Caribbean Investment Corporation Act

Link to law: http://laws.gov.ag/acts/chapters/cap-74.pdf
Published: 1975

Caribbean Investment Corporation (CAP. 74 1

CHAPTER 74

THE CARIBBEAN INVESTMENT CORPORATION
ACT

Arrangement of Sections
Section

Short title.
Interpretation.
Corporation a body corporate.
Acceptance of Agreement.
Certain provisions of Agreement given force of law in

Antigua and Barbuda.
Financial provisions for giving effect to the Agreement.
Certificate of Minister conclusive as to contents.
Restriction on use of name.
Amendment of Schedule and matters consequential

thereto.
Exemption from provisions of Cap. 293.
SCHEDULE.

CARIBBEAN INVESTMENT CORPORATION

(23rd May, 1975.) 811975.

1. This Act may be cited as the Caribbean Invest- short title.
ment Corporation Act.

2. In this Act, unless the context otherwise requires- Interpretation,
"Agreement" means the Agreement for the establish-

ment of the Caribbean Investment Corporation,
set out in the Schedule hereto;

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2 CAP. 74) Caribbean Investment Corporation

Corporation a
body Corporate.

Acceptance of
Agreement.

Certain
provisions of
Agreement given
force of law in
Antigua and
Barbuda.

Financial
provisions for
giving effect to
the Agreement.

Certificate of
Minister
conclusive as to
contents.

Restriction on
use of name.

"Corporation" means the Caribbean Investment Cor-
poration established by the Agreement.

3. The reference in Article 30 of the Agreement to
the effect that the Corporation shall possess full juridical
personality shall be construed as meaning that the Corpora-
tion shall be a body corporate with perpetual succession and
a common seal, with power to purchase, take, hold and
dispose of land and other property, and to enter into con-
tracts, to sue and be sued in its said name and to do all things
necessary for the purposes of this Act.

4. Subject to the provisions of this Act the Corpora-
tion as organised and described in the Agreement is hereby
established.

5 . Subject as hereinafter provided by this Act, the pro-
visions of Articles 30 to 34 and Article 36 of the Agreement
(which relate to the status, process, immunities, privileges
and exemptions to be given effect in regard to the Corpora-
tion) shall have the force of law in Antigua and Barbuda.

6. (1) There shall be paid out of the Consolidated
Fund on the warrant of the Minister, all payments required
to be made from time to time to the Corporation in respect
of Antigua and Barbuda under the provisions of the
Agreement.

(2) Any sums received by the Government from the
Corporation on account of the subscription of Antigua and
Barbuda to the capital stock thereof shall be paid into the
Consolidated Fund.

7. If, in any proceedings, a question arises as to the
entitlement of the Corporation or any other person to any
immunities or privileges under this Act, a certificate issued
by or under authority of the Minister to the effect that the
Corporation or other person is or is not entitled shall be con-
clusive evidence of the fact.

8. (1) Except with the consent of the Minister, no per-
son shall use the name of the Caribbean Investment Cor-
poration or any name so nearly resembling it as to be likely
to deceive, in connection with any trade or business.

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Caribbean Investment Corporation (CAP. 74 3

(2) Every person who contravenes the provisions of
subsection (1) shall be guilty of an offence and liable on sum-
mary conviction to a fine of fifteen thousand dollars and to
imprisonment for twelve months.

9. (1) Where any amendment to the Agreement is t~::",;",:;~
accepted by the Government, the Minister may, by Order, matt,,,
amend the Schedule by including therein the amendment ; ; z z r t i a l
so accepted.

(2) Any Order made under this section may contain
such consequential, supplemental or ancillary provisions as
appear to the Minister to be necessary or expedient for the
purpose of giving due effect to the amendment accepted as
aforesaid and, without prejudice to the generality of the
foregoing, may contain provisions amending references in
this Act to specific provisions of the Agreement.

(3) Every Order made under this section shall be sub-
ject to negative resolution of the House of Representatives.

(4) Where the Schedule is amended pursuant to this
section, any reference in this Act or any other instrument
to the Agreement shall, unless the context otherwise requires,
be construed as a reference to the Agreement as so amended.

10. The provisions of the Non-Citizens Land Holding ~ ; ; $ $ ~ , " P ~ ~ ~
Regulation Act shall not apply to the Corporation. Cap. 293.

SCHEDULE

AGREEMENT ESTABLISHING T H E CARIBBEAN INVESTMENT
CORPORATION

THE CONTRACTING PARTIES

RECOGNISING the urgent need for a more balanced approach to the
distribution of benefits accruing from the Caribbean Free Trade Area;

BEARING IN MIND regional con~nlitments to introduce measures for promoting
industrial development and agro-based industries in the Less Developed Countries;

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4 CAP. 74) Caribbean Investment Corporation

NOTING that the proposals contained in the report of the Industrial Location Task
Force for action by the Less Developed Countries in promoting their industrial
development are acceptable to those countries;

HAVE AGREED as follows-

ARTICLES OF AGREEMENT

CHAPTER I

ESTABLISHMENT OF THE CORPORATION

ARTICLE 1

THE CORPORATION ESTABLISHED

By this Agreement the Contracting Parties establish a Caribbean Investment
Corporation (hereinafter referred to as "the Corporation") having the membership,
powers and functions hereinafter specified.

ARTICLE 2

MEMBERSHIP

1. Membership of the Corporation shall be open to-
(a) the States listed in Part A of the Annex to this Agreement which

shall form an integral part thereof;

(6) any other State of the Caribbean Region which becomes a member
of the Caribbean Community; and

(c) residents of States that become Members of the Corporation.

2. The States referred to in paragraph 1 (a) of this Article the Governments
of which sign this Agreement in accordance with Article 39 shall become Members
of the Corporation. The States mentioned in paragraph l(6) of this Article the
Governments of which accede to this Agreement in accordance with Article 42
thereof shall become members of the Corporation.

3. Residents of States that are Members of the Corporation may be admitted
to membership on such terms and conditions as the Board of Governors may
determine.

ARTICLE 3

FUNCTIONS AND POWERS

1. The function of the Corporation shall be to ensure the promotion of
the industrial development including the development of agro-based industries
and of integrated agricultural and industrial complexes of the Less Developed
Countries that are members of the Corporation and which:

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Caribbean Investment Corporation (CAP. 74 5

(a) prior to the 1st May, 1974 have signed the Accord done at
Georgetown, Guyana on the 13th day of April, 1973; and

(6) on or after 1st May, 1974 are members of the Caribbean Common
Market.

2. For the purpose of performing this function the Corporation is hereby
empowered to-

(a) make equity investments in industrial enterprises in the Less
Developed Countries;

(6) dispose of its equity investments within the Region in order to replenish
its financial resources;

(c) guarantee suppliers' credits;

(d) administer, manage and account for its financial resources;
( e ) provide the technical assistance where necessary for the preparation

and analysis of projects to be financed, and do all such other acts that may
be necessary or incidental to the achievement of its purposes and the exercise
of its functions.

ARTICLE 4

DEFINITIONS

1. For the purpose of this Agreement the following expressions shall, unless
the context otherwise require, have the meaning herein pr6vidkd: "More Developed
Country" means Barbados, Guyana, Jamaica, Trinidad and Tobago, and "Less
Developed Country" means any other State listed in Part A of the Annex which
is a member of the Corporation provided that the Board of Governors may from
time to time decide to alter any designation as to them may seem fit.

2. "Residents" for the purpose of this Agreement means-

(a) a citizen of any State that is a Member of the Corporation; or

(6) a person who has a connection with such a State of any kind which
entitles him to be regarded as belonging to or, if it be so expressed, as being
a native or resident of the State for the purposes of such laws thereof relating
to immigration as are for the time being in force; or

(6) a company or other legal entity which in the opinion of the Board
of Governors carries on business in a State that is a member of the Corporation
provided that such Company or other legal entity has a registered office and
carries on substantial activity within such a State.

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CHAPTER I1

CAPITAL, CONTRIBUTIONS AND RESOURCES

ARTICLE 5

AUTHORISED CAPITAL

1. The authorised capital stock of the Corporation shall be the equivalent
of fifteen million Eastern Caribbean dollars of the weight and fineness of gold
in effect on 1st May, 1973. The authorised capital stock shall be divided into
one hundred and fifty thousand shares with a par value of one hundred dollars
each, and shall be available for subscription by members in accordance with the
provisions of Article 6 of this Agreement.

2. The authorised capital stock may be increased by the Board of Gover-
nors at such times and on such terms and conditions as it may determine by a
vote of not less than fourteen Governors.

ARTICLE 6

ISSUE AND SUBSCRIPTION OF SHARES

1. Each member shall subscribe to shares of the Capital stock of the Cor-
poration in accordance with Part A of the Annex. Within one month of the entry
into force of this Agreement the Corporation shall make an initial issue of shares
of the aggregate value of EC $5 million which shall be subscribed in the manner
set out in paragraph 2 of this Article.

2. The initial issue of shares shall be subscribed by the Members of the
Corporation in the proportions given in Part B of the Annex and shall be paid
for as specified in Article 7 of this Agreement.

3. Upon any subsequent issue of shares up to the amount of the capital
stock specified in paragraph 1 of Article 5 of this Agreement each State which
is a member shall subscribe in the proportions specified in Part A of the Annex
on such terms and conditions as the Board of Governors may determine, such
a number of shares as bears the same ratio to the issue as the shares held by
it bear to the total issued stock of the Corporation immediately before such issue.

4. Shares initially subscribed by members during the first five years of the
establishment of the Corporation shall be issued at par. Other shares shall be
issued at such value as the Board of Governors may decide.

5. Liability of the members shall be limited to the unpaid portion of their
issue price.

6. Except as provided in paragraph 5 of this Article, no member shall be
liable, by reason only of its membership for obligations of the Corporation.

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Caribbean Investment Corporation (CAP. 74 7

ARTICLE 7

PAYMENT FOR INITIAL ISSUE OF SHARES

Shares subscribed in accordance with paragraph 2 of Article 6 of this Agree-
ment shall be paid for in five equal instalments. The first instalment shall be paid
on allotment and thereafter one instalment shall be paid in each of the next four
succeeding years.

ARTICLE 8

TRANSFER OF SHARES AND RELATED MATTERS

1. Subject to such conditions as the Board of Governors may impose any
member referred to in paragraph l ( c ) of Article 2 of this Agreement may transfer
all or any of its shares.

2. The Board of Governors may decline to register the transfer of a share
to a person of whom it does not approve, and it may also decline to register the
transfer of a share on which the Corporation has a lien.

3. No member of the Corporation referred to in paragraph l ( a ) and ( b )
of Article 2 of this Agreement shall transfer its shares in the Corporation.

ARTICLE 9

FINANCIAL RESOURCES

The resources of the Corporation shall consist of-

(a ) the authorised capital stock of the Corporation subscribed pursuant
to Article 6;

(b) funds borrowed by the Corporation;

(6) funds received in repayment of loans or from guarantees or from
the sale of securities acquired by it;

(d) any other funds or income received by the Corporation.

ARTICLE 10

USE OF FINANCIAL RESOURCES

The financial resources of the Corporation shall be used exclusively to fur-
ther the purpose for which it is established and to carry out its functions in accord-
ance with this Agreement.

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8 CAP. 74) Caribbean Investment Corporation

CHAPTER I11

OPERATING PRINCIPLES

ARTICLE 11

1. In the performance of its functions the Corporation shall invest in pro-
jects which are financially viable, due regard being paid to two other important
criteria-

(a) the ability of the projects in which it invests to promote further
industrial and economic development in the economy of the Less Developed
Country concerned; and

(6) the creation of employment opportunities in the Less Developed
Country concerned.

2. In financing industrial development projects, the Corporation shall, as
far as practicable, associate with the local capital of the Less Developed Countries
of the Region and, with joint ventures of the Less Developed Countries and the
More Developed Countries.

3. In the disposal of its equity investment, the Corporation shall, as far
as practicable, seek to make available such equity to individuals and bodies in
the Less Developed Countries in order to increase their participation in industries
located in their territories.

CHAPTER IV

POWER AND MANAGEMENT

ARTICLE 12

BORROWING AND OTHER SPECIFIC POWERS

In addition to any other powers conferred on the Corporation by this Agree-
ment for the purpose of exercising its functions the Corporation shall have power
to-

(a) borrow money (whether by way of debentures or otherwise) for the
purposes for which it is established;

( b ) advance money by way of loans on such terms and conditions as
it thinks necessary;

(c) invest or deposit in any State that is a member of the Corporation
any of its resources not needed in its operations.

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Caribbean Investment Corporation (CAP. 74 9

ARTICLE 13

MANAGEMENT

The Corporation shall have a Board of ~overnors : a Board of Directors and
such staff as is necessary for the exercise of its functions.

ARTICLE 14

COMPOSITION OF BOARD OF GOVERNORS

1. The Board of Governors shall consist of the following persons-
(a) A Minister of Government appointed as a Governor by each of the

Member States;

(6) four governors representing residents who are members of the Cor-
poration and who shall be appointed by the Caribbean Association of Industry
and Commerce provided that two of them shall be selected from the Less
Developed Countries who are members of the Corporation.

2. Each governor shall have an alternate who shall be appointed in like
manner as the governor.

3. Each governor and each alternate may be appointed for a period not
exceeding three years but may be reappointed. Each governor and each alternate
shall serve at the pleasure of the body appointing them. Each governor or his
alternate shall have one vote at meetings of the Board of Governors.

4. The Chairman of the Board shall be elected from among the governors
selected from the Less Developed Countries. He shall hold office for a term of
one year and shall be eligible for re-election. The Chairman shall have both an
original and a casting vote.

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 selected .
from the Less Developed Countries to preside at that meeting.

6. Governors and alternates shall serve as such without remuneration from
the Corporation, but the Corporation may pay them for reasonable expenses
incurred in attending meetings.

ARTICLE 15

POWERS OF BOARD OF GOVERNORS

1. All functions and powers of the Corporation, except the power to make
equity investments, guarantee loans and advance money by way of loans and appoint
staff of the Corporation, shall be vested in the Board of Governors.

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10 CAP. 74) Caribbean Investment Corporation

2. The Board of Governors may delegate to the Board of Directors all or
any of its powers, except the power to-

(a) admit new members referred to in paragraph l ( b ) of Article 2 of this
Agreement and determine the terms and conditions of their admission;

(6) increase the authorised capital stock of the Corporation;

(c) suspend a member;

(6) subject to paragraph 3 of Article 6 of this Agreement, determine the
period over which and the manner in which additional issues of the authorised
capital shall be made;

( e ) take decisions for the amendment of this Agreement;

Cf) decide to terminate the operations of the Corporation and to deter-
mine its assets;

(g) determine the remuneration of the directors and their alternates;

(h) determine the reserves and the distribution of the net profits of the
Corporation;

(i) approve the statement of accounts of the Corporation after review-
ing the report of the Board of Directors;

exercise any other powers that are expressly assigned to the Board
of Governors in this Agreement.

3. The Board of Governors shall retain full power to exercise authority
over any matter delegated to the Board of Directors under paragraph 2 and may
give general policy directions on any matter within the competence of the Board
of Directors.

ARTICLE 16

PROCEDURE OF BOARD OF GOVERNORS

1. The Board of Governors shall hold an annual meeting and such other
meetings as may be called by the Chairman or by the Board of Directors. The
Board of Directors shall call a meeting of the Board of Governors whenever re-
quested by a majority of the members of the Corporation.

2. The quorum for any meeting of the Board of Governors shall not be
less than ten governors of whom-

(a) at least two of the governors are representatives of the More Developed
Countries;

( 6 ) at least two of the governors are representatives of the members
admitted to membership under paragraph 1 (c) of Article 2 of this Agree-
ment; and

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Caribbean Investment Corporation (CAP. 74 1 1

(c) at least four of the governors are representatives of the Less Developed
Countries.

3. The Board of Governors may by regulation establish a procedure whereby
the Board of Directors may, when the latter considers it advisable, obtain a vote
of the governors on a specific question without calling a meeting of the Board
of Goverfiars.

4. The Board of Governors may-
( a ) establish such subsidiary bodies as it may consider necessary in the

exercise of its powers under this Agreement;

( b ) regulate the procedure to be adopted in the conduct of its meetings;

(c ) make regulations for conducting the affairs of the Corporation.

ARTICLE 17

COMPOSITION OF BOARD OF DIRECTORS

1. The Board of Directors shall consist of the following persons-
( a ) a representative appointed by each of the governments of the More

Developed Countries;

( 6 ) two representatives of the Less Developed Countries appointed by
the governments thereof; and

(c) four representatives who are residents admitted to membership under
paragraph l ( c ) of Article 2 , of this Agreement appointed by the Caribbean
Association of Industry and Commerce, provided that two of them shall be
selected from the Less Developed Countries.

2. ( a ) Subject to sub-paragraphs ( b ) and (c ) of this paragraph a director
shall hold office for a term of three years and shall be eligible for re-
appointment; he shall continue in office until his successor has assumed office;

( 6 ) If the office of a director becomes vacant before the expiration of
his term of office, a new director shall be appointed to fill the vacancy and
shall hold office for the unexpired portion of the term of office of his
predecessor;

(c ) The appointment of a director may at any time be revoked by the
authority responsible for such appointment under paragraph 1 of this Article.

3. Each director shall have an alternate who shall, in the case of the direc-
tor appointed under paragraph l(a) or (b) of this Article be appointed in like manner
as the director and, in the case of a director appointed under paragraph l ( c ) of
this Article be appointed by the director.

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12 CAP. 74) Caribbean Investment Corporation

4. The alternate to a director selected from the Less Developed Countries
under paragraph l(c) hereof shall also be from the Less Developed Countries.

ARTICLE 18

DISQUALIFICATION OF DIRECTORS

1. No person shall be eligible to be a director who is-
(a) a member of the Board of Governors; or

(6) a member of the Legislature of any of the States which are members
of the Corporation; or

( G) an employee of the Corporation.

2. The office of a director appointed under paragraph l(c) of Article 17
of this Agreement shall be deemed to be vacated if the director-

(a) assumes any of the offices mentioned in paragraph 1 of this Article;

(6) becomes bankrupt or makes any arrangement or composition with
his creditors generally;

(c) becomes of unsound mind;

(d) resigns his office by notice in writing to the Corporation;

(e) is no longer a member of the Corporation.
In any such case, the provisions of paragraph 2(6) of Article 17 shall apply.

ARTICLE 19

CHAIRMAN OF BOARD OF DIRECTORS

1. The Chairman of the Board of Directors shall be selected by the Board
from among its members and shall be one of the directors appointed from the
Less Developed Countries.

2. The Chairman shall preside at all meetings of the Board of Directors,
but in the event of his absence or his inability to preside, the directors present
and forming a quorum shall select from among themselves a director appointed
from any of the Less Developed Countries to preside at that meeting.

ARTICLE 20

FUNCTIONS OF BOARD OF DIRECTORS

Subject to the general policy directions of the Board of Governors, the Board
of Directors shall be responsible for the direction of the operations of the Corpora-
tion and for this purpose, shall, in addition to the powers expressly assigned to
it in this Agreement and those powers delegated to it by the Board of Governors,
have the final authority to-

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Caribbean Investment Corporation (CAP. 74 13

(a ) prepare the work of the Board of Governors;

(b) take decisions relating to investments in equity capital borrowing
by the Corporation, guarantees and technical assistance;

(6) submit to the Board of Governors at each annual meeting the accounts
for each financial year;

(6) approve the budget of the Corporation;

( e ) advance money by way of loans; and

V) appoint such staff as may be necessary for the purpose of carrying
out this Agreement.

ARTICLE 21

PROCEDURE OF BOARD OF DIRECTORS

1. The Board of Directors shall meet at least four times in each year and
at such times and places as may be necessary for the efficient performance of
its functions.

2. A special meeting may be called by the Board of Directors at any time
at the written request of the majority of the total membership of the Board of
Directors.

3. The Board may regulate the procedure to be adopted in the conduct
of its meetings.

4. A Director or his alternate shall during deliberation on any matter in
which he has a pecuniary interest either directly or indirectly declare such interest.

5 . Six members of the Board of Directors shall constitute a quorum:
Provided that three members of the quorum shall be respectively-

( a ) a representative of a More Developed Country;

( b ) a representative of a Less Developed Country; and

(G) a representative of the members admitted to membership under
paragraph 1(c) of Article 2 of this Agreement.

6. Each member of the Board of Directors shall have one vote. The Chair-
man shall have a casting vote.

7. All acts done by any meeting of the directors or of a committee of direc-
tors or by any person acting as a director shall notwithstanding that it be after-
wards discovered that there was some defect in the appointment of any such director
or person acting as aforesaid, or that they or any of them were disqualified, be
as valid as if every such person had been duly appointed and was qualified to
be a director.

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CHAPTER V

OFFICE AND REPORTS

ARTICLE 22

OFFICE

1. The principal office of the Corporation shall be located in the territory
of such Less Developed Country as the Board of Governors may determine. The
Corporation may, however, establish branch offices in any other part of the Region.

2. The Corporation shall keep at its principal office such registers as are
required by the laws of the State in which it is located.

ARTICLE 23

SEAL

1. The Corporation shall have an official seal.

2. 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 the Secretary
of the Corporation or by some other duly authorised person.

ARTICLE 24

REPORTS

1. The Board of Directors shall transmit to the Board of Governors an
annual report of its operations together with an audited statement of its accounts.

2. The accounts of the Corporation shall be audited by independent auditors
to be selected by the Board of Governors.

CHAPTER VI

ARTICLE 25

ALL'OCATION OF NET INCOME

1. The Board of Governors shall, on the recommendation of the Board
of Directors, determine at least annually the disposition of the net income of the
Corporation resulting from its 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 or distributed among members of
the Corporation.

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2. Any distribution of net income under paragraph 1 shall be made to each
member in such manner and currency as the Board of Governors may determine.

CHAPTER VII

SUSPENSION AND WITHDRAWAL OF MEMBERSHIP

ARTICLE 26

SUSPENSION OF MEMBERSHIP

1. The Board of Governors may by a vote of not less than fourteen gover-
nors suspend from membership for a period not exceeding one year, any member
who fails or refuses to fulfil any of its obligations or discharge any of its liabilities
under this Agreement. The member concerned shall not be entitled to exercise
a vote in this connection.

2. A suspended member shall not be entitled to exercise any rights under
this Agreement, except the right to withdraw its membership, but shall be subject
to all its obligations and liabilities.

3. A suspended member shall automatically cease to be a member of the
Corporation if, at the expiration of the period of suspension, the member has
failed or refused to fulfil any obligation or discharge any liability in respect of
which the member was suspended.

4.
member
cise any

Notwithstanding the foregoing paragraphs of this Article a suspended
may before the expiration of the period of suspension be allowed to exer-
rights under this Agreement if the Board of Governors so decide.

5 . The Board of Governors shall determine the disposition of the shares
of any member who ceases to be a member of the Corporation by the operation
of paragraph 3 of this Article.

6. The provisions of this Article shall not apply to members mentioned
in paragraph l(c) of Article 2 of this Agreement.

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CHAPTER VIII

TERMINATION OF OPERATIONS, LIABILITY OF MEMBERS,
DISTRIBUTION OF ASSETS

ARTICLE 27

SUSPENSION AND TERMINATION OF OPERATIONS

1. In an emergency, the Board of Directors may temporarily suspend opera-
tions in respect of new loans and guarantees, pending an opportunity for further
consideration and action by the Board of Governors.

2. The Corporation may terminate its operations by a resolution of the
Board of Governors approved by a vote of not less than fourteen governors and
after such termination the Corporation shall cease to exercise all functions and
powers except those that are necessary or incidental to the realisation and preser-
vation of its assets and the fulfilment of its outstanding obligations.

ARTICLE 28

LIABILITY OF MEMBERS ON TERMINATION

In the event that the Corporation terminates its operations, the liability of
all members for uncalled subscriptions to the authorised capital stock of the Cor-
poration shall continue until all claims of creditors have been discharged.

ARTICLE 29

DISTRIBUTION OF ASSETS ON TERMINATION

1. In the event that the Corporation terminates its operations, there shall
be no distribution of assets among members until-

(a) all claims of creditors have been discharged, and if necessary on a
pro rata distribution among them;

( b ) members have fulfilled all their obligations to the Corporation; and

(c) the Board of Governors has made an evaluation of the assets to be
distributed among members.

2. Any distribution of the assets of the Corporation to the members shall
be in proportion to the contribution of the member to the issue of the authorised
capital stock of the Corporation and shall be effected at such times and under
such conditions as the Board of Governors deems fair and equitable.

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CHAPTER I X

STATUS, IMMUNITIES, EXEMPTION AND PRIVILEGES

ARTICLE 30

LEGAL STATUS

1. The Corporation shall possess full juridical personality and, in particular,
full capacity to-

(a) enter into agreements;

(b) acquire and dispose of property, whether movable or immovable; and

(c) institute legal proceedings.

ARTICLE 31

LEGAL PROCEEDINGS

1. Legal proceedings may be instituted against the Corporation in any court
of competent jurisdiction in the Territory of a State which is a member of the
Corporation where:

(a) the cause of action arose; or

(6) the Corporation has its principal office or a branch office.

In any other case such proceedings may be instituted against the Corpora-
tion in any such court in the country where it has appointed an agent for the
purpose of accepting service or notice of process.

2. Service upon the Corporation of any document shall be effected by deliver-
ing or sending it by registered post to its principal or any branch office.

ARTICLE 32

FREEDOM OF ASSETS FROM RESTRICTIONS

T o the extent necessary to carry out its purpose and functions effectively
and subject to the provisions of this Agreement, the Corporation-

(a) may hold assets of any kind and operate accounts in any currency; and

(b) shall be free to transfer its assets from one country to another or
within any country and to convert any currency held by it into any other
currency, without being restricted by financial controls, regulations or
moratoria of any kind.

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p - p p p p

ARTICLE 33

IMMUNITIES AND PRIVILEGES OF PERSONNEL

1. The Governors, Directors, alternates, officials and staff of, and experts
performing missions for, the Corporation shall be immune from legal process with
respect to acts done by them in their official capacity.

2. Persons referred to in paragraph 1 of this Article who are not nationals
shall-

(a) enjoy immunity from national service obligations;

(b) have the right to repatriate funds derived from income earned in
the service of the Corporation;

(c) be immune, together with their families forming part of their
household, from immigration restrictions, and alien registration;

(d) be given together, with their families forming part of their household,
the same repatriation facilities and right to protection as are accorded to
members of diplomatic missions in time of international crisis.

ARTICLE 34

EXEMPTIONS

1. The Corporation, its assets and operations and transactions, shall be
exempt from all direct taxation and no customs duties nor charge of equivalent
effect shall be paid on articles imported for its official use.

2. Notwithstanding the provisions of paragraph 1 of this Article, the Cor-
poration shall not be entitled to exemption from taxes which are no more than
charges for public utility services.

3. Subject to paragraph 4 hereof, dividends and other distributions made
by the Corporation or a distribution of such dividends or distributions made by
a recipient thereof shall be exempt from income tax in the hands of a recipient.

4. Where the recipient is not resident in any Member State the exemption
in paragraph 3 shall apply to so much only of the tax as exceed his tax liability
on such dividends or other distributions in his country of residence.

ARTICLE 35

IMPLEMENTATION

Each member, referred to in paragraphs l ( a ) and 1 ( b ) of Article 2 of this
Agreement shall inform the Corporation of the action taken to implement the
provisions of this Chapter in the territory.

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Caribbean Investment Corporation (CAP. 74 19

ARTICLE 36

WAIVER OF IMMUNITIES, EXEMPTIONS AND PRIVILEGES

Except as provided for in paragraph 2 of Article 34 of this Agreement the
chief executive officer of the Corporation (by whatever name called) shall have
the right and the duty to waive any immunity, exemption,or privilege in respect
of any other member of the staff of the Corporation, or any expert performing
a mission for, the Corporation where, in his opinion, the immunity, exemption
or privilege would impede the course of justice and be waived without prejudice
to the interests of the Corporation. In similar circumstances and under the same
conditions, the Board of Directors shall have the right and duty to waive any
immunity, exemption or privileges respecting the chief executive officer.

CHAPTER X

AMENDMENT AND ARBITRATION

ARTICLE 37

AMENDMENTS

1. This Agreement may be amended by the Contracting Parties upon a
decision for the purpose of the Board of Governors by a vote of not less than
fourteen of the governors.

2. Any proposal to amend this Agreement shall be addressed to the Chairman
of the Board of Governors who shall submit a copy of the proposed amendment
to each member prior to its being submitted to the Board. If the amendment
is adopted, the Corporation shall certify it in a formal communication addressed
to each member.

3. The Contracting Parties shall notify the Secretary-General of the Com-
monwealth Caribbean Regional Secretariat (hereinafter referred to as the
"Secretary-General") in writing of their acceptance of the amendment. The amend-
ment shall become effective at the expiration of three ( 3 ) months after the date
of a formal communication by the Secretary-General to all members of the Cor-
poration notifying acceptance of the amendment by the Contracting Parties.

ARTICLE 38

ARBITRATION

If a dispute arises-

(a) between the Corporation and a member who ceases to be a member;

(b) between the Corporation and a member consequent upon the adop-
tion of a resolution to terminate the operations of the Corporation,

LAWS OF ANTIGUA AND BARBUDA

20 CAP. 74 ) Caribbean Investment Corporation

such dispute shall, at the written request of either party, be submitted to arbitra-
tion by a tribunal consisting of three arbitrators.

2. Each party to the dispute shall appoint an arbitrator and the third, who
shall be the president of the tribunal, shall be appointed by the two arbitrators
previously appointed.

3. If within thirty days of the request for arbitration, either party fails to
appoint an arbitrator, or, if within fifteen days of the appointment of the two
arbitrators, the president has not been appointed, either party may request the
Secretary-General to appoint an arbitrator.

4. The arbitrators shall determine the procedure to be adopted in arbitra-
tion disputes; however, the president shall be empowered to settle all questions
of procedure in any case of disagreement with respect thereto.

CHAPTER XI

SIGNATURE, DEPOSIT AND ENTRY INTO FORCE

ARTICLE 39

SIGNATURE AND DEPOSITS

1. This Agreement shall be deposited with the Secretary-General and shall
remain open for signature by the States listed in Part A of the Annex.

ARTICLE 40

RESERVATIONS

Any State referred to in paragraph l ( a ) or 1(b) of Article ? of this Agreement
may upon signature enter a reservation to paragraph 1 of Article 34 of this Agree-
ment in relation to a civil action arising out of an accident caused by a motor
vehicle used by any of the persons mentioned therein in the performance of any
duties relating to the Corporation.

ARTICLE 41

ENTRY INTO FORCE

This Agreement shall enter into force upon the signature of any ten of the
States listed in Part A of the Annex.

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Caribbean Investment Corporation (CAP. 74 2 1

ARTICLE 42

ACCESSION

After the entry into force of this Agreement any other of the States listed
in paragraph l ( a ) or 1(b) of Article 2 of this Agreement may become Parties to
this Agreement by notifying the Secretary-General in writing of their intention
to be bound thereby. Such notification shall take effect from the date of its receipt
by the Secretary-General.

ARTICLE 43

INAUGURAL MEETING

As soon as this Agreement enters into force, the Governors representing the
States listed in Part A of the Annex who are parties hereto shall be appointed
and the Secretary-General shall summon the inaugural meeting of the Board of
Governors.

ANNEX

PART A

States and Territories and Number Propor-
other Members of the Corporation of Shares tions

Jamaica 33,750 .225

Trinidad and Tobago 33,750 .225

Guyana 6,750 .045

Barbados 6,750 ,045

Antigua and Barbuda

Belize

Dominica

Grenada 1 .060 Montserrat St. Kitts-Nevis-Anguilla St. Lucia St. Vincent and the Grenadines
Members admitted to membership
under paragraph 1(c) of Article 2

Total

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2 2 CAP. 74) Caribbean Investment Corporation

PART B

State and Territories and other Members
of the Corporation

Jamaica

Trinidad and Tobago

Guyana

Barbados

Antigua and Barbuda

Belize

Dominica

Grenada

Montserrat

St. Kitts-Nevis-Anguilla

St. Lucia

St. Vincent and the Grenadines

Members admitted to membership
under paragraph l(c) of Article 2

No. of
Shares

11,250

11,250

2,250

2,250

Total 50,000
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