WIFOL members convene special General Meeting, Board President served with legal notice

GREAT BAY--Members of the Workers Institute for Organized Labour Association (WIFOL) have formally convened a Special General Meeting of Members for Thursday, September 17, after what they say was the association board’s failure to act on a formal request submitted in May.

The meeting is scheduled for 10:00am at the WIFOL Building on Walter J.A. Nisbeth Road in Philipsburg. Members say they are exercising their authority under Article 10, paragraph 6 of WIFOL’s Articles of Incorporation, after the board did not honor their May 7, 2026 request within the two-week period prescribed by the association’s governing documents.

The dispute centers on what members describe as a prolonged breakdown in WIFOL’s internal governance, including the absence of general membership meetings and financial accountability for more than a decade.

On August 25, a licensed court bailiff formally served WIFOL Board President Theophilus Emanuel Thompson with a letter dated August 21 on behalf of the members. Thompson has held the position of president since his election at a General Meeting on November 14, 2013.

According to the members, the letter requires Thompson to attend the September 17 meeting and account for several matters that they say are mandatory agenda items under Article 10, paragraph 1 of WIFOL’s Articles of Incorporation.

These include a report on the association’s activities, affairs, developments and the conduct of the board; presentation of WIFOL’s financial statements, including a balance sheet and profit-and-loss account with explanatory comments and the signatures of all board members; the Audit Committee’s report on those financial statements; the filling of vacancies on the board; and the appointment of a new Audit Committee.

Members contend that these obligations have not been fulfilled for more than 10 years. They further argue that Thompson’s electoral mandate as president expired no later than November 2015 under Article 12, paragraph 4 of WIFOL’s Articles of Incorporation. These are claims advanced by the members and have not been independently determined by a court.

The members maintain that Thompson’s attendance at the September meeting is required under WIFOL’s governing documents, specifically Articles 10, 12 and 13.

Their letter also cites provisions of the Civil Code of St. Maarten concerning the responsibilities of directors of legal entities, financial recordkeeping and the authority of a general meeting.

According to the members, Article 2:9 establishes a duty of care for directors, Article 2:48 addresses the maintenance and presentation of proper financial records, and Article 2:37 recognizes the General Meeting as the association’s highest decision-making body, including its authority over the appointment and dismissal of board members.

The members argue that the absence of a general meeting since 2013 has prevented WIFOL’s membership from obtaining adequate information about the association’s finances and governance for more than a decade.

The matter has also moved beyond the association’s internal procedures.

According to the members’ letter, a formal request for an investigation into WIFOL’s leadership and financial governance was submitted on May 22, 2026. The request reportedly raises possible issues including embezzlement, fraudulent misrepresentation and abuse of power.

No findings have been made regarding those allegations. They remain unproven and subject to investigation.

Members have indicated that any continued absence or refusal by Thompson to attend the September 17 meeting and provide the requested accounting will be cited as an additional alleged breach of the association’s Articles of Incorporation and applicable provisions of the Civil Code.

They said the matter could also form part of any further legal or institutional remedies pursued before the relevant authorities, as well as the pending investigation.

‍