Last night BTL’s Board of Directors pushed through with the company’s annual general meeting at the Belize Biltmore Best Western. They did so even as Supreme Court Marshall Charles Humes was kept out of the meeting by security – not allowed to serve BTL’s officers with an injunction blocking the meeting. As we reported last night – the chief justice granted the injunction to Jeff Prosser’s attorney Lionel Welch at 3:55 pm. But Welch still had to perfect the format and language – and by the time he circulated it to BTL’s officers, it was after 5:00. Because BTL did not have an attorney at the hearing, and because it was not served at the company’s corporate headquarters during working hours, BTL’s board acted as if the injunction did not exist. But last night at the meeting, one shareholder and a senior officer of the court spoke out against that decision to ignore and avoid. Lois Young Barrow, Senior Counsel and former attorney for BTL told us why it was a bad decision, with grave and far reaching implications.
Jules Vasquez Reporting,
This is the injunction – taken out on behalf of Jeff Prosser and Bobby Lubana and it says, On the authority of the Chief Justice that “The respondent BTL is ordered to postpone its meeting.” And after that it warns that disobedience of this order is a contempt of court. But the order was not served on BTL’s corporate headquarters or its offices in the time or the manner specified under these rules of service. So BTL’s meeting continued. But should it have? Senior counsel Lois Young Barrow says definitely not, because the board was made aware of the injunction and it was made aware by her.
Lois Young-Barrow, Senior Counsel
“I went upstairs fully expecting Mr. Arnold, the Chairman, to make this announcement that he is not going to be having the meeting anymore. Lo’ and behold he decides that he is going to reverse the order of the agenda, which is he is going right into the business and he is going to leave the Chairman’s report and all the other stuff until the end. So I knew that something was up.
So he launches into the agenda and he starts off with this first item and then he asks for comments from the floor. There was this dead silence and then I got up and I said, ‘I think you should know Mister Chairman that there is an injunction against the holding of this meeting,’ and he said he didn’t know about any injunction. He said he hadn’t been served and he had been in meetings all day and no one had been served. When I looked back at that, I realize that those directors knew about the injunction and made up their minds that they will treat it as a document that required service at the corporate headquarters or service on one of them.
Eventually I got up and I told the Chairman. I said, ‘Mr. Chairman as an officer of the court I am telling you that the bailiff from the Supreme Court is downstairs with the injunction and the BTL security guard is stopping him from coming into the meeting.’ And I think the Chairman, Mr. Arnold, said, ‘Well thank you very much,’ and continued his meeting. And then at that time the formal business hadn’t been completed, the four items for decision, and I went downstairs myself and I found the bailiff there with the orders and I asked what’s going on. He said he had these orders and he can’t get upstairs and Lionel Welch was there as well. I asked to see the orders and he showed it to me and there was the blue seal of the court on the orders. I said to give me this copy and I will take it up for you. I took it up, told the Chairman again at the meeting, ‘There is an injunction.’ At this point they are going into the other items on the agenda, the agenda had several items. I said to the Chairman that I think he should know that there is an injunction stopping this meeting and I have a copy of it.
When I walked up to the podium and I put the order on his podium, he came back to the podium, ignored the order, and said let’s to continue with the meeting and he called on Mr. Boyce to deal with the next item on the agenda. That is when I said this is enough and I walked out of the meeting and I left at that point.”
How you serve a company is at the corporate address of that company during normal working hours. If you don’t properly serve it at the corporate address during normal working hours, the officers have not officially received it and they don’t know what it is in it. You are talking about an injunction, what is in the injunction? They haven’t been properly served.
“They may not have been properly served before 5 o’clock, I believe they were served after 5 o’clock, but putting service aside, the officers of BTL, everyone of them, knew that there was an injunction and they knew for two reasons. They knew one because they knew from the time it happened. Karen Bevans is a high manager there and she was told that there was an order by yourself Jules, you called her, you told her there is an order and she hadn’t seen anything yet. So she knew that there was an order. Every one of those directors I would submit knew that there was an order out there before I said anything. When I told them at the meeting that there was an order then they knew.”
So is this then a case of contempt, a clear disregard for the court’s order?
“A clear disregard for the court’s order and I have to make it clear that I don’t have a personal thing against any of those people on the board. But you know, we have to obey the law. We cannot slide into anarchy and disrespect for our judiciary like this because every body else who doesn’t have the money to fight, has to obey everything that the court says. They are not above the law. That is what I am concerned with and Jules I will tell you I am seriously concerned about that. But am I really, genuinely concerned that the people of Belize see these bigwigs ignoring court orders and then they are forced to obey court orders; thrown out of their houses, land taken away, chattels seized for a small debt, fridge gone, sofa set gone, and all that sort of thing. And they will see that these people, because it is a wealthy company, can ignore an order of the court. That is what I am concerned with. I made that very clear last night and I say it again: it is not about Prosser and Ashcroft, they both deserve each other.”
But one not long ago – Young-Barrow served Ashcroft.
Now you are the attorney of record for an Ashcroft company, Thiermond, which has interests in BTL. How do you square this with the position you are taking?
“It has absolutely nothing to do with this. Thiermond was an interested party. Do you know It is an Ashcroft company? I don’t know who the shareholders are but it was an interested who said it had bought share on the basis of the new legislation and it has absolutely nothing to do with the court order, the injunction. Thiermond wasn’t the one of there conducting the meeting. Thiermond was not the subject of the injunction. I can’t see the connection between Thiermond and what happened at that AGM last night.”
If you, as you have been before, were the attorney for BTL and the directive is pushed on thru until you are properly served at your corporate headquarters. What would you have done?
“If I was the lawyer or the Chairman?”
If you were the lawyer, as you have been before.
“I would have advised that you need to abide by the court order. This is not hindsight. I can tell you right now I would have advised the Chairman and everyone on that Board that you need to abide by this order of the court we are hearing about; we need to get a copy.
BTL calls itself a responsible corporate citizen, you don’t dodge the bailiff of the court. You deal with it. You deal with anything that comes out of the court face on.”
ICC’s Attorney Lionel Welch said that he will start working on a contempt of court action tonight.
The UDP today spoke out against the decision by BTL’s Board of Directors. A statement issued this afternoon says the party is angry about the “blow dealt to the judiciary.” The UDP statement adds that the Board of Directors knew of the court order before the meeting began, and they had a duty to respect the injunction and call off the meeting. The statement closes by saying, “BTL’s Board should immediately apologize publicly and in writing to the Chief Justice and the nation, and in the meantime, its action must stand condemned.”
In a related news bite, according to the Sunday Times in the UK, which published its 2006 rich list, Michael Ashcroft is the 66th wealthiest person in the UK with a personal fortune of 820 million British Pounds. In U.S. dollars, that’s a personal fortune of US$1.55 billion.