quorum.” TEX. BUS. ORGS. CODE § 22.212(a).
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`25.
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`“If the corporation has a board of directors, a corporation may not have fewer
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`than three directors.” TEX. BUS. ORGS. CODE § 22.204(a).
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Igwe v. Akwuruoha, et al.
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`Page 3
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`26.
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`“The number of directors may be increased or decreased by amendment to, or in
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`the manner provided by, the certificate of formation or bylaws.” TEX. BUS. ORGS. CODE §
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`22.204(b).
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`27.
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`The Bylaws of Obowu Foundation are a valid contract that control the
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`management and regulation of the Obowu Foundation. TEX. BUS. ORGS. CODE § 22.102(b).
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`28.
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`The Articles of Incorporation of Obowu Foundation are controlling on the Obowu
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`Foundation.
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`29.
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`“A provision of a certificate of formation of a corporation that is inconsistent with
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`a bylaw controls over the bylaw, except as provided by Subsection (b). A change in the number
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`of directors by amendment to the bylaws controls over the number stated in the certificate of
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`formation, unless the certificate of formation provides that a change in the number of directors
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`may be made only by amendment to the certificate.” TEX. BUS. ORGS. CODE § 22.103.
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`30.
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`Amendments to the Articles of Incorporation by the Board of Directors can only
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`be amended pursuant to TEX. BUS. ORGS. CODE § 22.107.1
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`31.
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`Defendants willfully and intentionally interfered with the Bylaws by attempting to
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`dissolve Obowu Foundation’s Board of Directors at an Obowu Union meeting, on November 2,
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`2014. Browning-Ferris, Inc. v. Reyna, 865 S.W.2d 926-27 (Tex. 1993).
`
`
`1 (a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under
`Subsection (b), an amendment to the corporation's certificate of formation shall be adopted at a meeting of the board
`of directors on receiving the vote of directors required by Section 22.164.
`(b) Except as otherwise provided by the certificate of formation, the board of directors of a corporation with
`members having voting rights may, without member approval, adopt amendments to the certificate of formation to:
`(1) extend the duration of the corporation if the corporation was incorporated when limited duration was required by
`law;
`(2) delete the names and addresses of the initial directors;
`(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file
`with the secretary of state; or
`(4) change the corporate name by:
`(A) substituting the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,”
`“inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name; or
`(B) adding, deleting, or changing a geographical attribution to the name. TEX. BUS. ORGS. CODE §22.017.
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Igwe v. Akwuruoha, et al.
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`Page 4
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`32.
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`Defendants willfully and
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`intentionally
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`interfered with
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`the Articles of
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`Incorporation by attempting to dissolve Obowu Foundation’s Board of Directors at an Obowu
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`Union meeting, on November 2, 2014. Browning-Ferris, Inc. v. Reyna, 865 S.W.2d 926-27 (Tex.
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`1993).
`
`33.
`
`Defendants willfully and intentionally interfered with the Bylaws by filing the
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`Public Information Report with the Texas Secretary of State. Browning-Ferris, Inc. v. Reyna,
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`865 S.W.2d 926-27 (Tex. 1993).
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`34.
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`Defendants willfully and
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`intentionally
`
`interfered with
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`the Articles of
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`Incorporation by filing the Public Information Report with the Texas Secretary of State.
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`Browning-Ferris, Inc. v. Reyna, 865 S.W.2d 926-27 (Tex. 1993).
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`35.
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`Defendants breached the Bylaws by failing to properly call and notice a special
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`meeting to remove certain Directors of Obowu Foundation. Southwell v. University of the
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`Incarnate Word, 974 S.W.2d 351, 354-55 (Tex. App.—San Antonio 1998, pet denied).
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`36.
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`Defendants breached the Bylaws by failing to properly announce on the agenda,
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`the removal of certain Directors of Obowu Foundation. Southwell v. University of the Incarnate
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`Word, 974 S.W.2d 351, 354-55 (Tex. App.—San Antonio 1998, pet denied).
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`37.
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`The actions by Defendants in dissolving the Board of Directors of Obowu
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`Foundation was null, void, and of no effect. TEX. CIV. PRAC. & REM. Code § 37.004.
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`38.
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`Defendants are required to provide an accounting for funds raised for Obowu
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`Foundation. Michael v. Dyke, 41 S.W.3d 746, 754 (Tex. App.—Corpus Christi 2001).
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`39.
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`Defendants’ acts attempting to dissolve the Board of Directors of Obowu
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`Foundation were wrongful. Jim Rutherford Investments Inc. v. Terramar Beach Community
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`Ass'n., 25 S.W.3d 845, 849 (Tex. App.—Hous. [14 Dist.] 2000, pet. den’d).
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`
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Page 5
`Igwe v. Akwuruoha, et al.
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`40.
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`Defendants’ wrongful actions in attempting to dissolve the Board of Directors
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`create the existence of imminent harm. Jim Rutherford Investments Inc. v. Terramar Beach
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`Community Ass'n., 25 S.W.3d 845, 849 (Tex. App.—Hous. [14 Dist.] 2000, pet. den’d).
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`41.
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`Defendants’ wrongful actions in attempting to dissolve the Board of Directors
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`create irreparable injury. Jim Rutherford Investments Inc. v. Terramar Beach Community Ass'n.,
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`25 S.W.3d 845, 849 (Tex. App.—Hous. [14 Dist.] 2000, pet. den’d).
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`42.
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`There is no adequate remedy at law to protect Plaintiff from Defendants’
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`wrongful actions. Jim Rutherford Investments Inc. v. Terramar Beach Community Ass'n., 25
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`S.W.3d 845, 849 (Tex. App.—Hous. [14 Dist.] 2000, pet. den’d).
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`43.
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`Defendants are permanently enjoined from attempts to enforce the dissolution of
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`the Board of Directors of Obowu Foundation.
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`44.
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`Defendants are permanently enjoined from using or removing any funds raised for
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`Obowu Foundation from any account.
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`45.
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`Defendants are permanently enjoined from interfering with the lawful functions of
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`the duly elected Board of Directors, as described in the Articles of Incorporation and/or Bylaws.
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`46.
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`Obowu Foundation was damaged by Defendants’ unauthorized use of funds
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`raised by Obowu Foundation.
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`47.
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`proceeding.
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`48.
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`Plaintiff is entitled to recover reasonable attorneys’ fees and court costs in this
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`Eddie Osuagwu and Christopher Obguehi are not members of the Board of
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`Directors of Obowu Foundation.
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`Obowu Foundation recovers prejudgment and post-judgment interest.
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`49.
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Igwe v. Akwuruoha, et al.
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`Page 6
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`Respectfully Submitted,
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`GAGNON, PEACOCK & VEREEKE, P.C.
`4245 N. Central Expressway
`Suite 250, Lock Box 104
`Dallas, Texas 75205
`Telephone: (214) 824-1414
`Facsimile: (214) 824-5490
`Email: attorneys@gapslaw.com
`
`
`
`/s/ J.B. Peacock, Jr.
`J.B. Peacock, Jr.
`State Bar No. 15678500
`David M. Vereeke
`State Bar No. 20547500
`Colin P. Benton
`State Bar No. 24095523
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`By:
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`ATTORNEYS FOR PLAINTIFF
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`CERTIFICATE OF SERVICE
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`This is to certify that on the 10th day of June, 2016, a true and correct copy of the
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`foregoing document was served upon the following:
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`Rita I. Uzowihe
`8500 N. Stemmons Freeway
`Suite 3045
`Dallas, Texas 75247
`Telephone: (214) 634-9944
`Facsimile: (214) 634-9955
`E-mail: ritauzowihe@gmail.com
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`
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`Lui O. Akwuruoha
`1140 Empire Central Drive, Ste. 205
`Dallas, Texas 75247
`Telephone: (214) 631-2500
`Facsimile: (214) 631-0900
`E-mail: lakwuruoha@sbcglobal.net
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`VIA ELECTRONIC MEANS
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`VIA ELECTRONIC MEANS
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`/s/ J.B. Peacock, Jr.
`Of Gagnon Peacock & Vereeke, P.C.
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`PLAINTIFF’S PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
`Igwe v. Akwuruoha, et al.
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`Page 7