Chapter 74:12 - Inter-American Co-op. Investment

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L.R.O. 1/ 2012
LAWS OF GUYANA
INTER-AMERICAN INVESTMENT CORPORATION ACT
CHAPTER 74:12
Act
5 of 1992






1 – 40 ... 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 74:12
INTER-AMERICAN INVESTMENT CORPORATION ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Approval of acceptance of the Agreement.
4. Financial provisions relating to membership of the Corporation.
5. Certain provisions of the Agreement given the force of law in
Guyana.
6. Power of the Minister to make orders.
7. Amendment of the First Schedule and matters consequential
thereon.
SCHEDULE
__________________________
5 of 1992 An Act to provide for the membership of Guyana in the
Inter- American Investment Corporation.
[18TH APRIL, 1992]
Short title.
Interpretation.
1. This Act may be cited as the Inter-American
Investment Corporation Act.
2. In this Act—
“the Agreement” means the Agreement establishing the Inter-
American Investment Corporation, the original of which
is deposited in the archives of the Organisation of
American States and of which the text of the Articles as
amended at the time of the enactment of this Act, is set
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Schedule.

Approval of
acceptance of
the Agreement.
Financial
provisions
relating to
membership of
the
Corporation.
.
Certain
provisions of
the Agreement
given the force
of law in
Guyana.
Power of the
Minister to
make orders.
Amendment of
the Schedule
and matters
consequential
thereon.
out in the schedule;
“Corporation” means the Inter-American Investment
Corporation established under the Agreement;
3. Acceptance by the Government of the Agreement
is hereby approved.
4. (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 Bank in respect of Guyana
under the Agreement.
(2) Any sums received by the Government from
the Bank on account of Guyana’s subscription to the capital
stock of the Bank shall be paid into the Consolidated Fund.
(3) The Bank of Guyana shall act as a depository
for the holding of the currency of Guyana and other assets of
the Bank.
5. The provisions of sections 2 to 9 (inclusive) of
Article XI of the Agreement (which relate to the status,
immunities and privileges to be accorded to the Bank shall
have the force of law in Guyana.
6. The Minister may by order make such provisions
as may be necessary for carrying into effect any of the
provisions of the Agreement.
7. (1) Where any amendment to the Agreement is
accepted by the Government, the Minister may by order
amend the First Schedule by including therein the
amendment 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
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s. 2
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
subject to negative resolution of the National Assembly.
(4) Where the First 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.
__________________
SCHEDULE
AGREEMENT ESTABLISHING
THE INTER-AMERICAN INVESTMENT CORPORATION
The countries on whose behalf this Agreement is
signed agree to create the Inter-American Investment
Corporation, which shall operate in accordance with the
following provisions:
ARTICLE I
PURPOSE AND FUNCTIONS
Section 1. Purpose
The Purpose of the Corporation shall be to promote
the economic development of its regional developing
member countries by encouraging the establishment,
expansion, and modernization of private enterprises,
preferably those that are small and medium-scale, in such a
way as to supplement the activities of the Inter-American
Development Bank (hereinafter referred to as “the Bank”).
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Enterprises with partial share participation by
government or other public entities, whose activities
strengthen the private sector of the economy, are eligible for
financing by the Corporation.
Section 2. Functions
In order to accomplish its purpose, the Corporation
shall undertake the following functions in support of the
enterprises referred to in Section 1:
(a) Assist, alone or in association with other lenders or
investors, in the financing of the establishment,
expansion and modernization of enterprises,
utilizing such instruments and/or mechanisms
as the Corporation deems appropriate in each
instance;
(b) Facilitate their access to private and public capital,
domestic and foreign, and to technical and
managerial know-how;
(c) Stimulate the development of investment
opportunities conducive to the flow of private and
public capital, domestic and foreign, into
investments in the member countries;
(d) Take in each case the proper and necessary
measures for their financing, bearing in mind their
needs and principles based on prudent
administration of the resources of the Corporation;
and
(e) Provide technical co-operation for the preparation,
financing and execution of projects, including
the transfer of appropriate technology.

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Section 3. Policies
The activities of the Corporation shall be conducted in
accordance with the operating, financial and investment
policies set forth in detail in Regulations approved by the
Board of Executive Directors of the Corporation, which
Regulations may be amended by said Board.
ARTICLE II
MEMBERS AND CAPITAL
Section 1. Members
(a) The founding members of the Corporation shall
be those member countries of the Bank that have signed this
Agreement by the date specified in Article XI, Section 1(a) and
made the initial payment required in Section 3 (b) of this
Article.
(b) The other member countries of the Bank may
accede to this Agreement on such date and in accordance
with such conditions as the Board of Governors of the
Corporation may determine by a majority representing at
least two-thirds of the votes of the members, which shall
include two-thirds of the Governors.
(c) The word “members’’ as used in this Agreement
shall refer only to member countries of the Bank which
are members of the Corporation.
Section 2. Resources
(a) The initial authorized capital stock of the
Corporation shall be two hundred million dollars of the
United States of America (US$200,000,000).
(b) The authorized capital stock shall be divided
into twenty thousand (20,000) shares having a par value of
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ten thousand dollars of the United States of America
(US$10,000) each. Any shares not initially subscribed by the
founding members in accordance with Section 3 (a) of this
Article shall he available for subsequent subscription in
accordance with Section 3 (d) hereof.
(c) The Board of Governors may increase the
authorized capital stock as follows:
(i) by two-thirds of the votes of the members,
when such increase is necessary for the
purpose of issuing shares, at the time of
initial subscription, to members of the Bank
other than founding members, provided
that the aggregate of any increases
authorized pursuant to this subparagraph
does not exceed 2,000 shares;
(ii) in any other case, by a majority representing
at least three-fourths of the votes of the
members, which shall include two-thirds of
the Governors.
(d) In addition to the authorized capital referred to
above, the Board of Governors may, after the date in which
the initial authorized capital has been fully paid in, authorize
the issue of callable capital and establish the terms and
conditions for the subscription thereof, as follows:
(i) such decision shall be approved by a
majority representing at least three-fourths
of the votes of the members which shall
include two-thirds of the Governors; and
(ii) the callable capital shall be divided into
shares with a par value of ten thousand
dollars of the United States of America
(US$10,000) each.

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(e) The callable capital shares shall be subject to call
only when required to meet the obligations of the
Corporation created under Article III, Section 7 (a). In the
event of such a call, payment may be made at the option of
the member in United States dollars, or in the currency
required to discharge the obligations of the Corporation for
the purpose for which the call is made. Calls on the shares
shall be uniform and proportionate for all shares. Obligations
of the members to make payments on any such calls are
independent of each other and failure of one or more
members to make payments on any such calls shall not
excuse any other member from its obligation to make
payment. Successive calls may be made if necessary to meet
the obligations of the Corporation.
(f) The other resources of the Corporation shall consist
of:
(i) amounts accruing by way of dividends,
commissions, interest, and other funds
derived from the investments of the
Corporation;
(ii) amounts received upon the sale of
investments or the repayment of loans;
(iii) amounts raised by the Corporation by
means of borrowings; and
(iv) other contributions and funds entrusted to
its administration.
Section 3. Authorised Ordinary Capital
(a) Each founding member shall subscribe the number
of shares specified in Annex A.
(b) The payment for capital stock set forth in Annex A,
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by each founding member shall be made in four annual, equal
and consecutive installments, each of twenty-five per cent of
such amount. The first installment shall be paid by each
member in full within three months after the date on which
the Corporation begins operation pursuant to Article XI
Section 3 below, or the date on which such founding member
accedes to this Agreement, or by such date or dates thereafter
as the Board of Executive Directors of the Corporation
specifies. The remaining three installments shall be paid
on such dates as are determined by the Board of Executive
Directors of the Corporation but not earlier than December
31, 1985, December 31, 1986, and December 31, 1987,
respectively. The payment of each of the last three
installments of capital subscribed by each of the member
countries shall be subject to fulfillment of such legal
requirements as may be appropriate in the respective
countries. Payment shall be made in United States dollars.
The Corporation shall specify the place or places of payment.
(c) Shares initially subscribed by the founding
members shall be issued at par.
(d) The conditions governing the subscription of
shares to be issued after the initial share subscription by the
founding members which shall not have been subscribed
under Article II, Section 2 (b), as well as the dates of payment
thereof. shall be determined by the Board of Executive
Directors of the Corporation.
Section 4. Restriction on transfers and pledge of shares
Shares of the Corporation may not be pledged,
encumbered or transferred in any manner whatever except to
the Corporation unless the Board of Governors of the
Corporation approves a transfer between members by a
majority of the Governors representing four-fifths of the votes
of the members.

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Section 5. Preferential subscription right
In case of an increase in capital in accordance with
section 2(c) and (d) of this Article each member shall be
entitled subject to such terms as may be established by the
Corporation, to a percentage of the increased shares
equivalent to the proportion which its shares heretofore
subscribed bears to the total capital of the Corporation.
However, no member shall be obligated to subscribe to any
part of the increased capital.
Section 6. Limitation on liability
The liability of members on the shares subscribed by
them shall be limited to the unpaid portion of their price at
issuance. No member shall he liable, by reason of its
membership, for obligations of the Corporation.
ARTICLE III
OPERATIONS
Section 1. Operating procedures
In order to accomplish its purposes, the Corporation
is authorised to:
(a) Identify and promote projects which meet
criteria of economic feasibility and efficiency with preference
given to projects that have one or more of the following
characteristics:

(i) they promote the development and use of
material and human resources in the
developing countries which are members of
the Corporation;
(ii) they provide incentives for the creation of
jobs;
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(iii) they encourage savings and the use of
capital in productive investments;
(iv) they contribute to the generation and/or
savings of foreign exchange;
(v) they foster management capability and
technology transfer; and
(vi) they promote broader public ownership of
enterprises through the participation of as
many investors as possible in the capital
stock of such enterprises;
(b) Make direct investments, through the granting of
loans, and preferably through the subscription and
purchase of shares or convertible debt instruments, in
enterprises in which a majority of the voting power is held by
investors with Latin American citizenship, and make indirect
investments in such enterprises through other financial
institutions;
(c) Promote the participation of other sources of
financing and/or expertise through appropriate means,
including the organization of loan syndicates, the
underwriting of securities and participations, joint ventures,
and other forms of association such as licensing
arrangements, marketing or management contracts;
(d) Conduct co-financing operations and assist
domestic financial institutions, international institutions
and bilateral investment institutions;
(e) Provide technical co-operation, financial and
general management, assistance and act as financial agent of
enterprises;
(f) Help to establish, expand, improve and finance
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development finance companies in the private sector and
other institutions to assist in the development of said sector;
(g) Promote the underwriting of shares and securities
issues, and extend such underwriting provided the
appropriate conditions are met, either individually or jointly
with other financial entities;
(h) Administer funds of other private, public or
semi-public institutions; for this purpose, the Corporation
may sign management and trustee contracts;
(i) Conduct currency transactions essential to the
activities of the Corporation; and
(j) Issue bonds, certificates of indebtedness and
participation certificates, and enter into credit agreements.
Section 2. Other forms of investments
The Corporation may make investments of its funds
in such form or forms as it may deem appropriate in the
circumstances, in accordance with Section 7 (b) below.
Section 3. Operating principles
The operations of the Corporation shall be governed
by the following principles:
(a) It shall not establish as a condition that the
proceeds of its financing be used to procure goods and
services originating in a predetermined country;
(b) It shall not assume responsibility for managing
any enterprise in which it has invested and shall not exercise
its voting rights for such purpose or for any other purpose
which, in its opinion, is properly within the scope of
managerial control;
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(c) It shall provide financing on terms and
conditions which it considers appropriate taking into account
the requirements of the enterprises, the risks assumed by the
Corporation and the terms and conditions normally obtained
by private investors for similar financings;
(d) It shall seek to revolve its funds by selling its
investments, provided such sale can be made in an
appropriate form and under satisfactory conditions, to the
extent possible in accordance with Section 1 (a) (vi) above;
(e) It shall seek to maintain a reasonable
diversification in its investments;
(f) It shall apply financial, technical, economic,
legal and institutional feasibility criteria to justify investments
and the adequacy of the guarantees offered; and
(g) It shall not undertake any financing for which,
in its opinion, sufficient capital could be obtained on adequate
terms.
Section 4. Limitations
(a) With the exception of the investment of liquid
assets of the Corporation referred to in Section 7 (b) of this
Article, investments of the Corporation shall be made only in
enterprises located in developing regional member countries;
such investments shall be made following sound rules of
financial management.
(b) The Corporation shall not provide financing or
undertake other investments in an enterprise in the territory
of a member country if its government objects to such
financing or investment.
Section 5. Protection of interests
Nothing in this Agreement shall prevent the
Corporation from taking such action and exercising such
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rights as it may deem necessary for the protection of its
interests in the event of default on any of its investments,
actual or threatened insolvency of enterprises in which such
investments have been made, or other situations which, in the
opinion of the Corporation, threaten to jeopardize such
investments.
Section 6. Applicability of certain foreign exchange restrictions
Funds received by or payable to the Corporation in
respect of an investment of the Corporation made in any
member’s territories shall not be free, solely by reason of any
provision of this Agreement, from generally applicable
foreign exchange restrictions, regulations and controls in
force in the territories of that member.
Section 7. Other powers
The Corporation shall also have the power to:
(a) Borrow funds and for that purpose furnish such
collateral or other security as the Corporation shall determine,
provided that the total amount outstanding on borrowing
incurred or guarantees given by the Corporation, regardless
of source, shall not exceed an amount equal to the sum of its
subscribed capital, plus its earned surplus and reserves;
(b) Invest funds not immediately needed in its
financial operations, as well as funds held by it for other
purposes, in such marketable obligations and securities as the
Corporation may determine;
(c) Guarantee securities in which it has invested
in order to facilitate their sale;
(d) Buy and/or sell securities it has issued or
guaranteed or in which it has invested;

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(e) Handle, on such terms as the Corporation may
determine, any specific matters incidental to its business as
may be entrusted to the Corporation by its shareholders or
third parties, and discharge the duties of trustee in respect of
trusts; and
(f) Exercise all other powers inherent and which may
be necessary or useful for the accomplishment of its purposes,
including the signing of contracts and conducting of
necessary legal actions.
Section 8. Political activity prohibited
The Corporation and its officers shall not interfere in
the political affairs of any member; nor shall they be
influenced in their decisions by the political character of the
member or members concerned. Only economic
considerations shall be relevant to decisions of the
Corporation, and these considerations shall be weighed
impartially in order to achieve the purposes stated in this
Agreement.
ARTICLE IV
ORGANISATION AND MANAGEMENT
Section 1. Structure of the Corporation
The Corporation shall have a Board of Governors, a
Board of Executive Directors, a Chairman of the Board of
Executive Directors, a General Manager and such other
officers and staff as may be determined by the Board of
Executive Directors of the Corporation.
Section 2. Board of Governors
(a) All the powers of the Corporation shall be vested
in the Board of Governors.
(b) Each Governor and Alternate Governor of the
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Inter-American Development Bank appointed bv a member
country of the Bank which is also a member of the
Corporation shall, unless the respective country indicates to
the contrary, be a Governor or Alternate Governor ex- officio,
respectively, of the Corporation. No alternate Governor may
vote except in the absence of his principal. The Board of
Governors shall select one of the Governors as Chairman
of the Board of Governors. A Governor and Alternate
Governor shall cease to hold office if the member by which
they were appointed ceases to be a member of the
Corporation.
(c) The Board of Governors may delegate all its
powers to the Board of Executive Directors, except the power
to:
(i) admit new members and determine the
conditions of their admission;
(ii) increase or decrease the capital stock;
(iii) suspend a member;
(iv) consider and decide appeals on
interpretations of this agreement made by
the Board of Executive Directors;
(v) approve, after receipt of the auditors’ report,
the general balance sheets and the
statements of profit and loss of the
institution;
(vi) rule on reserves and the distribution of net
income, and declare dividends;
(vii) engage the services of external auditors to
examine the general balance sheets and the
statements of profit and loss of the
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institution;
(viii) amend this Agreement; and
(ix) decide to suspend permanently the
operations of the Corporation and to
distribute its assets.
(d) The Board of Governors shall hold an annual
meeting, which shall be held in conjunction with the annual
meeting of the Board of Governors of the Inter-American
Development Bank. It may meet on other occasions by call of
the Board of Executive Directors.
(e) A quorum for any meeting of the Board of
Governors shall be a majority of the Governors representng at
least two-thirds of the votes of the members. The Board of
Governors may establish a procedure whereby the Board of
Executive Directors, if it deems appropriate, may submit a
specific question to a vote of the Governors without calling a
meeting of the Board of Governors.
(f) The Board of Governors and the Board of Executive
Directors, to the extent the latter is authorized, may issue
such rules and regulations as may be necessary or
appropriate to conduct the business of the Corporation.
(g) Governors and Alternate Governors shall serve as
such without compensation from the Corporation.
Section 3. Voting
(a) Each member shall have one vote for each fully
paid share held by it and for each callable share subscribed.
(b) Except as otherwise provided, all matters before
the Board of Governors or the Board of Executive Directors
shall be decided by a majority of the votes of the members.

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Section 4. Board of Executive Directors
(a) The Board of Executive Directors shall be
responsible for the conduct of the operations of the
Corporation and for this purpose shall exercise all the powers
given it by this Agreement or delegated to it by the Board of
Governors.
(b) The Executive Directors and Alternates shall be
elected or appointed among the Executive Directors and
Alternates of the Bank except when:
(i) a member country or a group of member
countries of the Corporation is represented
in the Board of Executive Directors of the
Bank by an Executive Director and an
Alternate which are citizens of countries
which are not members of the Corporation;
and
(ii) given the different structure of participation
and composition, the member countries
referred to in (c) (iii) below, as per the
rotation arrangement agreed upon among
said member countries, designate their own
representa- tives for the positions
corresponding to them in the Board of
Executive Directors of the Corporation,
whenever they could not be adequately
represented by Directors or Alternates of
the Bank.
(c) The Board of Executive Directors of the
Corporation shall be composed as follows:
(i) one Executive Director shall be appointed by
the member country having the largest
number of shares in the Corporation;
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(ii) nine Executive Directors shall be elected by
the Governors for the regional developing
member countries;
(iii) two Executive Directors shall be elected by
the Governors for the remaining member
countries.
The procedure for the election of Executive Directors
shall be set forth in the Regulations to be adopted by the
Board of Governors by a majority of at least two-thirds of the
votes of the members.
One additional Executive Director may be elected
by the Governors for the member countries mentioned in (iii)
above under such conditions and within the term to be
established under said Regulations and, in the event that such
conditions were not met, by the Governors for the regional
developing member countries, in conformity with the
provisions of said Regulations.
Each Executive Director may designate an Alternate
Director who shall have full power to act for him when he is
not present.
(d) No Executive Director may simultaneously serve
as a Governor of the Corporation.
(e) Elected Executive Directors shall be elected for
terms of three years and may be re-elected for successive
terms.
(f) Each Director shall be entitled to cast the number
of votes which the member or members of the Corporation
whose votes counted towards his nomination or election are
entitled to cast.
(g) All the votes which a Director is entitled to cast
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shall be cast as a unit.
(h) In the event of the temporary absence of an
Executive Director and his Alternate, the Executive
Director or, in his absence the Alternate Director may
appoint a person to represent him.
(i) A Director shall cease to hold office if all the
members whose votes counted towards his nomination or
election cease to be members of the Corporation.
(j) The Board of Executive Directors shall operate
at the headquarters of the Corporation, or exceptionally at
such other location as shall be designated by said Board, and
shall meet as frequently as the business of the institution
requires.
(k) A quorum for any meeting of the Board of
Executive Directors shall be a majority of the Directors
representing not less than two- thirds of the votes of the
members.
(l) Every member of the Corporation may send a
representative to attend every meeting of the Board of
Executive Directors when a matter especially affecting that
member is under consideration. Such right of representation
shall be regulated by the Board of Governors.
Section 5. Basic organisation
The Board of Executive Directors shall determine
the basic organization of the Corporation, including the
number and general responsibilities of the principal
administrative and professional positions, and shall adopt
the budget of the institution.

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Section 6. Executive Committee of the Board of Executive Directors
(a) The Executive Committee of the Board of
Executive Directors shall be composed as follows:
(i) one person who is the Director or
alternate appointed by the member
country having the largest number of
shares in the Corporation;
(ii) two persons from among the Directors
representing the regional developing
member countries of the Corporation;
and
(iii) one person from the Directors
representing the other member countries.
The election of members of the Executive Committee
and their alternates in categories (ii) and (iii) above shall be
made by the members of each respective group pursuant to
procedures to be worked out within each group.
(b) The Chairman of the Board of Executive Directors
shall preside over meetings of said Committee. In his absence,
a member of the Committee chosen by a process of rotation
shall preside over meetings.
(c) The Committee shall consider all loans and
investments by the Corporation in enterprises in the member
countries.
(d) All loans and investments shall require the vote of
a majority of the Committee for approval. A quorum for
any meeting of the Committee shall be three. An absence
or abstention shall be considered a negative vote.
(e) A report with respect to each operation
approved by the Committee shall be submitted to the Board
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of Executtive Directors. At the request of any Director, such
operation shall be presented to the Board for a vote. In the
absence of such request within the period established by the
Board, an operation shall be deemed approved by the Board.
(f) In the event that there is a tie vote regarding a
proposed operation, such proposal shall be returned to
Management for further review and analysis; if upon
reconsideration in the Committee, a tie vote shall again
occur, the Chairman of the Board of Executive Directors shall
have the right to cast the deciding vote in the
Committee.
(g) In the event that the Committee shall reject an
operation, the Board of Executive Directors, upon the request
of any Director, may require that Management’s report on
such operation, together with a summary of the Committee’s
review, be submitted to the Board for discussion and possible
recommendation with regard to the technical and policy
issues related to the operation and to comparable operations
in the future.
Section 7. Chairman, General Manager and officers
(a) The President of the Bank shall be ex-officio
Chairman of the Board of Executive Directors of the
Corporation. He shall preside over meetings of the Board of
Executive Directors but without the right to vote except in the
event of a tie. He may participate in meetings of the Board of
Governors, but shall not vote at such meetings.
(b) The General Manager of the Corporation shall be
appointed by the Board of Executive Directors, by a four-
fifths majority of the total voting power, on the
recommendation of the Chairman of the Board of Executive
Directors, for such term as he shall indicate. The General
Manager shall be chief of the officers and staff of the
Corporations. Under the direction of the Board of Executive
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Directors and the general supervision of the Chairman of
the Board of Executive Directors, he will conduct the
ordinary business of the Corporation and, in consultation
with the Board of Executive Directors and the Chairman of
the Board of Executive Directors, shall be responsible for the
organization. appointment and dismissal of the officers and
staff. The General Manager may participate in meetings of the
Board of Executive Directors but shall not vote at such
meetings. The General Manager shall cease to hold office by
resignation or by decision of the Board of Executive Directors,
by a three-fifths majority of the total voting power, in which
the Chairman of the Board of Executive Directors concurs.
(c) Whenever activities must be carried out that
require specialized knowledge or cannot be handled by
the regular staff of the Corporation, the Corporation shall
obtain technical assistance from the staff of the Bank, or if it is
unavailable, the services of experts and consultants may be
engaged on a temporary basis.
(d) The officers and staff of the Corporation owe their
duty entirely to the Corporation in the discharge of their
office and shall recognize no other authority. Each
member country shall respect the international character
of such obligation.
(e) The Corporation shall have due regard for the
need to assure the highest standards of efficiency, competence
and integrity as the paramount consideration in appointing
the staff of the Corporation and in establishing their
conditions of service. Due regard shall also be paid to the
importance of recruiting the staff on as wide a geographic
basis as possible, taking into account the regional character
of the institution.
Section 8. Relations with the Bank
(a) The Corporation shall be an entity separate and
distinct from the Bank. The funds of the Corporation shall be
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kept separate and apart from those of the Bank. The
provisions of this Section shall not prevent the Corporation
from making arrangements with the Bank regarding facilities, personnel, services and others concerning reimbursement of
administrative expenses paid by either organization on behalf
of the other.
(b) The Corporation shall seek insofar as possible to
utilize the facilities, installations and personnel of the Bank.
(c) Nothing in this Agreement shall make the
Corporation liable for the acts or obligations of the Bank, or
the Bank liable for the acts or obligations of the Corporation.
Section 9. Publication of annual reports and circulation of reports
(a) The Corporation shall publish an annual report
containing an audited statement of its accounts. It shall also
send the members a quarterly summary of its financial
position and a profit and loss statement indicating the results
of its operations.
(b) The Corporation may also publish any such other
reports as it deems appropriate in order to carry out its
purpose and functions.
Section 10. Dividends
(a) The Board of Governors may determine what
part of the Corporation’s net income and surplus, after
making provision for reserves, shall be distributed as
dividends.
(b) Dividends shall be distributed pro rata in
proportion to paid-in capital stock held by each member.
(c) Dividends shall be paid in such manner and in
such currency or currencies as the Corporation may
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determine.
ARTICLE V
WITHDRAWAL AND SUSPENSION OF MEMBERS
Section 1. Right of withdrawal
(a) Any member may withdraw from the Corporation
by notifying the Corporation’s principal office in writing of its
intention to do so. Such withdrawal shall become effective on
the date specified in the notice but in no event prior to six
months from the date on which such notice was delivered to
the Corporation. At anv time before the withdrawal becomes
effective, the member may, upon written notice to the
Corporation, renounce its intention to withdraw.
(b) Even after withdrawing, a member shall remain
liable for all obligations to the Corporation to which it was
subject at the date of delivery of the withdrawal notice,
including those specified in Section 3 of this Article. However,
if the withdrawal becomes effective, a member shall not incur
any liability for obligations resulting from operations of the
Corporation effected after the date on which the withdrawal
notice was received by the latter.
Section 2. Suspension of membership
(a) A member that fails to fulfill any of its obligations
to the Corporation under this Agreement may be suspended
by decision of the Board of Governors by a majority
representing at least three- fourths of the votes of the
members, which shall include two-thirds of the Governors.
(b) A member so suspended shall automatically cease
to be a member of the Corporation within one year from
the date of suspension unless the Board of Governors
decides, by the same majority specified in paragraph (a)
preceeding, to lift the suspension.

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(c) While under suspension, a member mav exercise
none of the rights conferred upon it bv this Agreement,
except the right of withdrawal, but it shall remain subject
to fulfillment of all its obligations.
Section 3. Terms of withdrawal from membership
(a) From the time its membership ceases, a member
shall no longer share in the profits or losses of the institution
and shall incur no liability with respect to loans and
guarantees entered into by the Corporation thereafter. The
Corporation shall arrange for the repurchase of such
member’s capital stock as part of the settlement of accounts
with it in accordance with the provisions of this Section.
(b) The Corporation and a member may agree on the
withdrawal from membership and the repurchase of shares of
said member on terms appropriate under the circumstances.
If such agreement is not reached within three months after
the date on which such member expresses its desire to
withdraw from membership, or within a term agreed upon
between both parties, the repurchase price of the
member’s shares shall be equal to the book value thereof on
the date when the member ceases to belong to the institution,
such book value to be determined by the Corporation’s
audited financial statements.
(c) Payment for shares shall be made, upon surrender
of the corresponding share certificates, in such instalments
and at such times and in such available currencies as the
Corporation shall determine, taking into account its financial
position.
(d) No amount due to a former member for its shares
under this Section may be paid until one month after the date
upon which such member ceases to belong to the institution.
If within that period the Corporation suspends operations,
the rights of such member shall be determined by the
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provisions of Article Vl and the member shall be considered
still a member of the Corporation for purposes of said Article,
except that it shall have no voting rights.
ARTICLE VI
SUSPENSION AND TERMINATION OF OPERATIONS
Section l. Suspension of operations
In an emergency the Board of Executive Directors
may suspend operations in respect of new investments, loans
and guarantees until such time as the Board of Governors has
the opportunity to consider the situation and take pertinent
measures.
Section 2. Termination of operations
(a) The Corporation may terminate its operations by
decision of the Board of Governors by a majority representing
at least three-fourths of the votes of the members, which shall
include two-thirds of the Governors. Upon termination of
operations, the Corporation shall forthwith cease all activities
except those incident to the conservation, preservation and
realization of its assets and settlement of its obligations.
(b) Until final settlement of such obligations and
distribution of such assets, the Corporation shall remain in
existence and all mutual rights and obligations of the
Corporation and its members under this Agreement shall
continue unimpaired, except that no member shall be
suspended or withdraw and that no distribution shall be
made to members except as provided in this Article.
Section 3. Liability of members and payment of debts
(a) The liability of members arising from capital
subscriptions shall remain in force until the Corporation’s
obligations, including contingent obligations, are settled.
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(b) All creditors holding direct claims shall be paid
out of the assets of the Corporation to which such obligations
are chargeable and then out of payments to the Corporation
on unpaid capital subscriptions to which such claims are
chargeable. Before making any payments to creditors holding direct claims, the Board of Executive Directors shall make
such arrangements as are necessary in its judgement to ensure
a pro rata distribution among holders of direct and contingent
claims.
Section 4. Distribution of assets
(a) No distribution of assets shall be made to members
on account of the shares held bv them in the Corporation
until all liabilities to creditors chargeable to such shares have
been discharged or provided for. Moreover, such distribution
must be approved by a decision of the Board of Governors by
a majority representing at least three-fourths of the votes of
the members, which shall include two-thirds of the
Governors.
(b) Any distribution of assets to the members shall be
in proportion to the number of shares held and shall be
effected at such times and under such conditions as the
Corporation deems fair and equitable. The proportions of
assets distributed need not be uniform as to type of assets. No
member shall be entitled to receive its proportion in such
distribution of assets until it has settled all its obligations to
the Corporation.
(c) Any member receiving assets distributed pursuant
to this Article shall enjoy the same rights with respect to such
assets as the Corporation enjoyed prior to their distribution.

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ARTICLE VII
JURIDICAL PERSONALITY, IMMUNITIES,
EXEMPTIONS AND PRIVILEGES
Section 1. Scope
To enable the Corporation to fulfill its purpose and
the functions with which it is entrusted, the status,
immunities, exemptions and privileges set forth in this Article
shall be accorded to the Corporation in the territories of each
member country.
Section 2. Juridical personality
The Corporation shall possess 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 and administrative
proceedings.
Section 3. Judicial proceedings
(a) Actions may be brought against the Corporation
only in a court of competent jurisdiction in the territories of a
member country in which the Corporation has an office, has
appointed an agent for the purpose of accepting service or
notice of process, or has issued or guaranteed securities. No
action shall be brought against the Corporation by
members or persons acting for or deriving claims from
member countries. However, such countries or persons shall
have recourse to such special procedures to settle
controversies between the Corporation and its member
countries as may be prescribed in this Agreement, in the by-
laws and regulations of the Corporation or in contracts
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entered into with the Corporation.
(b) Property and assets of the Corporation shall,
wheresoever located and by whomsoever held, be immune
from all forms of seizure, attachment or execution before the
delivery of final judgment against the Corporation.
Section 4. Immunity of assets
Property and assets of the Corporation, wheresoever
located and by whomsoever held, shall be immune from
search, requisition, confiscation, expropriation or any other
form of taking or foreclosure by executive or legislative
action.
Section 5. Inviolability of archives
The archives of the Corporation shall be inviolable.
Section 6. Freedom of assets from restrictions
To the extent necessary to enable the Corporation to
carry out its purpose and functions and to conduct its
operations in accordance with this Agreement, all property
and other assets of the Corporation shall be free from
restrictions, regulations, controls and moratoria of any nature,
except as may otherwise be provided in this Agreement.
Section 7. Privilege for communications
The official communications of the Corporation shall
be accorded by each member country the same treatment that
it accords to the official communications of other members.
Section 8. Personal immunities and privileges
All Governors, Executive Directors, Alternates,
officers, and employees of the Corporation shall have the
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following privileges and immunities:
(a) Immunity from legal process with respect to
acts performed by them in their official capacity, except when
the Corporation waives this immunity,
(b) When not local nationals, the same
immunities from immigration restrictions, alien registration
requirements and military service obligations and the same
facilities as regards exchange provisions as are accorded
by a member country to the respresentatives, officials,
and employees of comparable rank of other member
countries; and
(c) The same privileges in respect of travelling
facilities as are accorded by member countries to
representatives, officials, and employees of comparable rank
of other member countries.
Section 9. Immunities from taxation
(a) The Corporation, its property, other assets,
income, and the operations and transactions it carries out
pursuant to this Agreement, shall be immune from all
taxation and from all customs duties. The Corporation shall
also be immune from any obligation relating to the payment,
withholding or collection of any tax or duty.
(b) No tax shall be levied on or in respect of
salaries and emoluments paid by the Corporation to officials
or employees of the Corporation who are not local citizens or
other local nationals.
(c) No tax of any kind shall be levied on any
obligation or security issued by the Corporation, including
any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such
obligation or security solely because it is
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issued by the Corporation; or
(ii) if the sole jurisdictional basis for such
taxation is the place or currency in which it
is issued, made payable or paid, or the
location of any office or place of business
maintained by the Corporation.
(d) No tax of any kind shall be levied on any
obligation or security guaranteed by the Corporation,
including any dividend or interest thereon by whomsoever
held:
(i) which discriminates against such
obligation or security solely because it is
guaranteed by the Corporation; or
(ii) if the sole jurisdictional basis for such
taxation is the location of any office or place
of business maintained by the Corporation.
Section 10. Implementation
Each member country, in accordance with its juridical
system, shall take such action as is necessary to make
effective in its own territories the principles set forth in this
Article and shall inform the Corporation of the action which it
has taken on the matter.
Section 11. Waiver
The Corporation in its discretion may waive any of
the privileges or immunities conferred under this Article to
such extent and upon such conditions as it may determine.

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ARTICLE VIII
AMENDMENTS
Section 1. Amendments
(a) This Agreement may be amended only by decision
of the Board of Governors by a majority representing at least
four-fifths of the votes of the members, which shall include
two-thirds of the Governors.
(b) Notwithstanding the provisions of (a) above, the
unanimous agreement of the Board of Governors shall be
required for the approval of any amendment modifying:
(i) the right to withdraw from the
Corporation as provided in Article V,
Section 1;
(ii) the right to purchase shares of the
Corporation as provided in Article II,
Section 5; and
(iii) the limitation on liability as provided in
Article II, Section 6.
(c) Any proposal to amend this Agreement, whether
emanating from a member country or the Board of Executive
Directors, shall be communicated to the Chairman of the
Board of Governors, who shall bring the proposal before the
Board of Governors. When an amendment has been
adopted, the Corporation shall so certify in an official communication addressed to all members. Amendments shall
enter into force for all members three months after the date of
the official communication unless the Board of Governors
shall specify a different period.
ARTICLE IX
INTERPRETATION AND ARBITRATION
Section l. Interpretation
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(a) Any question of interpretation of the provisions
of this Agreement arising between any member and the
Corporation or between members shall be submitted to
the Board of Executive Directors for decision. Members
especially affected by the question under consideration shall
be entitled to direct representation before the Board of
Executive Directors as provided in Article IV, Section 4,
paragraph (l).
(b) In any case where the Board of Executive Directors
has given a decision under the above paragraph, any member
may require that the question be submitted to the Board of
Governors, whose decision shall be final. Pending the
decision of the Board of Governors, the Corporation may,
insofar as it deems it necessary, act on the basis of the
decision of the Board of Executive Directors.
Section 2. Arbitration
If a disagreement should arise between the
Corporation and a member which has ceased to be such, or
between the Corporation and any member after adoption of a
decision to terminate the operations of the institution, such
disagreement shall be submitted to arbitration by a tribunal of
three arbitrators. One of the arbitrators shall be appointed by
the Corporation, another by the member concerned, and the
third, unless the parties otherwise agree, by the President of
the International Court of Justice. If all efforts to reach an
unanimous agreement fail decisions shall be reached by a
majority vote of the three arbitrators.
The third arbitrator shall be empowered to settle all
questions of procedure in any case where the parties are in
disagreement with respect thereto.
ARTICLE X
GENERAL PROVISIONS
Section l. Headquarters of the Corporation
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The headquarters of the Corporation shall be located
in the same locality as the headquarters of the Bank. The
Board of Executive Directors of the Corporation may
establish other offices in the territories of any of its member
countries by a majority representing at least two-thirds of the
votes of the members.
Section 2. Relations with other organisations
The Corporation may enter into agreements
with other organisations for purposes consistent with this
Agreement.
Section 3. Channels of communication
Each member shall designate an official entity for
purposes of communication with the Corporation on matters
connected with this Agreement.
ARTICLE XI
FINAL PROVISIONS
Section 1. Signature and acceptance
(a) This Agreement shall be deposited with the Bank,
where it shall remain open for signature by the
representatives of the countries listed in Annex A until
December 31, 1985 or such later date as shall be established by
the Board of Executive Directors of the Corporation. In case
this Agreement shall not have entered into force, a later date
may be determined by the representatives of the signatory countries of the Final Act of the Negotiations on the Creation
of the Inter-American Investment Corporation. Each
signatory of this Agreement shall deposit with the Bank an
instrument setting forth that it has accepted or ratified this
Agreement in accordance with its own laws and has taken the
steps necessary to enable it to fulfill all of its obligations
under this Agreement.
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(b) The Bank shall send certified copies of this
Agreement to its members and duly notify them of each
signature and deposit of the instrument of acceptance or
ratification made pursuant to the foregoing paragraph, as
well as the date thereof.
(c) On or after the date on which the Corporation
commences operations, the Bank may receive the signature
and the instrument of acceptance or ratification of this
Agreement from any country whose membership has been
approved in accordance with Article II, Section 1 (b).
Section 2. Entry into force
(a) This Agreement shall enter into force when it has
been signed and instruments of acceptance or ratification
have been deposited, in accordance with Section l of this
Article, by representatives of countries whose subscriptions
comprise not less than two-thirds of the total subscriptions set
forth in Annex A, which shall include:
(i) the subscription of the member country with
the largest number of shares, and
(ii) subscriptions of regional developing
member countries with a total of shares
greater than all other subscriptions.
(b) Countries whose instruments of acceptance or
ratification were deposited prior to the date on which the
agreement entered into force shall become members on that
date. Other countries shall become members on the dates on
which their instruments of acceptance or ratification are
deposited.
Section 3. Commencement of operations
As soon as this Agreement enters into force under
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Section 2 of this Article, the President of the Bank shall call a
meeting of the Board of Governors. The Corporation shall
begin operations on the date when such meeting is held.
DONE at the city of Washington, District of
Columbia, United States of America, in a single original,
dated November 19, 1984, whose English, French,
Portuguese, and Spainsh texts are equally authentic and
which shall remain deposited in the archives of the Inter-
American Development Bank, which has indicated by its
signature below its agreement to act as depository of this
Agreement and to notify all those governments of the
countries whose names are set forth in Annex A of the date
when this Agreement shall enter into force, in accordance
viith Section 2 of Article XI.
ANNEX A
SUBSCRIPTIONS OF SHARES IN THE AUTHORIZED CAPITAL
STOCK OF THE CORPORATION
(Shares of US$10,000 each)
Countries Number of Paid-in
Percentage Capital shares
Regional Developing Countries
Argentina 2,327 11.636 1/
Brazil 2,327 11.636 1/
Mexico 1,498 7.490 2/
Venezuela 1,248 6.238 3/
Subtotal 7,400 37.000

Chile 690 3.45
Colombia 690 3.45
Peru 420 2.10
Subtotal 1,800 9.00


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Bahamas 43 0.215
Barbados 30 0.150
Bolivia 187 0.935
Costa Rica 94 0.470
Dominican Republic 126 0.630
Ecuador 126 0.630
El Salvador 94 0.470
Guatemala 126 0.630
Guyana 36 0.180
Haiti 94 0.470
Honduras 94 0.470
Jamaica 126 0.630
Nicaragua 94 0.470
Panama 94 0.470
Paraguay 94 0.470
Trinidad and Tobago 94 0.470
Uruguay 248 1.240

Subtotal 1,800
Total 11,000
9.000
55.000

Countries Number of Paid-
in Capital Shares
Percentage
United States of
America
5,100
25.50
Other Countries
Austria 100 0.50
France 626 3.13
Germany, Fed. Rep. of 626 3.13
Israel 50 0.25
Italy 626 3.13
Japan 626 3.13
Netherlands 310 1.55
Spain 626 3.13
Switzerland 310 1.55
Subtotal 3,900 19.50
GRAND TOTAL 20,000 100.00
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1. The representatives of Argentina and Brazil stated that
their participation in the capital of the Corporation should not
only match their shares in the capital of the Bank, but also
maintain their relative shares in the total amount contributed
by the regional developing countries in the capital of the
Bank.
2. The Mexican delegation makes the subscription listed
above in order to help eliminate the oversubscription that has
prevented the Inter-American Investment Corporation from
coming into operation. Nevertheless, it wishes to put on
record the desire of Mexico to achieve greater share
participation in these multilateral organizations, to more
adequately reflect through a system of objective indicators its
size in terms of economy, population and requirements for
financial support for its development process.
3. Venezuela ratifies that it has decided to subscribe 1,248
shares of the Inter-American Investment Corporation, which
gives it a participation of 6.238% in its capital, to enable the
Corporation to begin operating as soon as possible. However,
Venezuela states for the record that it has no abandoned its
desire to achieve a greater share participation in the future.
____________________

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