Philipsburg:--- Chairman of the adhoc committee of WINAIR Michael Ferrier said some reports surfaced in the media, mentioning that the supervisory board of Winair tendered their resignation because the Meeting of Shareholders refused to adhere to the by-laws of the company. This non compliance with the by-laws is however quite a bizarre allegation. Firstly, the Chairman of the Board pointed out that the meeting had to take place in Curacao referring to an old version of the by-laws of WINAIR. In the yearly General Shareholder’s Meeting (GSM) held on November 14, 1983, the bylaws of the company were changed to the extent that the GSM’s could be held on Curacao, St. Maarten, Saba or St. Eustatius. This in itself showed that the gentleman was not aware of the current by-laws of the company.
Secondly, the Chairman went on to insist that he was to chair the same shareholders meeting he had just objected to having. He justified that referring to an article in the bylaws that applies to annual the general meeting of shareholders, while this was an extraordinary meeting of shareholders.
Lastly he alleged that there was no proper authorization from the Prime Minister to call the extraordinary meeting. The Prime Minister, who was present in the meeting, confirmed that the meeting was called for as instructed by her in her position as WINAIR Shareholder representative.
After these allegations were addressed and the shareholders unanimously decided to continue with the meeting, the board members requested an adjournment and upon their return, tendered their resignation to the shareholders. These resignations were accepted.
Noteworthy is the fact that the now former Supervisory Board Chairman failed to convoke the mandatory annual WINAIR GSM for more than 4 years. He also did not mention that the Shareholder representative had requested him to organize a share-holders meeting in January 2011; a request he choose to ignore. He furthermore refused to meet with the Prime Minister on two occasions, notwithstanding her invitation for him and his board to do so. Lastly there are ample other reasons, backed up by at least two independent reports, why the two new Shareholders could have absolutely no confidence in the abilities of the former WINAIR Supervisory Board to bring about the necessary changes in the airline thereby guaranteeing its viability.
