Small Business Association of Barbados: 25 years of illegal operation

SBA about to cover its tracks

Sent anonymously to every Barbados news media outlet – but so far we only see this story on one other blog.

Poor corporate governance is an issue for all of Barbados!

Dear 5th Estate,

The Small Business Association of Barbados is the most recent institution to demonstrate how poor corporate governance and regulation can be allowed to fester in Barbados.

Please see the attached. The SBA now finds itself in a situation where it is seemingly trying to cover (at a special meeting on Oct 25th 2011) its tracks after 25 years of operating illegally. In short it seems that none of the Boards of Directors since 1986 which managed the SBA were legitimate. That has implications for all of the decisions taken by those boards and importantly the legitimacy of all of those boards that managed government subventions etc.

Once again one is forced to ask how it was possible for the list of esteemed ladies and gentle that headed the SBA to have overlooked this.

Once again also and true to form one can expect this resolution to be easily passed by the 30-40 members (of the SBA’s over 700 members) who attend meetings.

It cannot be a simple matter of passing a one page resolution without a full understanding of how it was allowed to happen and thorough understanding of the implications.

Poor corporate governance is an issue for all of Barbados!

Here is the resolution sent out for the upcoming SBA Special General Meeting of Members:

Resolution for Discussion at Special General Meeting of Members
October 25, 2011

Whereas the Articles of Incorporation provide that the Company shall have a minimum of three (3) directors and a maximum of three (3) directors;

And Whereas the members of the company acknowledge that during the period December 30, 1986 to October 25, 2011 a greater number of Directors acted in the capacity of Director, even though they may not have been so authorised in accordance with the articles of continuance of the company;

And Whereas, at a special meeting of the members of the company duly called for that purpose, the members of the company have determined that it is in the best interests of the company to pass the following resolutions.

Therefore, Be It Resolved that:

1. The number of directors to be elected for the time being shall be a minimum of three and a maximum of nine, until otherwise determined in accordance with law;

2. All acts, steps taken, decisions made and all resolutions and proceedings of the Board of Directors of the Company before this Resolution are hereby confirmed, adopted and ratified.

3. The Shareholders agree that the company will indemnify the Directors and each of them, in respect of any claim, action, proceeding commenced by or against them and/or any one of them and/or against the company arising from any breach of the articles of continuance.

4. The Secretary of the company is hereby authorized and directed to tile the requisite forms under the Companies Act and all under other applicable legislation to evidence this change in Directors.


Filed under Barbados, Business & Banking, Offshore Investments

3 responses to “Small Business Association of Barbados: 25 years of illegal operation

  1. Janis Cresswell

    Under the new Resolution to be discussed at the meeting – No. 4 should read … authorised and directed to file the requisite forms … not authorised and directed to tile the requisite forms.

  2. what will they think of next

    This is nothing new. It happens in Barbados all the time.

    For about 25 years until about 2 years ago all Auctioneers in Barbados were operating illegally.

    About two ago govt. had to go to parliament with an amendment to correct the situation. No one said a word about it.

  3. me

    So if this is our culture, why all the fuss about CLICO? The difference with the Auctioneers is that the SBA is a single entity which allowed itself to operate illegally while manipulating Government money, especially in the lead up to the World Cup 2007 (nuff nuff government money was spent)!!!!! Even if they try to cover their tracks within the organisation it should not stop the people of Barbados from demanding a full scale review of how the monies were managed by illegitimate boards. Who was the first to allow the illegal board????