The name of this corporation shall be The Green Haven Group.
To harness the expertise and financial resources of West Indians and friends of the Region to build regional enterprises that benefit individual shareholders while having a positive impact on the economy and society.
The general purposes for which this corporation is formed or objects to be carried on and promoted by it, are as follows: 1. to organize and operate a corporation for net earnings which will benefit its shareholders.
2. to perform financial transactions and issue evidence of indebtedness in furtherance of any or all of the objects of its business, to secure the same by mortgage, deed of trust, pledge, or other lien.
3. To enter into any kind of activity, and to perform and carryout contracts of any kind necessary to, or in conjunction with, or incidental to the accomplishment of the profit purposes of the corporation.
4. To exercise and perform, without limitation, all of the powers, functions and duties of the Corporation consistent with the provisions in the company's bylaws.
5. Insofar as permitted by law, to do any other thing that, in the judgment of the Board of Directors, will promote the business of the Corporation or the common benefit of its shareholders, and in general, to exercise that the powers set out in the Corporation bylaws are in accord with local and national regulations
To provide the best business opportunities to shareholders, while contributing to the socioeconomic development of the Caribbean.
We will seek to:
1. Create strategic relationships with supermarkets and hotels across the region to supply agriculture products packaged for the modern market.
2. Investigate opportunities in the fertilizer market and nursery sector
3. Work with other companies to create value-added products
4. Explore opportunities in Data Mining, IT security and Analysis
5. Pursue investments in the Tourist Sector
6. Partner with local and regional governments in Public/Private Smart Partnerships, such as "white elephants" unused capacities
7. Write proposals for Foreign Direct Investments
The Corporation shall not engage in business that directly deals with sex, drugs, and casino operation that are in violation of local or regional regulations.
An annual meeting shall be held once each calendar year for the purpose of electing directors, explaining financial reports, reviewing financial year, issuing a budget for the following year, and for the transaction of such other business as may properly come before the meeting.
The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Special meetings of shareholders may be held only when directed by the President, its Board of Directors or when requested in writing by the holders of not less than one-forth (25 percent) of all outstanding shares entitled to vote at the meeting.
Written notice of all shareholders meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all shareholders of record at the address shown on the corporate books, at least 30 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary mail, property addressed, with postage prepaid.
Shareholders' meetings shall be held at the corporation's principal place of business unless otherwise stated in the notice.
A simple majority of the outstanding voting shares, whether represented in person or by proxy, shall constitute a quorum at a shareholders' meeting. In the absence of a quorum, a majority of the represented shares may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled, The shareholders present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some shareholders results in representation of less than a quorum.
The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged
in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.
Any action required to be taken, or which may be taken, at a shareholders meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the shareholders
who own all of the shares entitled to vote with respect to the subject matter of the vote.
At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting.
Shareholders shall have the following rights regarding inspection of corporate records:
(a) Minutes and Accounting Records - The corporation shall keep, as permanent records, minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office - If a shareholder gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy, he, or his agent or attorney, has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office:
(c) Conditional Inspection Right - In addition, if a shareholder gives the corporation a written demand, made in good faith and for a proper purpose, at least five business days before the date on which he wishes to inspect and copy, describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected to his purpose, a shareholder of a corporation, or his duly authorized agent or attorney, is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:
(d) Copy Costs - The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, to be paid by the shareholder on terms set by the corporation, covering the costs of labor and material incurred in making copies of any documents provided to the shareholder.
(e) "Shareholder" Includes Beneficial Owner - For purposes of this Section the term "shareholder" shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf
(a) The corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year, unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements for the shareholders must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(c) A corporation shall publicize on its website the annual financial statements within 120 days after the close of each fiscal year. On written request from a shareholder , the corporation shall mail him/her the latest financial statements.
Each shareholder shall have the right to dissent from and obtain payment for his shares when so authorized by the Act, Articles of Incorporation, the Bylaws, or a resolution of the Board of Directors
The following order of business shall be observed at all meetings of the shareholders, as applicable and so far as practicable:
(a) Calling the roll of officers and directors present and determining shareholder quorum requirements;
(b) Reading, correcting and approving of minutes of previous meeting;
(c) Reports of officers and financial statements;
(d) Reports of Committees and financial statements;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
One vote per outstanding share up to 15 percent of the corporation total outstanding shares own by the shareholder upon each matter submitted to a vote at a meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without the transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the Court by which such receiver was appointed.
The board of directors will consist of nine (9) directors, of which eight (8) shall be elected or appointed by shareholders of ordinary shares and one (1) Chairman of the Board.
Each year, at the Company's Annual Meeting of Shareholders, three (3) of the directors will be up for reappointment. The board is selected by nominees submitted by shareholders and votes are cast to elect nominees who accept the nomination.
Shareholders with an ownership of more than nine (9) percent of shares outstanding will be allowed to appointed one director
The directors shall be elected at the annual shareholders' meeting. Each director shall serve a term of 3 year(s), or until a successor has been elected and qualified.
A simple majority of directors shall constitute a quorum. A second meeting constitutes a quorum if attendants at the first meeting did not constitute a quorum
In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Special meetings may be requested by Managing directors, the Secretary, or any two directors by providing five days' written notice by ordinary mail, effective when mailed.
Special meetings may be requested by the President,
Vice President, Secretary, or any two directors by providing five days' written notice by
ordinary mail, effective when mailed.
Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
A director shall be subject to removal, with or without cause, at a meeting of the shareholders called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any
other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Risk Assessment Committee
This committee is responsible for assets, liability and liquidity management.
The committee will monitor risk in respect to the following:
1. Contingencies related to investments.
2. Negative effects due to proxy to certain partners.
3. Review financial statements for red flags.
4. Damage control through public relations.
5. Evaluation and background checks on partners and prospective investors.
This committee is responsible for the following:
1. Budget creation.
2. Budget compliance.
3. Review annual budget and financial statements before presentation to the board.
4. Review and analyze monthly financial statements.
5. Create and present proposals on compliance.
6. Oversee audit of individual business units.
Operational, Compensation & Human Resource Committee
This committee is responsible for the following:
1. Review and oversee compensation of executives.
2. Ensure that compensation is in compliance with budget figures.
3. Ensure that the company is in compliance with labor and human resource laws.
4. Ensure that executives and employees are equipped for the general operation of the business.
5. Deal with public relations and non profit matters of the company.
Strategic Planning Committee
The committee is responsible for the following:
1. Strategic planning.
2. Mergers and acquisitions.
3. Business proposals.
4. Strategic partnerships.
5. Government relations.
6. Feasibility studies and due diligence in regards to investments
A dream non-executive chair has gravitas, unimpeachable credentials and lots of experience on boards. He or she must be collegial enough to earn the trust of the board and the CEO/president, but independent enough to speak out when he or she sees practices or behaviors that put shareholders and employees at risk. The primary role of the Chairman of the Board:
1. Chair every meeting.
2. Ensure that the board is properly organize and board members are informed.
3. Facilitates the function of the board independent of management.
4. Regularly discusses the companies operational and financial goals with executive management to insure that the company's goals are being met and that shareholders interest are preserved.
5. Lead the board in meetings with shareholders.
6. Lead the board in the evaluation, hiring and promotion of executives.
The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be appointed by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors, including the Chairman of the Board.
In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be directors or shareholders of the Corporation
The officers of the Corporation to be appointed by the Board of Directors shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.
If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have been duly appointed and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
The President/CEO shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.
He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
In the absence of the President or in event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
If there is more than one Vice President, each Vice President shall succeed to the duties of the President as determined by the Board of Directors.
The Secretary shall:
(a) Keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose.
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(c) Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized.
(d) Keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder.
(e) Sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors.
(f) Have general charge of the stock transfer books of the Corporation.
(g) In general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Director.
The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Corporation.
(b) Receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws.
(c) In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
The salaries of the officers shall be fixed from time to time by the Board of Directors.
No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
The Corporation shall indemnify its directors, officers and employees as follows:
(a) Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a director, officer, employee or agent of the Corporation or any settlement thereof, whether or not he is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
The president/CEO may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance. Also, these authorizations should be within the guidelines of the bylaws, and not contrary to the practice and policies set forth by the board of directors.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a directive of the Board of Directors. Such authority may be general or confined to specific instances.
Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal.
All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall be canceled. A new certificate for the exact number of shares shall not be issued until the said certificate is surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Shares will not be transferred if there are certain restriction on transfer as stipulated in the bylaws so long as said agreement is in force and effect.
The Board of Directors may impose restrictions on the transfer or registration of transfer of shares, including any security convertible into, or carrying a right to subscribe for or acquire shares. A restriction does not affect shares issued before the restriction as adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. A restriction on the transfer or registration of transfer of shares may be authorized:
(1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2) to preserve exemptions under national laws
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section 7.3 and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
The corporation may acquire its own shares and unless otherwise provided in the Articles of Incorporation, the shares so acquired constitute authorized but unissued shares. If the Articles of Incorporation prohibit the reissue of shares acquired by the corporation, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the Articles of Incorporation, which amendment shall be adopted by the shareholders, or the Board of Directors without shareholder action (if permitted by the Act).
The amendment must be delivered to the office of the Attorney General
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by class and series; and
3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
The fiscal year of the Corporation shall begin on the _________ day of _____________ and end on the
____________ day of ________________ each year.
The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.
For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the date on which the particular action requiring such determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution. The record date for determination of such shareholders shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special shareholder meeting called by the Board of Directors or any person specifically authorized by the Board of Directors or these Bylaws to call a meeting, the day before the first notice is given to shareholders;
(b) With respect to a special shareholder meeting demanded by the shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date Board of Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting (pursuant to Article 2, Section 2.12, the first date any shareholder signs a consent; and
(e) With respect to a distribution to shareholders, (other than one involving a repurchase or reacquisition of shares), the date the Board of Directors authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
If no record date has been fixed, the record date shall be the date the written notice of the meeting is given to shareholders.
At the discretion of the Board of Directors, the Corporation may adopt a corporate seal, circular in form and shall have inscribed thereon the name of the Corporation and the State of incorporation and the words, "Corporate Seal". No seal shall be necessary to make any contract or undertaking valid.
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by agreement of a simple majority of shareholders at any regular or special meeting.
We connect Caribbean project managers and business owners with investors worldwide. Have a project / business enterprise with high ROIC? Give us a Call.