Guidance from a former Director

A FORMER DIRECTOR SPEAKS OUT

POSSIBLE ACTIONS TO RESOLVE CORAL BEACH UNCERTAINITY

The following is offered by a former Director in an attempt to shed more light and less heat on a difficult situation. Bruno Rufa is still the President and Chairman of the Board of Directors. He will remain in office until the next AGM unless he resigns or is removed from office. The AGM was traditionally scheduled for the 2nd Saturday in January. Last year it was held two weeks later on January 27. Bruno should issue a statement to owners to explain his side of the current situation and how it will affect the management and operation of the Coral Beach. He should also indicate the planned date for the AGM.

Possible alternatives and actions are specified in the Articles of Association which are the Coral Beach bylaws.

Bruno can:
· Choose to resign voluntarily.
· Choose to step aside temporarily and turn his duties and responsibilities over to the Vice President until he clears up his current difficulties with Bahamas Immigration.
· Appoint an Alternate Director to attend meetings in his absence (Article 80).

The Board can:
· Ask him to resign voluntarily from office and/or as a Director.
· Vote to remove him from office as President and Chairman. The Board cannot vote to remove him as a Director – only the Owner/Shareholders can remove a Director (Article 87).
· Appoint a replacement Director to fill a vacancy in the seven-person Board (Article 71).

The Owner/Shareholders can:
· Remove a Director (Article 70(d)).
“If he is requested in writing by members holding or representing more than one half in value of the subscribed and issued shares of the Company to vacate his office.”
· Requisition the Board to convene an Extraordinary Meeting to replace one or more of the Directors and conduct other business (Article 46).
“The Directors … shall, upon the requisition made in writing by members holding or representing not less than one-fourth in value of the subscribed and issued shares of the Company, convene an Extraordinary Meeting.”
A 50% quorum, in person or by proxy, is required to conduct the meeting (Article 51). Decisions are by majority vote (Article 55).

If Bruno declines to resign voluntarily and the Board refuses to act, then the Owners should take action. The most expedient method would be by an online petition signed by at least 50% of the owner/shareholders. An example of such a petition was recently circulated to successfully obtain over 2500 signatures demanding that the Bahamian Government act to save and protect endangered sea turtles. A website for creating such a petition is the “Care 2 petitionsite” at http://www.thepetitionsite.com.

For the good of the Coral Beach and to protect its damaged reputation, Bruno Rufa should resign and step aside until he resolves his current difficulties with Bahamas Immigration. Unfortunately, the situation overshadows much of the good work done by the Board of Directors during the past three years under his Chairmanship.