[To fully understand this story, you should first read:

  1. Kingsland Directors Do It Again! AGM called in Violation of Company’s Act
  2. Suspicions Confirmed: No Audited Financials filed for Classic]

Both Kingsland and the company that owns most of Kingland’s shares, Classic, have not filed the comparative financial statements required by law. A recent check with the Corporate Registry confirmed that the Kingsland file was still missing. Simply put, there should be no meeting because there are no figures. Both companies are defendants in the Canadian Action.

On June 27, Alair Shepherd, acting on behalf of Madge Knox, sent a FAX to Clyde Turney at R.G. Mandeville asking for the cancellation of the Kingsland Annual General Meeting (AGM). Clyde Turney (aka Gittens Clyde Turney) is also defendant in the Canadian Action, and is a lawyer for both Kingsland and Classic.

Alair Shepherd stated that the Audited Financial Statements for that year were still not available, and if the meeting took place it would be in breach of at least section 151 of the Companies Act.

Clyde Turney sent this reply, stating that the AGM had been adjourned:

———-

Turney’s Use of Word “Adjournment” Deemed Unacceptable

Meaning of Adjournment (Wikipedia):

  • “To adjourn means to suspend until a later stated time.”
  • “In law, adjournment means to suspend proceedings to another time or place.”

The Knox family held that it would be impossible to adjourn a meeting that had never been called. Proceedings cannot be suspended if they were never started. This concern was relayed to Clyde Turney, who refused to state that the meeting was cancelled. Since the meeting could not be adjourned, and since Clyde Turney did not want to use the word “cancelled”, meaning called off, the Kingsland AGM was considered not cancelled. Turney conceded by stating that “absolutely no business” would be conducted at this AGM.

One of us felt that Monday was the last possible day for the AGM to be held without breaking another part of the Act. If Turney could claim adjournment, this might help the directors.

AGM Convened on June 30, 2008 at office of PricewaterhouseCoopers

Before 2:30pm, Madge and John Knox, Jane Goddard and their lawyer, Alair Shepherd, were at the office of PricewaterhouseCoopers, Financial Services Centre, Bishop Courts Hill, St. Michael, the location of the Kingsland AGM. When they asked if they would be able to attend, they were told they would have to wait for Clyde Turney. Turney arrived late. He stated that only Madge’s lawyer Alair Shepherd would be allowed to accompany her into the meeting … but there was a catch - Alair would not be allowed to speak! Alair Shepherd was therefore given Madge’s proxy and went alone into the meeting so that he could be both seen and heard.

Phalanx

Here is what I have put together based on what Alair Shepherd relayed to my brother, John Knox. Alair was surprised to see so many people at the meeting. He jokingly described his experience as “being confronted by a phalanx“!

Attending the Kingsland AGM were:

  • Clyde Turney of R.G. Mandeville, attorneys for Kingsland and Classic
  • Richard Cox, Chairman of both Kingsland and Classic (also probably holding proxy for Classic)
  • Allan Cox, Director
  • Another person believed to be a director of Kingsland, presumably Gerard Cox
  • Errie Deane, Secretary
  • Owen Deane, Shareholder
  • Alair Shepherd, Proxy for Shareholder Madge Knox
  • Philip Atkinson, Auditor, PricewaterhouseCoopers East Caribbean Firm
  • Ronaele Dathorne, Corporate Services Ltd., Assistant Secretary
  • Another representative of Corporate Services Ltd., believed to be Judy Watson

Adjournment

Now that the Kingsland board of directors had actually met, though probably without any legal standing, Clyde Turney could now get his burning desire for an adjournment satisfied.

Clyde Turney stated that the meeting was adjourned.

Alair enquired about setting a date for the next meeting.

Turney did not want to discuss rescheduling.

Alair asked when the audited financial statements would be ready.

The PwC representative said that the draft figures would be presented to the board within a week.

After the meeting, Alair opined that it might be possible for the AGM to be held in a month’s time.

Conclusion

Yes, ten dedicated souls braved the Bridgetown traffic to attend a meeting with the unswerving commitment to do “absolutely no business”. Turney took this so seriously that he had not even thought of discussing the date for the next meeting.

None of this can hide the fact that both Kingsland Estates Limited and its majority shareholder Classic Investments Limited are in apparent violation of the Companies Act. I only use the word “apparent” because I believe it is possible that the Government of Barbados effectively has the power to excuse any failure to comply with any law. The Government has consistently turned a blind eye to these violations, and is also a defendant in the Canadian Action.



Disclaimer: The contents of these documents should be taken as unproven allegations. What we state here is our opinion. I am not a lawyer. On the other hand, we welcome and value comments. Under the circumstances, anonymous comments are most welcome. Please follow these guidelines:

  • Please refrain from making defamatory or libelous statements like calling people frauds or liars. A personal attack strategy is usually a sign of weakness.
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Additional Reading:

  • adjournment without a date from Wikipedia: Adjournment sine die (from the Latin, “without day”) occurs when an organized body’s existence terminates.
  • more on phalanx: “The phalanx (plural phalanxes or phalanges) is a rectangular mass military formation, usually composed entirely of heavy infantry armed with spears, pikes, or similar weapons.”
    “The Hoplite Phalanx was weakest when facing an enemy fielding lighter and more flexible troops without its own such supporting troops.”