Anguilla Archeological and Historical Society Limited

ANNUAL GENERAL MEETING HELD AT SOROPTOMISTS HALL IN THE VALLEY ON 25 MARCH 2008

 

PRESENT:


Violet Berry

Margaret Mitchell

Peter Young

Georgia Young

Van Hodge

Aileen Smith

Jansie Webster

Lennox Proctor

Kenn Banks

Mitsou Ferrier

Carol Richardson

Oliver Owen

Steve Donaqhue

Bob Conrich

Don Mitchell


 

1. The meeting began at 7:45 pm. 

 

2. Aileen Smith welcomed all those who were present and expressed the hope that this was a new beginning for the association.

 

3. The following agenda was adopted unanimously.

AGENDA

1.         Welcome                                            Aileen Smith

2.         Adoption of Agenda

3          Status of the company                        Graham Crabtree

4.         Finances of the company                   Steven Donahue

5          Future of the company                        Bob Conrich

6          Anguilla in the early documents          Don Mitchell

7.         Election to Board

8.         Any other business

9.                  Adjournment  

 

4. Bob Conrich and Don Mitchell shared the chairing of the meeting. 

 

5. Mr Conrich reported on the status of the company by reading extracts from a report from Graham Crabtree, a copy of which is attached as Appendix 1.

 

6. Steven Donahue reported on the status of the finances of the company.  He had located a US$ account at NBA with a balance of US$2,612.94 as of 31 December 2007.  He had located an EC$ account at NBA with a balance of EC$2,099.27 as of 31 December 2007.  The only activities on the accounts since that date was the addition of interest by the bank.  A copy of his report is attached as Appendix 2.

 

7. Members discussed the future of the company.  It was agreed that the company should be put back on the Register and the costs of doing so paid.  Members expressed appreciation to Mr Crabtree for having agreed to be the registered agent of the company.  Members learned that some members had been attending National Trust meetings and had bits of correspondence relating to the company.  It was agreed that an effort should be made to centralize all the documents and files.

 

8. Mr Mitchell gave a slide presentation on Anguilla in the Early Documents.

 

9. Elections were held, presided over by Farah Mukhida.  The following persons were elected to be the new Board:

Kenn Banks

Bob Conrich

Steve Donahue

Graham Crabtree

Don Mitchell

Joash Proctor

Aileen Smith

 

10. There was no other business.  The meeting ended at 9:15 pm with the new Board agreeing to meet on Tuesday 1 April 2008 at noon at Ferryboat Inn.

 

 

 

 

Submitted: Don Mitchell CBE QC

---------------------------------------------------------------------------------------------------------------

APPENDIX 1

 

The message below, and what follows, is currently my ‘status report’’ which you can convey to the AGM in my absence.

 

My understanding is that notwithstanding the fact that the company is struck from the Register, it is still in existence, decisions can be made, elections held, appointments made and resolutions passed (and it is still possible for it to sue and be sued, it is responsible for paying bills and can collect dues).

 

Depending on the Registry’s reply, we may well be better off filing the documents to Change the Registered Office/Agent, filing Articles of Revival and getting it into good standing after the AGM tonight.  If so, perhaps you can let me know tomorrow (I’m off island for the day) who got elected as officers and directors at the 2008 meeting, plus also if you are aware of any changes after the appointment of the individuals mentioned on the 2003 Annual Return mentioned below, as their relevant details will need to be filed too, in the form of each director/officer’s name, nationality, appointment date and address (plus mailing address if different)

 

Intertrust (helpfully) gave their estimate of what it would cost for Government Fees to restore the company and to file the missing Annual Returns: US$1771.  In addition to that there would be a cost of US$59 (assuming it would be done in the way suggested below, which is the least expensive of the various scenarios).

 

Best wishes,

 

 

Graham

 


From: C.E.G. Limited [mailto:info@ceg.ai]
Sent: 25 March, 2008 2:41 PM
To: 'Mishline Thomas'; 'Shona Vanterpool'
Cc: 'Steve Donahue'; 'Bob Conrich'; 'Smith, Aileen'; 'Don Mitchell CBE QC'; 'kenn.banks@anguillanet.com'
Subject: The Anguilla Archaeological And Historical Society Limited: Company # 3211 (AAHS)

 

Dear Mishline & Shona,

 

Today, as had been previously discussed and arranged, I collected the AAHS’s corporate files from Intertrust Limited, together with a letter from them (today’s date, addressed to the Registrar – this can be forwarded as a scanned attachment if you do not already have a copy) stating that they have no objection to the transfer of Registered Office/Agent to CEG - along with their estimate of how much it would cost to reinstate the company, considering that the last Annual Return apparently filed was that for 2003 (so 2004, 2005, 2006 and 2007 appear to be overdue for filing).   The Directors as per the 2003 Annual Return were Sir Emile Gumbs, Violet Berry, Kenn Banks, John Rogers and Aileen Smith.   The officers were Sir Emile Gumbs, Violet Berry, Sharon Roberts and Aileen Smith.  The Society was dormant for a short time and I am unaware if any subsequent directors or officers were appointed.  I do understand that there will be an Annual General Meeting this evening at which new directors / officers will be elected.

 

Please note that Intertrust does not propose to reinstate (or pay for the reinstatement of) the company.

 

So my first question is this: Do you want us to file a hard copy (non-ACORN) Change of Registered Office/Agent first, or to file the Articles of Revival?  (I would have thought that we would file a hard copy of the Change of Registered Office/Agent first, and then to file the Articles of Revival and outstanding Annual Returns on ACORN, but will defer to your suggestion).

 

The second question is: Who would you want to see as having signed the hard-copy document (Change of Registered Office or Articles of Revival) prior to us being able to access and file for the company on ACORN?  Would the Registry accept any one director’s signature, or that of the Secretary?  I would have thought that it should not be our (CEG’s) signature (although I suppose it would be possible).  For example, following this evening’s AGM it would presumably be possible for one of the newly elected/appointed directors/officers to sign, rather than to obtain the signature of someone who may no longer be an officer or director.

 

We look forward to your response as soon as possible.

 

Best wishes,

 

 

Graham Crabtree

 

APPENDIX 2

ANGUILLA ARCHAEOLOGICAL & HISTORICAL SOCIETY

FINANCIAL STATEMENTS

1 JUNE 2005 TO 31 DECEMBER 2007

 

 

 

 

 

 

 

 

 

 

US$ ACCOUNT

 

 

 

 

 

 

 

 

 

 

Opening Balance 1 June 2005

 

 

 

 

$3,807.38

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Cash Deposit

 

 

 

 

$0.00

 

 

 

Deposit Interest

 

 

 

 

$85.56

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

 

 

 

$85.56

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

MAC Meeting - Transportation

 

 

 

$570.00

 

 

 

MAC Meeting - Meals

 

 

 

$710.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

 

 

$1,280.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

-$1,194.44

 

 

 

 

 

 

 

 

 

 

 

Balance 31 December 2007

 

 

 

 

 

$2,612.94

 

 

 

 

 

 

 

 

 

 

 

EC$ ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opening Balance 1 June 2005

 

 

 

 

$2,502.36

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Cash Deposit

 

 

 

 

$0.00

 

 

 

Deposit Interest

 

 

 

 

$0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

 

 

 

$0.00

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

PO Box Rental

 

 

 

 

$120.00

 

 

 

Unknown Expenditure

 

 

 

$283.09

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

 

 

$403.09

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

-$403.09

 

 

 

 

 

 

 

 

 

 

 

Balance 31 December 2007

 

 

 

 

 

$2,099.27