No. 6 of 1995. The Eastern Caribbean Home Mortgage 1 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
[ L.S. ]
I Assent,
James B. Carlisle,
Governor-General.
16th June, 1995.
ANTIGUA AND BARBUDA
No. 6 of 1995
AN ACT to give legal effect and to provide for the implementa-
tion of the provisions of the Eastern Caribbean Home Mort-
gage Bank Agreement and to provide for matters connected
therewith.
ENACTED by the Parliament of Antigua and Barbuda as
follows-
1. This Act may be cited as the Eastern Caribbean Home short .rille.
Mortgage Bank Agreement Act, 1995.
2. 111 this Act - Interpretation.
"Agreement" means the Agrec~nent establishing the East-
ern Caribbean Ho~nc Mortga~e Bank tnade on the 27th day
of May, 1994. the text of which is set out in the Schcdulc
to this Act;
ANTIGUA
AND
BARBUDA
Agreement to have
the force of law.
Amendments
to the
Agreement.
Exemption from
stamp duty and
corporate tax.
Non-application of
certain written laws.
Act No. 17 of
1991.
Act No. 17 of
1968.
2 The Eastern Caribbean Home Mortgage No. 6 of 1995.
Bank Agreement Act, 1995.
"Bank means the Eastern Caribbean Home Mortgage
Bank established under article 3 of the Agreement;
"Minister" means the Minister responsible for Finance;
"participating Government" means a Government which
is a party to the Agreement.
3. This Agreement shall be deemed to have the force of law
in Antigua and Barbuda from the first day of October, 1994.
4. Where an amendment to the Agreement becomes effective
in accordance with article 35 of the Agreement the Minister shall
by Order amend the Schedule to this Act for the purpose of
including the Amendment.
5. (1) Instruments of transfer relating to the purchase or sale
of the legal or beneficial interest in mortgages and instruments
relating to the issue of securities by the Bank in the normal course
of its business are exempt from stamp duty.
(2) The Bank shall not be liable for the payment of corporate
tax.
6. (1) The following Acts do not apply to the Bank:
(a) the Banking Act 1991;
(b) the Non-CitizensLandholding Regulation Act 1968.
(2) Notwithstanding subsection (1), the Bank shallnot engage
in banking business.
6 of 1995. The Eastern Caribbean Home Mortgage 3 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
SCHEDULE
EASTERN CARIBBEAN HOME MORTGAGE BANK
AGREEMENT ACT 1994
ARRANGEMENT OF ARTICLES
PART I
PRELIMINARY
Articles
1. Short Title.
2. Interpretation.
PART I1
ESTABLISHMENT, PURPOSES AND MANAGEMENT
OF THE BANK
Establishment of Bank.
Purposes of the Bank.
Powers of the Bank.
Place of office and establishment of branches.
Address and service of documents.
Protection of persons dealing with directors and agents.
Custody and use of common Seal.
Official Seal.
Management of the Bank.
Appointment of General Manager.
PAK'I' 111
13. Composition of Btwd ol' Dircctors.
14. Appoinuncnl and tcnns of ol'ticc of the firs1 Board of
Directt ws.
15. Tcnn ol' ollicc ol' dircctorh.
16. Altcrnatc directorh.
17. Dihy wtlilicatiot~.
18. Vacation of office of directors.
I . Chainnm arid Dcputy Chairman.
ANTIGUA 4 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
20. Appointment of directors to be notified in the Gazette.
21. Meetings of the Board.
22. Executive Committee.
23. Accounts.
PART IV
PROCEDURE
24. Annual General Meeting.
25. Financial year.
26. Special General Meeting.
27. Directors to declare interest.
28. Staff of the Bank.
PART V
SHARES
29. Capital structure of the Bank.
30. Increase of authorized capital.
3 1. Transfer of shares.
32. Details of trarisfer to be entered in register.
PART VI
MISCELLANEOUS
lilterest on bonds tax exempt.
Rcgu1atic)ns.
Amaldmaits.
Disputes.
Withdrawal.
Signatories.
Ratilication.
Entry into liwcc.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 5 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
AGREEMENT ESTABLISHING
THE EASTERN CARIBBEAN HOME MORTGAGE BANK
PREAMBLE
An Agreement made on the 27th day of May, 1994 between the Governments of
Anguilla, Antigua and Barbuda, The Commonwealth of Dominica, Grenada,
Montserrat, Saint Christopher and Nevis, Saint Lucia and Saint Vincent and the
Grenadines (hereinafter referred to as "the participating Government").
WHEREAS it is desirous:
(a) to promote and maintain the availability of affordable home financing
and to assist primary lenders to promote and maintain the availability
of affordable home financing in the territories of the participating
Governments;
(b) to establish and maintain an organi~ed regional secondary market for
mortgages in the form of a Common Home Mortgage Bank to increase
the availability of mortgage credit and provide liquidity and flexibility
to primary lenders in the territories of the participating Governments;
(c) to promote and increase the efficient mobilisation and allocation of
long-term savings for investment inhousing and to further theeconomic
development of the territories of the participating Governments;
(d) to develop the housing and home finance industry and to promote
services and benefits to industry by improving the efficiency and
effectiveness of the mortgage underwriting process; and
(e) to promote the growth and development of the money and capital
markets and to enhance the monetary integration of the territories of the
participating Governments.
IT IS HEREBY AGREED as follows: -
PART I
PRELIMINARY
Article 1
Title
This Agreement may be cited as the Eastern Caribbean Home Mortgage Bank
Agreement.
ANTIGUA 6 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
Article 2
Interpretation
In this Agreement -
"Eastern Caribbean Central Bank Agreement" means the Agreement estab-
lishing the Eastern Caribbean Central Bank done at Port of Spain on the 5th
day of July, 1983;
"Bank" means the Eastern Caribbean Home Mortgage Bankestablishedunder
article 3 of this Agreement;
"banking business" means the business of receiving funds through -
(i) the acceptance of monetary deposits which are repayable on
demand or after notice or any similar operation;
(ii) the sale or placement of bonds, certificates, notes or other
securities;
and the use of such funds, eiher in whole or in part, for loans or inyestment
for the risk of the customer; and
includes -
any other activity recognised by the Central Bank as banking practice and
which a iinancial institution may additionally be authorized to do;
"Board" means the Boardof Directors of the Bankappointedandconstituted
under this Agreement;
"Ccntral Bank means h e Eaqtenl Caribbean Central Bank established under
the Eastern Caribbean Central Bank Agreement;
"Class A shareholder" means the Central Bank;
"Class B shareholder" means -
(a) the (Social Security SchemeINational Insurance Board), and
( ) a Government owned or controlled commercial hank;
No. 6 of 1995. The Eastern Caribbean Home Mortgage 7 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
"Class C shareholder" means a financial institution licensed as a bank to carry
on banking business other than a financial institution referred to in the
definition of Class B shareholder;
"Class D shareholder*' means -
(a) an insurance company duly registered to carry on insurance business in
the territory of at least one participating Government,
(b) a financial institution duly licensed to carry on banking business as a
credit or other financial institution in the territory of at least one
participating Government; or
(c) a credit institution not mentioned in paragraphs (a) and (b) which has
been approved by the Board on the advice of Council;
"Class E shareholder" means the International Finance Corporation;
"Class F shareholder" means the Home Mortgage Bank of Trinidad and
Tobago established under the Home Mortgage Bank Act, 1985 of the Laws
of Trinidad and Tobago;
"Council" means the Monetary Council established under article 7 of the
Eastern Caribbean Central Bank Agreement;
"director" means a director of the bank appointed under this Agreement;
"financial institution" means any person doing banking business in the
territory of one of the participating Governments and all offices and branches
ofa financial institution in any one ormore of the territories of the participating
Governments shall be deemed to be one financial institution;
"Intematio~lal Finance Corporation" means the specialised agency of the
United Nations established by that name in 1956;
"member territory" means a territory of a participating Government;
"participating Govenlment" means a government which is a party to this
Agreement;
"rcsidential property" means property used as the principal residence of and
which is occupied by the owner;
"Regis~ar" mcaxls the Registrar of Companies in [he member territory where
the principal oll'ice ol'thc Bank is situated;
ANTIGUA 8 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
"Secretary" means a person appointed as such under article 28(1) of this
Agreement or any person designated by the Board to perform the duties of
Secretary;
"Social Security Board means the Board of Management of the Social
Security or National Insurance scheme established in any member territory.
PART 11
ESTABLISHMENT, PURPOSES AND MANAGEMENT OF
THE BANK
Article 3
Establishment of Bank
(1) There is hereby established a bank to be known as the Eastern Caribbean
Home Mortgage Bank which shall be a body corporate having perpetual succession.
The Bank may sue and be sued in its corporate name.
(2) The establishment of the Bank shall take effect in accordance with the
provision of article 40 of this Agreement.
Article 4
Purposes of the Bank
The purposes of the Bank are -
(a) to develop and maintain a secondary market for residential mort- . .
gages in the member territories;
(b) to contribute to the ~nobilisation and allocation of long-term savings
for invesunent in housing;
(c) lo support h e devclopme~~t of a system of housing finance and
provide leadership in the housing and ho~ne finance industry;
(d) to prolnote the growth arid development of rhc money and capital
market:
( ) 10 improve uliderwriting practices and efficiency in processing
mortgages iuid to promote services and benelirs related to such
mortpapes.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 9 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
Article 5
Powers of the Bank
For the attainment of its purposes the Bank may -
(a) borrow money and mortgage or charge its undertaking, property or
unpaid capital or any part thereof and issue bonds, debentures, deben-
ture stock and other securities, mortgage participation certificates or
other pass through securities or any derivatives thereof, whether as
security for any debt, liability or obligation of the Bank or of any third
party or otherwise;
(b) buy and sell mortgage loans on residential properties;
(c) appoint other institutions as its trustees on such terms and conditions as
it may deem fit;
(d) secure the fulfillment of any contracts or engagements entered into by
it, by mortgage or charge of all or any of its property or its unpaid capital
for the time being in such a manner as it may deem fit;
(e) approve on the part of any shareholder on such terms and conditions as
are agreed a transfer of all or any part of its shares but always subject
to the provisions of this Agreement;
(fJ institute, conduct, defend, compoundor abandon any legal proceedings
by or against it or its officers or otherwise concerning its affairs and also
compound or allow time for payment or satisfaction of any debts due
and of any claims or demands by or against it;
(g) ~nakeandgive receipts, releaseaandorherdischarges forrnoneyspayable
to it and for clairns made against it;
1 ) invest any part ofitsmoneys insecuritics(othcrthan sl~aresof h e Bank),
negotiate contracts and do such acts in the name and on behalf of the
Balk as it inay consider cxpcdialt li)r or in relation to any of its
purpscs;
( i ) appoint persons lo bc it\ attorneys or agents with such powers, including
power to delegate and to appear before all proper authorities and make
all necessary declarations, to enable iL\ operations and business to be
validly carried on;
ANTIGUA 10 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
(j) doall such other things as are incidental to the attainment of its purposes.
Article 6
Place of ofnce and establishment of branches
(1) The Bank shall have its principal office in one of the member territories as
the Council may by majority vote determine.
(2) The Bank may establish branches or agencies and may appoint agents and
correspondents in any member territory and elsewhere.
Article 7
Address and service of documents
(1) The Bank shall at all times have a fmed address for the service of documents
on the Bank in one of the member temtories and that address and the address of
branches or agencies of the Bank shallbe registered with the Registrar of Companies
in that member temtory .
(2) All documents to be served on the Bank may be served by leaving the same
at or by sending the same by registered post to the address of the Bank registered
under paragraph (1).
Article 8
Protection of persons dealing with directors and agents
(1) A person who deals with the directors or the General Manager of the Bank
shall not be affected by any irregularity of procedure in connection with the
authorisation of the uansaction by ageneral meeting or other meeting of sharehold-
ers of the Bank, or by the directors or any committee of directors, or by the non-
fulfillment of any condition imposed by this Agreement in connection with the
transaction.
(2) A person who deals with another person who is held out by the directors as
having authority to act on the Bank's behalf in connection with any transaction may
treat the Bank as bound by the acts of that other person done within his apparent
authority even though he has not been authorized by the Bank to do those acts on
its behalf so long as that person has no knowledge whether actual or constructive,
that that other person has not been so authorized by the Bank.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 11 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
(3) This article does not entitle any person to recover a debt from the Bank or to
enforce an obligation or liability against it or to treat any obligation as binding on
it, if in connection with the same matter that person is guilty of a fraud upon the Bank
or has participated or acquiesce in a fraud committed on the Bank.
Article 9
Custody and use of common Seal
(1) Subject to article 10 the Bank shall have a common Seal.
(2) The diiectors shall provide for the safe custody of the common seal of the
Bank.
(3) The common seal of the Bank shall be affixed to instruments pursuant to a
resolution of the Board and by and in the presence of -
(a) the Chairman or, in his absence the Deputy Chairman; and
(b) one other director or the Secretary.
(4) Subject to article 10, all documents made by the Bank other than those
requited by law to be under Seal and all decisions of the Bankmay be signified under
the hand of the Chairman, the Deputy Chairman or the Secretary.
Article 10
Official Seal
(1) The Bank shall have an official seal, which shall be a facsimile of its common
seal, for use in any member territory other than where the principal office of the Bank
is situated, with the addition on its face of the name of every member territory where
it is to be used.
(2) The official seal when duly affixed to a document has the same effect as the
common seal of the Bank.
(3) The Bank may by writing under its common seal, authorise any person
appointed for the purpose in a member territory to affm the official seal to any deed
or other document to which the Bank is a party in that member territory.
(4) The person affixing the official seal shall certify in writing the date on which
and the place at which it is affixed.
A~TIGUA 12 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
Article 11
Management of the Bank
The business of the Bank shall be managed and the functions of the Bank shall
be performed by the Board.
Article 12
Appointment of General Manager
(1) The Board may from time to time appoint a General Manager of the Bank at
such remuneration and on such terms and conditions as the Board may determine.
(2) The General Manager shall be the Chief Executive Officer of the Bank and
shall be responsible to the Board for -
(a) the day to day administration of the affairs of the Bank; and
(b) the provision of technical advice and guidance in matters of policy.
Article 13
Composition of Board of Directors
(1) Subject to paragraph (2) of this article and paragraph (1) of article 14the Board
shall consist of seven directors as follows -
(a) one director appointed by the Class A shareholder;
(b) one director appointed by the Class B shareholder;
(c) two directors appointed by the Class C shareholder;
(d) one director appointed by the Class D shareholder;
(e) one director appointed by the Class E shareholder; and
Cf) one director appointed by the Class F shareholder.
(2) Where the International Finance Corporation ceases to be a shareholder the
Board shall consist of six directors as set out at subparagraphs (a) to (d) and fl of
paragraph (1) of this article.
No. of 1995. The Eastern Caribbean Home Mortgage 13 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
Article 14
Appointment and terms of office of the
fmt Board of Directors
(1) Save for the directors appointed by the Class E and F shareholders
respectively, the members of the First Board shall be appointed by the Governor of
the Central Bank after consultation with the Council and the Class A, Class B, Class
C and Class D shareholders respectively.
(2) The directors of the first Board other than the directors appointed by the Class
E and F shareholders shall hold office until the first annual general meeting.
(3) Directors appointed by the Class E and F shareholders whether as members
of the first Board or otherwise hold office for the term specified in their instrument
of appointment or until there is no longer a ClassE or F shareholder, whichever first
occurs.
Article 15
Term of office of Directors
(1) A director holds office for two years and shall be eligible for re-appointment.
(2) A vacancy in the Board shall be filled by the Class of shareholders which
appointed the shareholders to be replaced.
(3) A director appointed to fill a vacancy holds office for the unexpired term of
his predecessor.
Article 16
,Alternate directors
(1) The shareholders of the Bank [nay appoint alternate directors in the same
lnariner as the appoi~itmerit of directors.
(2) A person appointed alternate director shall perform as adirector in the absence
of the director to whom he is alternate.
(3) The pnnlisions ot' this Agree~nent as they apply to directors apply also to
alternate directors.
ANTIGUA 14 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
Article 17
Disqualification
A person is disqualified from being appointed or from holding office as a director
where he -
(a) has been adjudged insolvent or has suspended payment to or com-
pounded with his creditors;
(b) is of unsound mind and has been so found by a tribunal in one of the
member territories or elsewhere;
(c) is debarred from practicing his profession on account of any act
involving dishonesty;
(d) has been convicted of an offence and sentenced to a term of imprison-
ment in excess of six months;
(e) has been convicted of any offence involving dishonesty;
If) ceases to be a director by virtue of any provision of this Agreement; or
(g) is prohibited from being a director by reason of any order made under
any law.
Article 18
Vacation of office of Directors
(1) Where a director -
(a) dies;
(b) by writing under his hand addressed to the Chairman resigns;
(c) becomes disqualified under article 17 from being a director; or
(d) is found by two-thirds of all of the members of the Board to be unable
to discharge the functions thereof (whether arising from infumity of
mind or body or any other cause) or for misbehaviour, serious neglect,
or misconduct in office;
his place on the Board thereupon becomes vacant.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 15 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
(2) The Chairman may resign from the Board by writing under his hand addressed
to the Secretary of the Board.
Article 19
Chairman and Deputy Chairman
(1) The directors of the first Board shall at their fmt meeting elect from among
their number a Chairman and a Deputy Chairman.
(2) The directors shall elect annually immediately after the annual general
meeting from among their number a Chairman and a Deputy Chairman.
(3) Subject to paragraphs (4) and (5) of this article the Chairman shall preside at
all meetings of the Board and shall have an original and a casting vote.
(4) In the absence of the Chainnan, the Deputy Chairman shall preside and
perform the functions of chairman of the meeting.
(5) In the absence of both the Chairman and the Deputy Chairman, the directors
present shall elect one of their number to preside and perform the functions of
chairman of the meeting.
Article 20
.Appointment of Directors to be notified in the Gazette
The appointment of any person as Chairman, Deputy Chairman, director or
alternate director and the termination of any such appointment shall be published
in the official Gazette in the mernber territory where the principal office of the Bank
is located or notified to the public in the member territories in such other manner as
the Board may determine.
Article 21
Meetings of the Board
(1) The Board shall meet not less than dnce every three months and meetings shall
be held at such time and place and on such days as the Board may determine.
(2) The Chairman may at any time summon a special meeting of the Board and
shall summon such a meeting within seven days of the receipt of a requisition for
that purpose addressed to him by any three directors.
ANTIGUA 16 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
(3) Where there is a Class E shareholder, five directors constitute a quorum but
otherwise four directors constitute a quorum.
(4) A quorum shall include directors representing at least three different classes
of shareholders.
(5) Unless otherwise specified decisions of the Board shall be made by amajority
of the votes of the members present.
(6) Notwithstanding the provisions of paragraph (5) of this article, decisions may
also be made by the Board otherwise than in meeting convened upon circulation of
the relevant papers among members of the Board. Members of the Board may
signify their opinion on the matter or question in writing, by cable, by facsimile or
by telephone. If in any such case a difference of opinion arises among the members
of the Board or any member of the Board so requires, the matter or question shall
be reserved for discussion at a meeting of the Board.
(7) Decisions made under paragraph (6) of this article shall be brought up for
noting at the next meeting of the Board.
(8) The Board may regulate its own procedure at meetings.
Article 22
Executive Committee
(I) The Board may appoint an Executive Committee of the Board consisting of
not less than three directors, drawn from three different classes of shareholders, the
General Manager and the financial officer of the Bank, to supervise asset and liability
management and examine and approve financial commitments in accordance with
the regulations and policies established by the Board.
(2) The Executive Committee shall perform such other functions as are assigned
to it by the Board.
(3) The Executive Committee shall elect one of their number, other than the
General Manager or financial officer, as Chairman and the person so elected shall
have an original and casting vote.
(4) The Executive Committee shall meet at least once in each month.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 17 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
Article 23
Accounts
(1) The shareholders shall at each annual general meeting appoint an auditor to
hold office from the conclusion of the meeting until the conclusion of thenext annual
general meeting.
(2) The accounts of all transactions of the Bank shall be audited by the auditor.
PART IV
PROCEDURE
Article 24
Annual General Meeting
(1) A general meeting of shareholders (herein called an "annual general
meeting") shall be summoned by the Board each year.
(2) Not less than fourteen days' notice in writing of the annual general meeting
shall be given to the shareholders, directors and auditor of the Bark; in addition
notice of the meeting shall specify the time, date and place of the meeting and shall
be published in at least one newspaper which is in circulation in each of the member
territories.
(3) Subject to paragraph (4) of this article the Chairman of the Board shall preside
at the annual general meeting and in his absence the Deputy Chairman shall preside.
(4) In the absence of both the Chairman and the Deputy Chairman of the Board,
the directors present shall appoint a Chairman from one of their number present to
preside at the annual general meeting.
(5) The quorum for an annual general meeting is one shareholder of each class
or proxy of each class.
(6) If the quorum is present at the opening of a meeting of shareholders, the
shareholders may proceed with the business of the meeting, notwithstanding that a
quorum is not present throughout the meeting.
(7) If a quorum is not present within thirty minutes of the time appointed for a
meeting of shareholders, the meeting stands adjourned to the same day one week
ANTIGUA 18 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
thereafter, at the same time and place; and if at the adjourned meeting a quorum is
not present within thirty minutes of the appointedtime, the shareholders present shall
constitute a quorum.
(8) The Board shall present to the annual general meeting -
(a) a recommendation relating to the payment or non-payment of divi-
dends, appointment and remuneration of directors and auditors and any
other matters which the Board considers necessary;
(b) a comprehensive statement of its affairs including profit and loss
accounts and balance sheets duly audited,
(c) particulars relating to the activities of the Bank during the previous year.
Article 25
Financial year
(I) The financial year of the Bank shall begin on the first day of April and end
on the thirty-first day of March in the following year. Provided that the first financial
year of the Bank
may begin on aday after the first day of Aprilandendon the thirty-first day of March
next following.
(2) The report of the auditor shall be presented to the Board within four months
of the end of the financial year.
Article 26
Special General Meeting
(1) TheBoardrnay at any time summon a special general meeting of shareholders
after giving not less than fourteen clear days notice of the meeting.
(2) Shareholders holding at least fifty percent equity in the Bankmay requisition
a special general meeting of shareholders by forwarding a written request to the
Secretary indicating the business to be conducted at the meeting, whereupon the
Secretary shall give notice of the meeting in accordance with paragraph (3) of this
article.
(3) The notice of the meeting shall state the business to be conducted at the
~neeting and no other busi~less other than that stated in the notice may be dealt with
at that meeting.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 19 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
Article 27
Diiectors to declare interest
(1) A director who is in any way interested, whether directly or indirectly, in a
contract orproposedcontract with the Bank or whosematerial interest in acompany,
partnership, undertaking or other business is likely to be affected by a decision of
the Board shall disclose the nature of his interest at the first meeting of the Board
at which he is present after the relevant facts come to his knowledge.
(2) A disclosure under paragraph (1) of this a r t s
of the meeting and after the disclosure the director making it shall not vote on the
matter and, unless the Board otherwise directs, shall not be present or take part in
the proce
edi
ngs of any meeting at which the matter is being discussed or decided by
the Board.
(3) A Director shall be treated as having an indirect interest in a contract or
proposed contract with the Bank in any matter with which the Bank is concerned if
he is a director, shareholder, agent or employee of the company or under
taki
ng that
is a party to the contract or proposed contract with the Bank or where his spouse,
parent, child, brother or sister or the parent, child, brother or sister of his spouse holds
an interest in that company or undertaking.
(4) For the purpose of this article, ageneral notice given to the Board by adirector
to the effect that he is a member of or otherwise associated with a spec
ifi
ed company
or undertaking and is to be regarded as interested in any contract which may after
the date of the notice, be made with that company or undertaking shall be deemed
to be a sufficient declaration of interest in relation to any contract so made.
Article 28
Staff of the Bank
(1) The Board may appoint on such terms and conditions as it thinks fit such
officers and employees as may be required for the due and efficient performance by
the Bank of its functions under this Agreement.
(2) There may be established by the Bank a pension scheme for the benefit of its
otEcers and employees.
ANTIGUA 20 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
PART V
SHARES
Article 29
Capital structure of the Bank
(1) Subject to article 30, the authorized capital of the Bank is forty million dollars
divided into four hundred thousand shares of one hundred dollars each, in the
following classes -
(a) one hundred thousand Class A shares which may be issued only to the
Central Bank;
(b) sixty thousandclass B shares out of which forty thousandmay be issued
only to the Social Security Scheme or National Insurance Board and
twenty thousand to any Government owned or controlled commercial
bank;
(c) eighty thousand Class C shares which may be issuedonly tocommercial
banks, other than a Government owned or controlled commercial bank,
(d) forty thousand Class D shares which may be issued only to insurance
companies and credit institutions;
(e) forty thousand Class E shares which may be issued only to the
International Finance Corporation; and
If) eighty thousand Class F shares which may be issued only to the Home
Mortgage Bank of Trinidad and Tobago.
(2) Subject to paragraph 3 of this article the initial capital offered for subscription
shall not exceed twenty million dollars and shall be paid up by the several classes
of shareholders in a series of the following three tranches or in such other proportions
as the Board may direct -
(a) The firsttranche shall be fifty percent of the total initial capital referred
to in paragraph (2) of this article and shall subject to this paragraph, be
offered for subscription and paid up, by the several classes of sharehold-
ers in the followi~~g manner:
(i) twenty live tllousand Class A shares or two and a half million
dollars by Class A shareholder;
No. 6 of 1995. The Eastern Caribbean Home Mortgage 21 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
(ii) fifteen thousand Class B shares or one and a half million dollars
by Class B shareholder;
(iii) twenty thousand Class C share or two million dollars by Class C
shareholder;
(iv) ten thousand Class D shares or one million dollars by Class D
shareholder;
(v) ten thousand Class E shares or one million dollars by Class E
shareholder; and
(vi) twenty thousand Class F shares or two million dollars by Class F
shareholder.
(b) The secondand third tranches or the remaining fifty percent of the initial
capital referred to in this article shall be offered for subscriptionand paid
up after the third year of operation of the Bank in such proportions as
may be determined by the Board except that the same shall be issued in
the same relative proportions as the first tranche.
(3) The shares of the Bank for the time being unissued shall be at the disposal of
the directors, who, for a period of five years from the date of the adoption of this
article, may allot them to such classof shareholders in the member territories, at such
time and on such terms as they may think fit, subject nevertheless to any provision
as to the issue of such shares under this Agreement or to any decision taken by an
ordinary resolution of the Board.
(4) Any share issued or purchased in accordance with paragraph (2) of this article,
shall be issued orpurchasedat a fair market price at the date of such issue or purchase.
(5) Any share issued or purchased under this Agreement, except shares uans-
ferred under paragraph 7 of article 3 1 shall, in addition to any other rights attached
to the respective shares under this Agreement, also be deemed to have the rights of
ordinary shares.
Article 30
Increase of authorized capital
(1) The Bank rnay increase its authorized share capital by the creation of new
shares as may be considered expedient.
(2) An increase of authorized capital may be effected only in general meeting
of shareholders upon the passi~~g of an appropriate resolution.
ANTIGUA 22 The Easrern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
(3) Within twenty-eight days of passing of the resolution referred to in paragraph
(2) of this article, the Bank shall give notice of the increase to the Registrar and shall
forward to the Registrar a printed copy of the resolution authorising the increase.
(4) Notice of the increase shall contain particulars of classes of shares to be
affected and the conditions, if any, subject to which new shares are to be issued.
Article 31
Transfer of shares
(1) Subject to this article, all shares in the Bank are transferable.
(2) Class A shares are transferable to Class B, Class C or Class D shareholder or
to a company or institution qualified to be a Class B, Class C or Class D shareholder.
(3) Class B shares are transferable to a Class A, Class B, Class C or Class D
shareholder or to a company or inslitution qualified to be a Class A, Class B, Class
C or Class D shareholder.
(4) Class C shares are transferable only to Class C or Class D shareholder or to
a company or institution qualified to be a Class C or Class D shareholder.
(5) Class D shares are transferable only to Class C or Class D shareholder or to
a company or institution qualified to be a Class C or Class D shareholder.
(6) Class E and F shares are transferable to Class C or Class D shareholder or to
a company or institution qualified to be a Class C or D shareholder.
(7) Class E and F shares and such other shares as may be determined by the
Council are transferable to non-government related companies or institutions or to
other private sector investors and where these shares are transferred to other private
sector investors, these investors shall become ordinary shareholders.
Article 32
Details of transfer to be entered in register
Where shares are transferred the transferee shall forward the share certificate to
the Board together with information relating to the transfer and the Board shall
amend the certificate accordingly or issue anew certificate and cause particulars of
the transfer to be recorded in the register.
No. 6 of 1995. The Eastern Caribbean Home Mortgage 23 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
PART VI
MISCELLANEOUS
Article 33
Interest on bonds tax exempt
(1) Subject to paragraph (2), the Bank may issue bonds up to a maximum
aggregate capital value of two hundred and fifty million dollars and the interest
payable on the bonds is exempt from income tax and any other tax including
unemployment levy.
(2) The Board, on the advice of the Council, may vary the maximum aggregate
capital value of the bonds.
Article 34
Regulations
The Board may after approval of the Council, make Regulations generally to give
effect to the Agreement.
Article 35
Amendments
An Amendment to the Agreement may be proposed to the Council by the Board
or by a shareholder of any class and shall be effective when it is agreed to by the
members of the Council.
Article 36
Disputes
(1) Any dispute between the participating Governments concerning this Agree-
ment or between the Bank and a participating Government, shall be submitted to
arbitration by a tribunal of arbitrators appointed pursuant to paragraph (2) of this
article.
(2) (a) If the dispute is between only two parties, each shall be entitled to
appoint one arbitrator, and the two parties shall together appoint a third
arbitrator, who shall be the Chairman of the tribunal,
ANTIGUA 24 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
(b) If the dispute is between three or more parties, each party shall be
entitled to appoint one arbitrator and all the parties shall together
appoint an additional arbitrator, who shall be the Chairman of the
tribunal.
(3) If, within thirty days of receipt of the request for arbitration, any party has not
appointed an arbitrator or if within thirty days of the appointment of the arbitrators
the parties have not appointed the third arbitrator or, as the case may be, the
additional arbitrator, any party to the dispute may request the Chief Justice of the
Eastern Caribbean States Supreme Court, or such other person or authority as may
be prescribed by the Council to make the required appointment.
(4) The procedure of the tribunal shall be fixed by the arbitrators, but the
Chairman of the tribunal shall have full power to settle all questions of procedure
in any case of disagreement with respect thereto.
(5) A majority vote of the arbitrators shall be sufficient to reach a decision which
shall be final and binding upon the parties.
(6) The Chairman of the tribunal shall be entitled to vote, and in the event of a
tie, the Chairman shall have a casting vote.
Article 37
Withdrawal
(1) A participating Government may withdraw from the Bank by giving written
notice of its intention to do so simultaneously to the Chairman of the Council and
to the Bark. The Bank shall promptly notify the other participating Governments.
The withdrawal shall take effect twelve months after the notice is received by the
Bank: Provided that at any time before the withdrawal becomes finally effective,
the participating Government may nolify the Bank in writing of the cancellation of
its notice of intention to withdraw.
(2) After withdrawal, a participating Government shall remain liable for direct
and contingent obligations to the Bank which it had incurred or to which it was
subject up to the date of withdrawal from the Bank but shall not incur any liability
for obligationsresulting from operationsof the Bank effectedafterthat date and shall
cease to participate in the profits or losses of the Bank thereafter.
Article 38
Signatories
This Agreement shall be open for signature by any participating Government.
No. 6 of 1995. The Easrern Caribbean Home Mortgage 25 ANTIGUA
Bank Agreement Act, 1995. AND
BARBUDA
Article 39
Ratification
This Agreement shall be subject to ratification by the signatory participating
Governments in accordance with their respective constitutional procedures. Instru-
ments of Ratification shall be deposited with the Director General of the Organiza-
tion of the Eastern Caribbean States who shalI transmit certified copies to each
participating Govemment.
Article 40
Entry into force
This Agreement shall enter into force upon the deposit of five instruments of
Ratification and participating Governments undertake to take all steps necessary for
the implementation of this Agreement.
IN WITNESS WHEREOF the representatives of the participating Govern-
ments being duly authorized in their behalf, have signed this Agreement.
DONE AT Castries, St. Lucia this 27th day of May, 1994.
Sgd. Victor F. Banks,
For the Government of Anguilla.
Sgd. Lester Bird,
For the Government of Antigua and Barbuda.
Sgd. M. Eugenia Charles,
For the Government of the Commonwealth of Dominica.
Sgd. George I . Brizan,
For the Government of Grenada.
S,@. Reuben T. Meade,
For the Governme~t of Montserdt.
i . Kennedy A. Simmonds,
For the Government of St. Christopher and Nevis.
Sgd. John C. M. Compton,
For the Government of Saint Lucia.
ANTIGUA 26 The Eastern Caribbean Home Mortgage No. 6 of 1995.
AND Bank Agreement Act, 1995.
BARBUDA
Sgd. James F. Mitchell,
For the Government of Saint Vincent and the Grenadines.
Passed the House of Representatives Passed the Senate this 23rd day of
this 9th day of May, 1995. May, 1995.
B. Harris,
Speaker.
M. Percival,
President.
S. Walker, S. Walker,
Clerk to the House of Representatives. Clerk to the Senate.
Printed at the Government Printing Office, Antigua and Barbuda,
by Rupert Charity, Government Printer
- By Authority, 1995.
800-6.95 [Price $9.601
