L.R.O. 1/2012
LAWS OF GUYANA
CARIBBEAN FOOD CORPORATION ACT
CHAPTER 18:09
Act
13 of 1977
1 – 34 ... 1/2012 (inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.
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CHAPTER 18:09
CARIBBEAN FOOD CORPORATION ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Financial provisions.
4. Certain provisions of the Agreement to have the force of law in
Guyana.
5. Certificate of Minister conclusive as to contents.
6. Amendment of the Schedule.
SCHEDULE — Agreement establishing the Caribbean Food
Corporation.
__________________________
13 of 1977 An Act to enable the implementation by Guyana of the
Agreement for the establishment of the Caribbean Food
Corporation.
[30TH JUNE, 1977]
Short title.

Interpretation.
Schedule.
1. This Act may be cited as the Caribbean Food
Corporation Act.
2. (1) In this Act—
“Agreement” means the Agreement establishing the
Caribbean Food Corporation set out in the Schedule;
“Corporation” means the Caribbean Food Corporation
established by the Agreement;
“Minister” means the Minister responsible for Agriculture.

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Financial
provisions.

Certain
provisions of
the Agreement
to have the
force of law in
Guyana.

Certificate of
Minister
conclusive as
to contents.

Amendment of
the Schedule.
(2) The reference in Article 31 of the Agreement to
the effect that the Corporation shall possess full juridical
personality shall be construed as meaning that the
Corporation is a body corporate.
3. (1) All sums required to be paid by the Government
for the purpose of meeting the obligations of Guyana under
the Agreement are charged on the Consolidated Fund.
(2) Any sums received by the Government from
the Corporation shall be paid into the Consolidated Fund.
4. Articles 32, 33 and 34 of the Agreement shall have
the force of law in Guyana.
5. If in any proceedings a question arises as to the
entitlement of the Corporation or any other person to any
immunities or privileges under the Agreement, a certificate
issued by or under the authority of the Minister to the effect
that the Corporation or other person is or is not entitled shall
be conclusive evidence of the fact.
6. (1) Where Guyana becomes a party to any
agreement to amend the Agreement, the Minister may, by
order, amend the Schedule by including therein the
amendment.
(2) An order made under subsection (1) may
contain such consequential, supplemental or ancillary
provisions (including provisions amending this Act) as
appear to the Minister to be necessary or expedient for the
purpose of giving due effect to the amendment of the
Agreement as mentioned aforesaid.
(3) Where the Agreement in the Schedule is
amended pursuant to this section any reference in this Act or Schedule
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s. 2(1)
any other instrument to the Agreement shall, unless the
context otherwise requires, be construed as a reference to the
Agreement as so amended.
(4) Every order made under this section shall be
subject to negative resolution of the National Assembly.
____________
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
rationalisation 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;
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
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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 replacement 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
Caribbean Food Corporation having the objectives,
membership and powers hereinafter specified.
Article 2
Interpretation and Application
1. In this Agreement unless the context otherwise
requires—
“agricultural production” includes the production of fish and
meat;
“Common Market” means the Caribbean Common Market
established by the Annex to the Treaty; “Corporation” means the Caribbean Food Corporation
established by Article 1;
of the Corporation;
“dollar” means a dollar in the territory of the principal office
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“financial year” means the period January 1 to December 31,
unless the Board of Directors otherwise determines;
“Less Developed Countries” or “LDCs” has the same
meaning as in Article 3 of the Treaty;
“Member Country” means any Country which signs or
accepts or accedes to this Agreement;
“More Developed Countries” or “MDCs” has the same
meaning as in Article 3 of the Treaty;
“Region” means the States comprising the membership of the
Common Market;
“Secretary-General” means the Secretary-General of the
Caribbean Community established by the Treaty;
“Treaty” means the Treaty Establishing the Caribbean
Community done at Chaguaramas on the 4th July, 1973.
2. Any question of interpretation or application of the
provisions 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 foregoing, the following—
(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
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national agencies;
(b) mobilising funds, technical and managerial
skills from within and without the Region to
promote, finance and implement
agricultural production schemes;
(c) organizing and facilitating the bulk
purchase of agricultural inputs, as well as
the marketing and other services 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;

(b) 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 Corporation in accordance with Article 40 of this
Agreement.

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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 Corporation in accordance with Article 41 of
this Agreement.

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
government authority;
(c) to sell, lease or otherwise dispose of the
undertaking, property, assets, rights and effects of
the Corporation or any part thereof for such
consideration, if any, as it thinks fit;
(d) to finance or assist in financing the sale of
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equipment, machinery, vehicles, commodities or
any other tangible personal property by way of
purchase and resale, leasing, hire-purchase,
deferred payment or any other similar transaction
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;
(f) to amalgamate, enter into any partnership or
any arrangement for sharing profits, union of
interests, cooperation, 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;
(g) to form, promote, finance and assist companies, co-
operatives and partnership;
(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, cooperative or
association, and while such owner to exercise all
the rights of ownership including the right to vote;
(i) to do all or any of the above things within or
without the Region and either as principal, agent,
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trustee or otherwise and either alone or in
conjunction with others and either by or through
agents, trustees or otherwise;
(j) 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 construed in as wide a sense as
if each of the said paragraphs defined the powers of a
separate, distinct and independent company.

CHAPTER II
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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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 & Tobago— 1,250,000
Belize — 100,000
LDCs — 100,000
(other than Belize)

3. In respect of the shares alloted 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 alloted.
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
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Country shall not be liable, by reason only of its membership,
for obligations 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
Corporation 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 such
amounts and within such time as the Board of Directors may
determine provided that the amount required to be paid by a
Member Country 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 Government 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 Countries 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.
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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—
“ordinary capital resources” includes—
(i) issued share capital of the Corporation
alloted pursuant to Article 7;
(ii) income derived from the aforementioned
funds;
(iii) any other funds or income received by
the Corporation;
“loan capital resources” means funds borrowed by the
Corporation for the purpose of meeting any of its
obligations or discharging any of its functions.

CHAPTER III
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:

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(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
subsidiaries;
(b) enter into joint enterprises with national
governments, government agencies and
statutory bodies;
(c) utilise where appropriate the services of the
Caribbean Investment Corporation, the
Caribbean Development Bank, the
Caribbean Agricultural Research and
Development 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
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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.
2. The investment programmes shall take into account
the priority areas of activity as determined by the Board of
Governors 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 statement 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
Corporation 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
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annual general meeting or from time to time, borrow such
sums as the Corporation may acquire for meeting its
obligations or discharging its functions.
Article 15
Guarantee of Loans
Any Member Country or group of Member Countries
may agree jointly or severally to guarantee any borrowing of
the Corporation authorised under Article 14 of this
Agreement.
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 Country shall be deemed to be in arrears and shall
forfeit its right to participate on the Board of Governors.

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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 contemplation of that paragraph have that 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
Corporation and to give general policy directions to the Board
of Directors.

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 authorized capital of the
Corporation;
(c) decide on questions regarding the
interpretation or application of this
Agreement;

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(d) determine the fees of the directors and their
alternates;
(e) approve the investment programme and
annual budget of the Corporation;
(f) 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
Agreement, 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 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
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for obtaining a vote on a specified question without calling a
meeting.
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 Managing 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 Corporation 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 Directors 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
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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.
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 sit as Chairman
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.

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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 Country 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 or
the WISA Council of Ministers to appoint Directors as
provided for in paragraph 2 of this Article.
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

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1. The business of the Board of Directors shall be
transacted 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
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 organization,
appointment and dismissal of the staff.
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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 authorized person.
4. The Corporation may establish agencies or branch
offices elsewhere.
CHAPTER VI
ALLOCATION OF NET INCOME
Article 25
Allocation of Net Income
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 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.

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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.
3. Payments of the net income under paragraph 1 of
this Article shal1 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 this 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 Corporation 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
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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 Corporation are terminated pursuant to Article 28, all
rights of that Member Country shall be determined in
accordance with Articles 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.
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 Governors 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 realisation, 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 distribution 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.

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2. Any distribution of the assets of the Corporation 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 Governors 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
purposes and carry out the functions entrusted to it, the
status, immunities, exemptions and privileges set forth in this
Chapter shall be accorded to the Corporation in the territory
of each Member Country.
Article 31
Legal Status
1. The Corporation shall possess full juridical
personality and, in particular, full capacity—
(a) to contract;
(b) to acquire and dispose of immovable and
movable property; and
(c) to institute legal proceedings.

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2. The Corporation may co-operate with national or
international 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
To the extent necessary to carry out their purposes and
functions effectively and subject to the provisions of this
Agreement, the Corporation, its wholly-owned subsidiaries
and joint enterprises 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
on within the Region.
Article 33
Immunities and Privileges of the Corporation
Personnel
All Members of the Board of Governors, Directors,
alternates, senior employees of, and experts performing
missions in connection with, the Corporation, its subsidiaries
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 requirements and
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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 shall 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 treatment than that accorded any
enterprise operating in the Member
Country;
(c) to apply quantitative restrictions in such
favourable manner where appropriate,
to enable the Corporation, its subsidiaries and affiliates more
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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
Corporation and any Member Country after the adoption of a
resolution to terminate the operations of the Corporation,
such dispute shall be submitted to arbitration by a tribunal of
three arbitrators. 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
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such legislation 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
Agreement 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.

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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
Corporation 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 Instrument 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.
Article 41
Admission of Associate Members, etc.
The Board of Governors may in its discretion and upon
such terms and conditions, as it deems fit, admit to
membership of the Corporation any Country to which
paragraph 4 of Article 4 applies.
Article 42
Inaugural Meeting
1. As soon as possible after this Agreement enters into
force, the Secretary-General shall convene the inaugural
meeting of the Board of Directors.
2. Within thirty days of the holding of the inaugural
meeting in accordance with paragraph 1 of this Article, the
Secretary-General shall call a special meeting of the Board of
Governors, if he or the Board of Directors or the Board of
Governors thinks it necessary.
IN WITNESS whereof, the undersigned plenipotentiaries,
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being duly authorized thereto by their respective
Governments, have affixed their signatures to this
Agreement.
DONE at Georgetown, this 18 day of August, One
Thousand Nine Hundred and Seventy Six in a single copy
which shall be deposited with the Caribbean Community
Secretariat which shall transfer certified copies to all the
Contracting States.

Signed by J. E. St. Luce, Minister of Agriculture and Supply
For the Government of Antigua on 27th August, 1976 at St.
John’s, Antigua.
Signed by
For the Government of Barbados on at
Signed by Florencio Marin, Minister of Agriculture
For the Government of Belize on 24th August, 1976 at
Belmopan, Belize, C.A.
Signed by Oliver Seraphin, Minister of Agriculture
For the Government of Dominica on 31st August, 1976 at
Roseau, Dominica.
Signed by O. A. Raeburn, Minister of Agriculture
For the Government of Grenada on 3rd September, 1976 at St.
Patrick, Grenada.
Signed by Gavin 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 Montserrat on at
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Signed by Robert L. Bradshaw, Premier
For the Government of St. Kitts-Nevis-Anguilla 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.
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
(ii) Barbados
(iii) Belize
(iv) Dominica
(v) Grenada
(vi) Guyana
(vii) Jamaica
(viii) Montserrat
(ix) St. Kitts-Nevis-Anguilla
(x) St. Lucia
(xi) St. Vincent
(xii) Trinidad and Tobago
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