A Zimbali resident’s request to keep a small dog has triggered a governance war and two High Court battles involving a ‘rogue’ chairperson, ‘not uncontroversial’ actions by a board member, and an ‘irregular’ homeowner’s investigation into the KZN estate’s no-pets policy.

In the first matter last Wednesday, reports TimesLIVE, Zimbali Management Estate Association (Zema) director and chartered accountant Gaynor Arnold sought an urgent interdict to stop a 21 May meeting, called by chair Marc Dunlop to remove her from the board.

Arnold says this is because she is a ‘thorn in his side’ and acting in the interests of the estate, challenged him on governance issues.

In her papers, she says the dispute arose because she and Dunlop were divided on several governance issues, including the estate’s controversial no-pets policy – a blanket rule on owning cats and dogs because the estate is a protected conservancy.

Arnold, who has been a board director since 9 July 2024, also asked the court to declare Dunlop’s convening of the meeting as ‘unlawful and invalid’.

He e-mailed board members notice of the meeting on 6 May listing two items on the agenda – the first being Arnold’s removal and the second calling for a vote on his removal. Dunlop listed a litany of allegations against Arnold, including a current investigation into R600 000 spent on tactical training and millitary equipment, allegedly by former board leadership.

The second item dealt with a vote to remove Dunlop based on his alleged fiduciary failures. Arnold said her run has not been ‘uncontroversial’, with the latest clash calling for Dunlop’s removal after he ‘unilaterally’ reversed the ban on pets without consulting the directors.

This was seemingly triggered after VDM attorneys on behalf of Zimbali dog lover Mark Whitfield sent the board an eight-page legal opinion in December that Zema’s no-pets rule was unconstitutional.

Arnold advised that they should not act prematurely without legal advice.

According to TimesLIVE, Dunlop e-mailed the board, saying the opinion was ‘very compelling’ and proposed a conciliatory pet policy. Zema’s attorney advised that they could procedurally change estate rules if they met certain conditions. But on 23 January, Dunlop sent a memo to all Zimbali homeowners allegedly on behalf of the board revoking the no-pets policy.

Arnold said this was not authorised by the board and they immediately retracted the memo and distanced themselves from Dunlop’s statement.

She said a special general meeting to remove him was ‘frustrated’ by Dunlop. This prompted one resident, Ian Walker, to get legal opinion from two senior counsel about Dunlop’s actions.

They found it constituted ‘reckless and unlawful conduct, amounted to a serious breach of his fiduciary duty as director and constituted grounds for a declaration of delinquency under the Companies Act’.

But before any action could be taken, Arnold got the meeting notice, which she believes was engineered by Dunlop to kick her off the board.

After she served papers on Zema and Dunlop, his private attorney gave an undertaking that the meeting would not continue and the parties would meet, which was the relief she was seeking. The court matter was adjourned. 

The second High Court matter involved Walker, who last Friday went to court to stop a Community Scheme Ombud Service (CSOS) investigation into a March complaint lodged by Whitfield into the no-pets policy.

Walker challenged the ‘highly prejudicial conduct’ of CSOS, which he said failed to involve him as an affected party, provide necessary documents, and asked for the process to start afresh.

Last Friday, an order was granted against CSOS, and the process will start afresh with all affected parties. The matter was adjourned to July.

Full TimesLIVE report