Caribbean Food Corporation (CAP. 72 1
CHAPTER 72
THE CARIBBEAN FOOD CORPORATION ACT
Arrangement of Sections
Section
1. Short title.
2. Interpretation.
3 . Financial provisions.
4. Implementation of amendments to the Agreement.
SCHEDULE.
CARIBBEAN FOOD CORPORATION
(1 5th October, 1981 .) 1611981.
1. This Act may be cited as the Caribbean Food Cor- Short title.
poration Act.
2. . (1) In this Act- Interpretation.
"Agreement" means the Agreement establishing the
Caribbean Food Corporation done at Georgetown
on 18th August, 1976, the text of which is set out
in the Schedule and to which the Government is
a party;
"Corporation", means the Caribbean Food Corpora-
tion established by the Agreement;
"Minister" means the Minister responsible for
Agriculture.
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2 CAP. 72) Caribbean Food Corporation
(2) The reference in Article 31 of the Agreement that
the Corporation shall possess full juridical personality shall
be construed as meaning that the Corporation shall be a body
corporate.
Financial
provisions.
3. All sums required to be paid by the Government
to the Caribbean Food Corporation in respect of the obliga-
tions of Antigua and Barbuda under the Agreement shall
be paid out of monies provided for the purpose by Parliament.
Implementation
of amendments
4. (1) Where an amendment of the Agreement is
to the accepted by the Government, the Minister may by Order
Agreement. amend the Schedule for the purpose of including the
amendment.
(2) An Order made under this section may contain such
consequential, supplemental or ancillary provisions as appear
to the Minister to be necessary or expedient for giving effect
to the amendment and may in particular contain provisions
amending references in this Act to specific provisions of the
Agreement.
(3) Where the Schedule is amended in accordance with
this section, any reference in this Act or in any other enact-
ment or in any instrument having effect under any such
enactment shall, unless the context otherwise requires, be
construed as a reference to the Agreement as so amended.
SCHEDULE
AGREEMENT ESTABLISHING THE CARIBBEAN FOOD
CORPORATION
Preamble
The Contracting Parties, being Governments of the Member
States of the Caribbean Common Market;
Conscious of the need to adopt a scheme for the rationalisa-
tion of agricultural production within the Region with a view to
promoting complementarity in national agricultural programmes
as contemplated in Article 49 of the Annex to the Treaty
Establishing the Caribbean Community;
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Caribbean Food Corporation (CAP. 72 3
Noting the alarming rate of increase in the importation of
agricultural products into the Region caused to some extent by
the inadequate methods and practices of farming on a large or
small scale in the past;
Mindful of the need to increase agricultural production within
the Region and to facilitate the transportation, distribution and
marketing of the products thereof within and without the Region;
Considering that while any such scheme should be organized
on a sound commercial basis full advantage should be taken of
the potential of the scheme for assisting in the development of
small farming enterprises and the development of the human
resources of the Region;
Determined to remedy the situation by using advanced
technology to implement a viable and efficient import replace-
ment scheme in order to achieve self-sufficiency in food and to
raise nutritional levels within the Region without displacing or
competing with national efforts;
Have agreed as follows:
CHAPTER I
ESTABLISHMENT, OBJECTIVES, MEMBERSHIP
AND POWERS OF CORPORATION
ARTICLE 1
ESTABLISHMENT
By this Agreement the Contracting Parties establish a Carib-
bean Food Corporation having the objectives, membership and
powers hereinafter specified.
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4 CAP. 72) Caribbean Food Corporation
ARTICLE 2
INTERPRETATION AND APPLICATION
1. In this Agreement unless the context otherwise requires-
(a) "agricultural production" includes the production
of fish and meat;
(b) "Common Market" means the Caribbean Common
Market established by the Annex to the Treaty;
(c) "Corporation" means the Caribbean Food Corpora-
tion established by Article l;
(6) "dollar" means a dollar in the territory of the prin-
cipal office of the Corporation;
( e ) "financial ear" means the period January 1 to
December 31, unless the Board of Directors otherwise
determines;
Ct) "Less Developed Countries" or "LDCs" has the
same meaning as in Article 3 of the Treaty;
e) "Member Country" means any Country which signs
or accepts or accedes to this Agreement;
(h ) "More Developed Countries" or "MDCs" has the
same meaning as in Article 3 of the Treaty;
(i) "Region" means the States comprising the member-
ship of the Common Market;
6) "Secretary-General" means the Secretary-General of
the Caribbean Community established by the Treaty;
(k) "Treaty" means the Treaty Establishing the Carib-
bean Community done at Chaguaramas on the 4th July, 1973.
2. Any question of interpretation or application of the pro-
visions of this Agreement not otherwise expressly provided for
shall be submitted to the Board of Governors for decision by a
simple majority of the total number of Governors.
ARTICLE 3
OBJECTIVES
The Corporation shall have as its objectives the production,
processing, packing, storage, transportation, distribution and
marketing of food, and without limiting the generality of the forego-
ing, the following-
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Caribbean Food Corporation (CAP. 72 5
( a ) identifying, planning and implementing all stages of
agricultural production schemes and any schemes relating
thereto and, in pursuing the foregoing, to co-operate with
national agencies;
(b ) mobilising funds, technical and managerial sk i s from
within and without the Region to promote, finance and im-
plement agricultural production schemes;
(6) organising and facilitating the bulk purchase of
agricultural inputs, as well as the marketing and other ser-
vices associated with agricultural production schemes.
ARTICLE 4
MEMBERSHIP
1. Membership of the Corporation shall be open to-
( a ) the countries listed in the Annex to this Agreement;
(6 ) new Members of the Common Market or of the
Community;
(c) Associate Members of the Common Market and other
Countries having a special relationship with the Common
Market or with the Community.
2. The Countries listed in the Annex to this Agreement,
the Governments of which sign this Agreement, in accordance
with paragraph 1 of Article 38 or accept the said Agreement in
accordance with paragraph 3 of the said Article 38 shall become
Members of the Corporation.
3. Countries admitted as new Members of the Common
Market or of the Community may become Members of the Cor-
poration in accordance with Article 40 of this Agreement.
4. Associate Members of the Common Market and other
Countries having a special relationship with the Common Market
or with the Community may become Members of the Corpora-
tion in accordance with Article 40 of this Agreement.
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6 CAP. 72 ) Caribbean Food Corporation
ARTICLE 5
POWERS AND FUNCTIONS
In order to achieve its objectives, the Corporation shall have
power-
(a) itself or through its subsidiaries to operate within the
Common Market or, in furtherance of its objectives outside
thereof, including in particular, power to-
(i) make investments;
(ii) establish, manage and operate enterprises;
(iii) engage in activities for the purchase, processing,
transportation, marketing and distribution of
products;
(iv) engage in financial operations;
(v) engage in any other activity related to its objectives;
(b) to act as agent for any government or any govern-
ment authority;
(6) to sell, lease or otherwise dispose of the undertak-
ing, property, assets rights and effects of the Corporation
or any part thereof for such consideration, if any, as it thinks
fit;
(6) to finance or assist in financing the sale of equip-
ment, machinery, vehicles, commodities or any other tang-
ible personal property by way of purchase and resale, leasing,
hire purchase, deferred payment or any other similar trans-
action and to institute, enter into, carry on, finance or assist
in financing the sale and maintenance of equipment,
machinery, vehicles, commodities or any other tangible
personal property upon any terms whatsoever, to acquire and
discharge leases, hire purchase, deferred payment or other
agreements or any rights thereunder whether proprietary or
contractual;
( e ) to establish branches, agencies, representative offices,
affiliates and subsidiary companies in any Member Country
and to regulate and discontinue the same;
V) to amalgamate, enter into any partnership or any
arrangement for sharing profits, union of interests, co-
operation, joint venture, reciprocal or otherwise with any
person, partnership or company where such amalgamation,
partnership or arrangement may seem conducive to any of
the Corporation's objectives;
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Caribbean Food Corporation (CAP. 72 7
(g) to form, promote, finance and assist companies, co-
operatives and partnerships;
(h) to subscribe for, purchase or otherwise acquire and
hold, sell, exchange, transfer, assign or otherwise dispose of
and generally deal in the bonds, debentures, stocks, shares
or other securities of any bank, corporation, company, co-
operative or association, and while such owner to exercise
all the rights of ownership including the right to vote;
( t ] to do all or any of the above things within or without
the Region and either as principal, agent, trustee or other-
wise and either alone or in conjunction with others and either
by or through agents, trustees or otherwise;
to do all such other things as may be considered to
be incidental or conducive to the exercise of the above powers
or any of them.
And it is hereby declared that the word "company" in this
Article shall be deemed to include any body of persons whether
corporate or unincorporate, and that the powers specified in the
different paragraphs of this Article shall, except where otherwise
expressed in such paragraphs, be in no wise limited by reference
to any other paragraphs or the name of the Corporation, but may
be carried out in as full and ample a manner and shall be con-
strued in as wide a sense as if each of the said paragraphs defined
the powers of a separate, distinct and independent company.
CHAPTER I1
CAPITAL AND OTHER RESOURCES
ARTICLE 6
AUTHORISED CAPITAL
1. The authorised capital of the Corporation shall be one
hundred million dollars. The authorised capital shall be divided
into shares of one thousand dollars each, the initial issue of which
shall be available for subscription only by Member Countries in
accordance with the provisions of Article 7 of this Agreement.
2. The authorised capital may be increased by the Board
of Governors on the recommendation of the Board of Directors.
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8 CAP. 72) Caribbean Food Corporation
ARTICLE 7
INITIAL ISSUE OF SHARES
1. There shall be an initial issue (hereinafter referred to
as "the initial issue") of share capital to the value of ten million
dollars comprising of at least two portions. The first portion to
the value of four million, four hundred and fifty thousand dollars
shall be allotted and subscribed for in this Article and in Article 8
of this Agreement. The remainder of the initial issue shall be
available for allotment and subscription in a manner and at a time
as the Board of Directors may determine.
2. The first portion of the initial issue taken up by the
MDCs, Belize and LDCs (other than Belize) shall be allotted as
follows:
$
................................................. Barbados 500,000
................................................. Guyana.. 1,250,000
Jamaica.. ................................................. 1,250,000
............................... Trinidad and Tobago.. 1,250,000
Belize.. .................................................... 100,000
............................ LDCs (other than Belize) 100,000
3. In respect of the shares allotted to the LDCs (other than
Belize) the WISA Council of Ministers shall determine and notify
in writing to the Secretary-General its undertaking to subscribe
for the shares so allotted.
4. Share capital of the initial issue shall be issued at par
unless the Board of Governors decides otherwise.
5 . Liability of Member Countries on shares shall be limited
to the unpaid portion of their issue price.
6. Except as provided in paragraph 5 a Member Country
shall not be liable, by reason only of its membership, for obliga-
tions of the Corporation.
ARTICLE 8
PAYMENT OF SUBSCRIPTION
1. A Member Country which has taken up shares from the
first portion of the initial issue shall make payment to the Cor-
poration for such portion within three weeks after the time
prescribed by the Board of Directors for such payment. The
remainder of the initial issue shall be paid for in such amounts
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Caribbean Food Corporation (CAP. 72 9
and within such time as the Board of Directors may determine
provided that the amount required to be paid by a Member Coun-
try for its shares in the remainder of the initial issue shall bear
the same proportion as that Member's share in the first portion
bears to the total subscribed shares of the first portion.
2. Where any payment in respect of the initial issue of shares
is sought to be made before the holding of the inaugural Meeting
of the Board of Directors that payment shall be made to the Govern-
ment of the place in which the principal office of the Corporation
is located, and shall be held by that Government on behalf of the
Corporation until such time as the Board of Directors requires
that payment be handed over to the Corporation.
3. Any subsequent issue of share capital shall be issued at
par value unless the Board of Governors decides otherwise and
shall be paid for by Member Countries in such instalments as
the Board of Governors after consultation with the Member Coun-
tries who are subscribers to that issue may determine.
ARTICLE 9
TRANSFER OF SHARES
Shares shall not be pledged or encumbered in any manner
whatsoever and may be transferred only to another Member
Country.
ARTICLE 10
CAPITAL RESOURCES
1. The resources of the Corporation shall consist of-
(a) ordinary capital resources; and
(b) loan capital resources.
2. In this Article, the term-
(a) "ordinary capital resources" includes-
(i) issued share capital of the Corporation allotted pur-
suant to Article 7;
(ii) income derived from the aforementioned funds;
(iii) any other funds or income received by the
Corporation;
(6) "loan capital resources" means funds borrowed by
the Corporation for the purpose of meeting any of its obliga-
tions or discharging any of its functions.
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10 CAP. 72) Caribbean Food Corporation
CHAPTER 111
OPERATING PRINCIPLES, INVESTMENT
PROGRAMMES AND REPORTS
ARTICLE 11
OPERATING PRINCIPLES
1. In pursuance of its objectives the Corporation shall invest
in enterprises which are financially viable, due regard being paid
to the following important criteria:
( a ) the ability of the enterprise to increase agricultural
production in order to achieve the greatest possible self-
sufficiency within the Region; and
( b ) the ability of the enterprise to produce agricultural
products that will raise the nutritional levels within the Region.
2. In the performance of its functions the Corporation
may-
( a ) utilise the services of wholly-owned subsidaries;
(6) enter into joint enterprises with national governments,
government agencies and statutory bodies;
( 6 ) utilise where appropriate the services of the Carib-
bean Investment Corporation, the Caribbean Development
Bank, the Caribbean Agricultural Research and Develop-
ment Institute and similar institutions within or without the
Region.
3. In making investments in private enterprises, regionally
owned and controlled enterprises shall be preferred.
4. Before engaging in any enterprise in a Member Country
the Corporation shall obtain the approval of the Member Country
in which the enterprise is to be located.
ARTICLE 12
INVESTMENT PROGRAMMES
1. The Board of Directors shall submit for approval of the
Board of Governors, investment programmes at such times and
for such periods as the Board of Governors may determine. These
investment programmes shall take into account the respective
policies of Member Countries within the Region concerning
agriculture and agro-based industries.
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Caribbean Food Corporation (CAP. 72
2. The investment programmes shall take into account the
priority areas of activity as determined by the Board of Gover-
nors under Article 18.
ARTICLE 13
REPORTS
1. The Board of Directors shall, within six months of the
end of each financial year, call an annual general meeting. At
the annual general meeting the Board of Governors shall consider
the report of the Board of Directors including an audited state-
ment of its accounts for the past financial year and shall also approve
the budget of the Corporation for the next financial year.
2. The Board of Directors shall, with the approval of the
Board of Governors, publish the annual report of the Corpora-
tion and may also publish such other reports as it deems desirable
in the carrying out of the objectives of the Corporation. Such reports
shall be transmitted to the Board of Governors.
3. The accounts of the Corporation shall be audited by
auditors appointed by the Board of Governors.
CHAPTER IV
BORROWING
ARTICLE 14
LOANS
The Corporation may in accordance with the terms of any
general authority given by the Board of Governors at the annual
general meeting or from time to time, borrow such sums as the
Corporation may require for meeting its obligations or discharg-
ing its functions.
ARTICLE 15
GUARANTEEOFLOANS
Any Member Country or group of Member Countries may
agree jointly or severally to guarantee any borrowing of the Cor-
poration authorised under Article 14 of this Agreement.
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12 CAP. 72) Caribbean Food Corporation
CHAPTER V
ORGANIZATION AND MANAGEMENT
ARTICLE 16
STRUCTURE
The Corporation shall have a Board of Governors, a Board
. of Directors, a Managing Director and such other staff as may
be considered necessary for the exercise of its functions.
ARTICLE 17
BOARD OF GOVERNORS
Composition
1. The Board of Governors shall consist of the Minister
responsible for Agriculture of each Member Country to which
shares have been allotted or such other person as the Member
Country may designate.
2. Where a Member Country fails to pay for shares within
the time prescribed or determined by Article 8 that Member Coun-
try shall be deemed to be in arrears and shall forfeit its rights
to participate on the Board of Governors.
3. A Member Country whose right to participate on the
Board of Governors was forfeited under paragraph 2 of this Article
shall on satisfying all its outstanding obligations within the con-
templation of that paragraph have the right restored.
4. At each annual meeting the Board of Governors shall
elect one of the Governors as Chairman who shall hold office until
the election of the next Chairman.
5 . The Chairman shall preside at all Meetings of the Board
of Governors but in the event of his absence or his inability to
preside, the Governors present and constituting a quorum shall
elect from among themselves a Governor to preside at that Meeting.
ARTICLE 18
BOARD OF GOVERNORS
Powers
1. The Board of Governors is empowered to approve the
investment programme and the annual budget of the Corpora-
tion and to give general policy directions to the Board of Directors.
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2. The Board of Governors may delegate to the Board of
Directors any of its powers, except the power to-
(a) admit new members and determine the terms and
conditions of their admission;
(b) increase the authorised capital of the Corporation;
(c) decide on questions regarding the interpretation or
application of this Agreement;
(4 determine the fees of the directors and their alternates;
( e ) approve the investment programme and annual
budget of the Corporation;
V) delegate any of its powers
3. The Board of Governors shall retain full power to exercise
authority over any power delegated to the Board of Directors in
accordance with paragraph 2 of this Article.
ARTICLE 19
BOARD OF GOVERNORS
Voting and Procedure
1. The Board of Governors shall hold an annual general
meeting. Special Meetings of the Board of Governors may be called
either by the Board of Directors or on a requisition of not less
than three Members of the Board of Governors.
2. Each Member of the Board of Governors shall have three
hundred votes plus one additional vote for each share held by the
Member Country he represents.
3. Except as otherwise expressly provided in this Agree-
ment, all matters before the Board of Governors shall be determined
by a majority of the voting power of the Member Countries
represented at the meeting.
4. A majority of the total number of the Governors shall
constitute a quorum for any meeting of the Board of Governors,
provided such majority represents not less than two-thirds of the
total voting power of the Member Countries.
5 . The Board of Governors may establish a procedure for
obtaining a vote on a specified question without calling a meeting.
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14 CAP. 72) Caribbean Food Corporation
ARTICLE 20
BOARD OF DIRECTORS
Composition
1. Upon the entry into force of this Agreement the Board
of Directors shall consist of not more than nine Directors, as
follows-
(a) Directors appointed by or in respect of Member
Countries in accordance with this Article;
(b) the Secretary-General or his nominee and the Manag-
ing Director.
The Directors referred to in sub-paragraph (b) shall have no vote.
2. Directors shall be appointed as follows-
(a) each MDC upon becoming a Member of the Cor-
poration shall be entitled to appoint one Director and one
alternate Director;
(b) Belize upon becoming a member of the Corporation
shall be entitled to appoint one Director and one alternate
Director;
(c) in respect of the LDCs (other than Belize) the WISA
Council of Ministers shall be entitled to appoint two Direc-
tors and two alternate Directors, if but only if, one or more
of the LDCs have taken up not less than one hundred shares
in the initial issue of shares.
3. Subject to paragraph 4 an alternate Director shall in the
absence of his principal attend any meeting and shall be entitled
to vote on any matter.
4. For so long as a Member Country is deemed to be in
arrears under Article 17(2), the Director appointed by that Member
Country or the Directors appointed by the WISA Council of
Ministers (in any case where the Member Country in arrears is
an LDC (other than Belize) shall not participate in the business
of the Board of Directors.
5 . Each Member Country entitled to make appointment
of Directors and the WISA Council of Ministers shall inform the
Secretary-General promptly after this Agreement enters into force
of their appointments and such appointments shall become valid
only upon notification to the Secretary-General.
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6. Subsequent appointments to the Board of Directors shall
be communicated to the Chairman of the Board of Directors as
soon as possible before the expiration of the term of office of the
Director to be replaced.
7. Each Director shall hold office for a term of three years
but shall be eligible for re-appointment.
8. The Board of Directors shall elect a Chairman and a
Vice-Chairman from among the Directors, and the Vice-Chairman
shall preside in the absence of the Chairman. In the absence of
the Chairman and Vice-Chairman at any meeting the Directors
may elect one of their number to act as C-hairman-of the meeting
of the Board of Directors. Both the Chairman and the Vice-
Chairman shall hold office for three years. Both shall be eligible
for re-election. The Secretary-General or his nominee and the
Managing Director are not eligible for election as Chairman or
Vice-Chairman.
9. Directors shall be persons of high competence with
experience in commercial, agricultural or financial matters.
10. Directors shall be paid such fees and reasonable
allowances for attending meetings as may be approved by the Board
of Governors.
11. A Member Countrv or the WISA Council of Ministers
may at any time revoke its appointment of a Director and appoint
another person in his stead. The Member Country or the WISA
Council of Ministers, as the case may be, shall promptly notify
the Chairman of the Board of Directors of such revocation and
of the new appointment. A Director appointed under this paragraph
shall hold office only for the remainder of the term of his
predecessor.
12. Notwithstanding paragraphs 1 and 2 of this Article the
Board of Governors may decide from time to time to alter the
composition of the Board of Directors by a vote of not less than
two-thirds of the Members representing not less than three-fourths
of their total voting power. Nothing in this paragraph shall impair
the right of any Member Country of the WISA Council of Ministers
to appoint Directors as provided for in paragraph 2 of this article.
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16 CAP. 72) Caribbean Food Corporation
ARTICLE 21
BOARD OF DIRECTORS
Powers
The Board of Directors shall be responsible, subject to any
direction by the Board of Governors, for the management of the
affairs of the Corporation. It shall also be responsible for the general
policies of the Corporation and may give the Managing Director
general and special instructions for the implementation of such
policies.
ARTICLE 22
BOARD OF DIRECTORS
Voting and Procedure
1. The business of the Board of Directors shall be trans-
acted at the principal office of the Corporation or at such places
as may from time to time be determined by the Board.
2. The Board of Directors shall meet at least every six
months or as often as the business of the Corporation requires.
3. Meetings shall be called by the Chairman of the Board
on at least one month's notice unless special circumstances require
a shorter period of notice.
4. A quorum of the Board of Directors shall be a simple
majority of the Directors eligible to vote.
5 . In voting at meetings of the Board of Directors, each
Director (including the Chairman or the Vice-Chairman when
presiding) shall be entitled to one vote. All matters shall be decided
by a majority of the number of Directors present and voting. In
the event of a deadlock the Chairman shall have a casting vote.
6. Subject to the preceding paragraphs of this Article, the
Board shall settle its own Rules of Procedure.
ARTICLE 23
THE MANAGING DIRECTOR
1. The Board of Governors shall appoint a Managing
Director of the Corporation upon such terms and conditions as
the Board sees fit.
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2. The Managing Director shall be the Chief Executive
Officer of the Corporation and shall conduct, under the direction
of the Board of Directors, the business of the Corporation. He
shall, subject to the general control of the Board of Directors, be
responsible for the organisation, appointment and dismissal of the
staff.
3. The Board of Directors shall approve rules governing
the appointment and conduct of the staff and the operations of
the Corporation.
ARTICLE 24
OFFICE AND SEAL OF THE CORPORATION
1. The principal office of the Corporation shall be located
in Trinidad and Tobago.
2. The Corporation shall have an official seal approved by
the Board of Governors.
3. The Directors shall provide for the safe custody of the
seal which shall only be used by the authority of the Directors
and any instrument to which the seal is affixed shall be signed
by a Director and countersigned by some other duly authorised
person.
4. The Corporation may establish agencies or branch offices
elsewhere.
CHAPTER VI
ALLOCATION OF NET INCOME
ARTICLE 25
ALLOCATION OF NET INCOME
1. The Board of Governors shall, on the recommendation
of the Board of Directors, determine at least annually the disposi-
tion of the net income of the Corporation arising from its ordinary
operations and what portion thereof, if any, shall be allocated after
making provision for reserves or other purposes, to surplus, and
what portion, if any, shall be reinvested in, or distributed among
members of, the Corporation.
2. Any distribution of net income under paragraph 1 of
this Article shall be made to each Member Country in proportion
to the paid up value of shares held by that Member Country.
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CAP. 72) Caribbean Food Corporation
3. Payments of the net income under paragraph 1 of this
Article shall be made in such manner as the Board of Governors
may determine and in the respective currencies of Member
Countries.
CHAPTER VII
TERMINATION OF MEMBERSHIP
ARTICLE 26
TERMINATION OF MEMBERSHIP
Any Member Country which disposes of all its shares in the
Corporation shall cease to be a party to this Agreement, and its
membership in the Corporation shall terminate on the date of the
transfer of shares.
ARTICLE 27
SETTLEMENT OF ACCOUNTS
1. After the date on which a Member Country ceases to
be a Member of the Corporation, that former Member shall remain
liable for its direct financial obligations to the Corporation that
were incurred before that date and for any other liability so incurred
in respect of any loans or guarantees made to or given in respect
of the Corporation but it shall not incur liabilities with respect
to loans and guarantees entered into thereafter by the Corpora-
tion or share either in the income or the expenses of the
Corporation.
2. Upon a Member Country ceasing to be a Member of
the Corporation, the Corporation shall arrange for the transfer
of that country's shares as a part of the settlement of accounts
with such country in accordance with the provisions of this Article.
Such shares shall be disposed of in such manner as the Board
of Governors may determine.
3. Where within six months of a Member Country ceasing
to be a member of the Corporation, the operations of the Cor-
poration are terminated pursuant to Article 28, all rights of that
Member Country shall be determined in accordance with Ar-
ticles 28 and 29. That Member Country shall be considered as
still being a Member of the Corporation for the purposes of those
Articles but shall have no voting rights.
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ARTICLE 28
TERMINATION OF OPERATIONS
1. The Board of Governors may by a resolution adopted
by a vote of not less than two-thirds of the total number of Gover-
nors representing not less than three-fourths of the total voting
power of the Members terminate the operations of the Corporation.
2. After such termination, the Corporation shall forthwith
cease all activities, except those incident to the orderly realisa-
tion, conservation and preservation of its assets and settlement
of its obligations.
ARTICLE 29
DISTRIBUTION OF ASSETS
1. Upon dissolution of the Corporation no distribution of
assets shall be made to Member Countries on account of their
subscription to the capital of the Corporation until all liabilities
to creditors are discharged or provided for. However, such distribu-
tion must be approved by a vote of not less than two-thirds of
the total number of Governors representing not less than three-
fourths of the total voting power of the Members.
2. Any distribution of the assets of the Corporaiton to the
Member Countries shall be in proportion to the paid-up value
of the shares held by each Member Country and shall be effected
at such times and under such conditions as the Board of Gover-
nors shall deem fair and equitable. No Member Country shall
be entitled to receive its share in such a distribution of assets until
it has settled all its obligations to the Corporation.
3. Before any distribution of assets is made, the Board of
Governors shall value the assets to be distributed as at the date
of distribution.
CHAPTER VIII
STATUS, IMMUNITIES, EXEMPTIONS AND
PRIVILEGES
ARTICLE 30
PURPOSE OF CHAPTER
In order to enable the Corporation effectively to fulfil its pur-
poses and carry out the functions entrusted to it, the status, im-
munities, exemptions and privileges set forth in this Chapter shall
LAWS OF ANTIGUA AND BARBUDA
20 CAP. 72) Caribbean Food Corporation
be accorded to the Corporation in the territory of each Member
Country.
ARTICLE 31
LEGAL STATUS
1. The Carparatiah shall possess full juridical personality
and, in particule~, full capacity-
(a) to contract;
(6) to acquire and dispose of immovable and movable
property; and
( 6 ) to institute legal proceedings.
2. The Corporation may co-operate with national or in-
ternational organisations or entities and may seek all appropriate
contacts with a view to co-operation with such institutions of the
countries to which its operations extend.
ARTICLE 32
FREEDOM OF ASSETS FROM RESTRICTIONS
T o the extent necessary to carry out their purposes and fuhc-
tions effectively and subject to the provisions of this Agreement,
the Corporation, its wholly-owned subsidiaries and joint enter-
prises with Governments of Member Countries,
(a ) may hold assets of any kind and operate accounts
in any currency; and
(b) shall be free to transfer their assets from one Member
Country to another or within any Member Country and to
convert any currency held by them into any other currency
of the Region,
without being restricted by financial controls or moratoria of any
kind provided that the transactions involved are carried @n within
the Region.
ARTICLE 33
IMMUNITIES AND PRIVILEGES OF THE
CORPORATION PERSONNEL
All Members of the Board of Governors, Directors, dk;-
nates, senior employees of, and experts performing missions in
connection with, the Corporation, its subsidies or joint enterprises
with Governments of Member Countries, where they are not local
citizens or nationals, shall be accorded work permits and such
immunities from immigration restrictions, alien registration
LAWS OF ANTIGUA AND BAKBUDA
Caribbean Food Corporation (CAP. 72 2 1
requirements and national service obligations, to the extent
necessary for the efficient functioning of the Corporation.
ARTICLE 34
TAXATION
1. The Corporation, its assets, property, income and its
operations shall be exempt from all direct taxation.
2. Notwithstanding the provisions of paragraph 1 of this
Article, the Corporation s h d not claim exemption from taxes which
are no more than charges for public utility services.
3. The preceding paragraphs of this Article shall apply to
wholly owned subsidiaries of the Corporation and joint enterprises
between the Corporation and Governments of Member Countries.
ARTICLE 35
CREDITS, FISCAL INCENTIVES AND QUANTITATIVE
RESTRICTIONS
Each Member Country undertakes-
(a) to grant to the Corporation long, medium and short
term credits on no less favourable terms than those given
to similar investors in the particular Member Country;
(b) to accord to the Corporation no less favourable treat-
ment than that accorded any enterprise operating in the
Member Country;
(6) to apply quantitative restrictions in such favourable
manner where appropriate,
to enable the Corporation, its subsidiaries and affiliates more readily
to attain the objectives of this Agreement.
CHAPTER IX
ARBITRATION
ARTICLE 36
ARBITRATION
1. If a dispute should arise between the Corporation and
a Country which ceases to be a member, or between the Cor-
poration and any Member Country after the adoption of a resolu-
tion to terminate the operations of the Corporation, such dispute
shall be submitted to arbitration by a tribunal of three arbitrators.
LAWS OF ANTIGUA AND BARBUDA
2 2 CAP. 72) Caribbean Food Corporation
Each party shall appoint one arbitrator and the two arbitrators
so appointed shall appoint the third who shall be Chairman. If
within thirty days of the request for arbitration either Party has
not appointed an arbitrator or if within fifteen days after the
appointment of two arbitrators the third arbitrator has not been
appointed, either Party may request the Secretary-General to
appoint an arbitrator. The procedure of the arbitration shall be
fixed by the arbitrators. However, the third arbitrator shall be
empowered to settle all questions of procedure in any case of
disagreement with respect thereto.
2. A majority vote of the arbitrators shall be sufficient to
reach a decision which shall be final and binding upon the parties.
CHAPTER X
FINAL PROVISIONS
ARTICLE 37
IMPLEMENTATION
Each Member Country shall take the necessary action to make
effective the provisions of this Agreement and enact such legisla-
tion as may be necessary to discharge its obligation under it.
ARTICLE 38
SIGNATURE
1. This Agreement shall be lodged with the Secretary-
General (in this Agreement referred to as the Depositary) and
shall remain open until the 15th day of September, 1976 for
signature by the Countries listed in the Annex to this Agreement.
2. The Depositary shall transmit certified copies of this
Agreement to all the signatories and other Countries which become
members of the Corporation.
3. Any Country listed in the Annex to this Agreement which
has not signed the Agreement may accept the Agreement by
depositing an Instrument of Acceptance with the Depositary.
ARTICLE 39
ENTRY INTO FORCE
1. This Agreement shall enter into force when it has been
signed or accepted in accordance with Article 38 of this Agree-
LAWS OF ANTIGUA AND BARBUDA
Caribbean Food Corporation (CAP. 72 2 3
ment by any four of the Countries including two of the More
Developed Countries listed in the Annex to this Agreement.
2. The Depositary shall notify the Countries listed in the
Annex to this Agreement of the date of entry into force of this
Agreement, and of all the Countries which have signed or accepted
this Agreement and shall transmit certified copies thereof to all
Members.
ARTICLE 40
ACCESSION
After the entry into force of this Agreement, a Country other
than one listed in the Annex may in the discretion of the Board
of Governors be permitted to become a member of the Corpora-
tion by accession to this Agreement on such terms as the Board
of Governors shall by a two-thirds majority vote of the total number
of Governors determine. Any such Country shall deposit, on or
before a date appointed by the Board of Governors an Instru-
ment of Accession with the Depositary who shall notify such deposit
and the dates thereof to the Corporation and the parties to this
Agreement. Upon such deposit, and upon the subscription and
payment for shares issued to it, the Country shall become a member
of the Corporation on the appointed date.
Signed by Garvin Kennard, Minister of Agriculture
For the Government of Guyana on 18th August, 1976 at
Georgetown, Guyana.
Signed by Reg. E. Phillips, High Commissioner
For the Government of Jamaica on 10th September, 1976 at
Georgetown, Guyana.
Signed by
For the Government of Monserrat on
at
Signed by Robert L. Bradshaw, Premier
For the Government of St Kitts-Nevis on 28th August, 1976 at
Basseterre, St. Christopher (St. Kitts).
Signed by Ira D'Auvergne, Minister of Agriculture and Lands
For the Government of St. Lucia on 1st September, 1976 at
Castries, St. Lucia.
Signed by E. Joshua Minister of Agriculture and Trade
For the Government of St. Vincent on 2nd September, 1976 at
Kingstown, St. Vincent, W.I.
LAWS OF ANTIGUA AND BARBUDA
24 CAP. 72) Caribbean Food Corporation
Signed by Overand R. Padmore, Minister of Agriculture, Lands
and Fisheries.
For the Government of Trinidad and Tobago on 20th August,
1976 at Port-of-Spain, Trinidad and Tobago.
ANNEX
MEMBERSHIP
Membership of the Corporation shall be open to:
(i) Antigua and Barbuda
(ii) Barbados
(iii) Belize
(iv) Dominica
(v) Grenada
(vi) Guyana
(vii) Jamaica
(viii) Montserrat
(ix) St. Kitts-Nevis
(x) St. Lucia
(xi) St. Vincent and the Grenadines
(xii) Trinidad and Tobago
