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NICA'S MEETING FAILS FOR LACK OF QUORUM November 5 Next Meeting Regardless Of Attendance


Their ears itching for information about their invested funds, a number of shareholders in the National Investment Company of Anguilla (NICA), attended a meeting called by the Board but were disappointed by its postponement although the reason was clear. They were told that the meeting, at the Stoney Ground School Auditorium on Monday afternoon, October 22, lacked a quorum and therefore under the company’s by-laws could not be held.



Bob Rogers (2nd from right) with Don Mitchell and other shareholders
Bob Rogers (2nd from right) with Don Mitchell and other shareholders
The meeting was scheduled to commence at 5.00. After half an hour however, not enough shareholders and proxies were present, as required by the by-laws, to satisfy the needed representation of 51% of the total value of the shares. The meeting was delayed for another five minutes but hardly any more persons appeared to form the required quorum.

It was a meeting long overdue and appeared to have been forced by a pressure group led by John Rogers (Bob) of Stoney Ground, whose family members are shareholders and had won a court case against the company.


L-R: Vida Lloyd Richardson, Felicia Hill, Lawyer Navine Fleming speaking and Calvert Carty
L-R: Vida Lloyd Richardson, Felicia Hill, Lawyer Navine Fleming speaking and Calvert Carty
Those at the head table included NICA’s Chairman, Calvert Carty; Felicia Hill, Accountant; Vida Lloyd-Richardson, a Shareholder and a Director; and Barrister-at-Law Navine Fleming who represented Joyce Kentish & Associates, the Legal Advisers for the company.
After waiting for the extended time, Ms Fleming, who is in charge of the portfolio for NICA, said the time was up and that the meeting had to be postponed as there was not a quorum.

“Ladies and gentlemen, NICA holds 4,700,205 shares (four million, seven hundred thousand, two hundred and five),” she informed the shareholders at the meeting. “We need 51 percent of those shares which would be equalled to 2,397,104 shares (two million, three hundred and ninety-seven thousand, one hundred and four). This evening in house we only have 1,081, 900 shares (one million, eight-one thousand, nine hundred) at this meeting with respect to those persons present and the proxies they hold.”
Ms Fleming advised the shareholders that under both the Company’s Act and the by-laws, the meeting had to be adjourned for two weeks until Monday 5th November, 2007 at 5 p.m. She explained that if there was still not a quorum that the meeting would have to go on regardless of how many persons and shares were present.

Asked to comment on the matter, Mr. Carty stated that over the years shareholders had attended meetings “with great expectations of hearing that NICA has done, or is preparing to do great things regarding the shares they purchased but have not seen any returns on them.”


Shareholders and others at the meeting
Shareholders and others at the meeting
Questioned as to what hope shareholders can have, Mr. Carty replied: “Over the past ten years, there had not been any annual returns presented to these meetings and so they cannot be called AGMs, but special meetings instead. We are working hard to ensure that we have ten years of the accounts audited and will be able to make that presentation to this group of people for them to consider that the company is on the verge of being prepared to do things.”

Meanwhile, Bob Rogers told The Anguillian that the pressure group he is leading was a continuation of the court case he had with NICA.

He criticised the work of the various Boards of the company over the years. He claimed that Monday’s meeting, which failed, had only come about as a result of the pressure that the group had put on the present Board to meet with the shareholders.

Asked why he thought the shareholders did not turn out in large numbers, he said that no written notices had been sent to them. Instead the announcement was made on radio and in a newspaper. “A lot of shareholders can therefore say they didn’t hear it on the radio or see it in the paper,” he stated. “The Board is supposed to send notices to the shareholders.”

Rogers added: “As the Lawyer said, the next meeting will be held on the 5th of November regardless of how many people come. That is the way the law is. We will then see what will happen. I believe the upcoming meeting will be a continuation of the last agenda. Our group would like to get on the agenda the question of the company being liquidated. I don’t know if it is possible but our view, at the meetings we have been holding at my house, is that the majority of the shareholders want their money back with interest.”




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