L.R.O. 1/2012
LAWS OF GUYANA
CARIBBEAN DEVELOPMENT BANK AGREEMENT ACT
CHAPTER 85:04
Act
29 of 1969

Current Authorised Pages
Pages
(inclusive)
Authorised
by L.R.O.
1 – 67 ... 1/2012





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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.

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CHAPTER 85:03
CARIBBEAN DEVELOPMENT BANK AGREEMENT ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Financial provisions for giving effect to the Bank Agreement.
4. Designation of depository for holdings of currency.
5. Certain provisions of the Bank Agreement given the force of law in
Guyana.
SCHEDULE—Agreement Establishing the Caribbean Development
Bank.
__________________________
29 of 1969
An Act to enable implementation by Guyana of the
Agreement for the establishment of the Caribbean
Development Bank and for purposes connected
therewith.
[31ST DECEMBER, 1969]
Short title.
Interpretation.
1. This Act may be cited as the Caribbean
Development Bank Agreement Act.
2. In this Act—
“Bank” means the Caribbean Development Bank established
by the Bank Agreement;
“Bank Agreement” means the Agreement for the
establishment of the Caribbean Development Bank, set
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Financial
provisions for
giving effect to
the Bank
Agreement.
Designation of
depository for
holdings of
currency.
Certain
provisions of
the Bank
Agreement
given the force
of law in
Guyana.
out in the schedule to this Act.
3. (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 provisions of the Bank Agreement.
(2) The Minister may, if he thinks fit, create and
issue to the Bank any such non-negotiable and non-interest
bearing notes and other obligations as are provided for by
paragraph 5 of Article 7 of the Bank Agreement and sums
payable under the notes or obligations so created shall be
charged on the Consolidated Fund.
(3) Any sums received by the Government from
the Bank on account of Guyana’s subscription to the capital
stock thereof shall be paid into the Consolidated Fund.
4. 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 Articles 48 to 55 (inclusive) of the
Bank Agreement shall have the force of law in Guyana.

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s. 2
SCHEDULE
AGREEMENT ESTABLISHING THE CARIBBEAN
DEVELOPMENT BANK
The Contracting Parties
Conscious of the need to accelerate the economic
development of States and Territories of the Caribbean and to
improve the standards of living of their peoples;
Recognizing the resolve of these States and Territories
to intensify economic co-operation and promote economic
integration in the Caribbean;
Aware of the desire of other countries outside the
region to contribute to the economic development of the
region;

Considering that such regional economic
development urgently requires the mobilization of additional
financial and other resources; and
Convinced that the establishment of a regional
financial institution with the broadest possible participation
will facilitate the achievement of these ends;
HEREBY AGREE AS FOLLOWS:
INTRODUCTORY ARTICLE
The Caribbean Development Bank (hereinafter called
the “Bank”) is hereby established and shall be governed by
the following:

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ARTICLES OF AGREEMENT
CHAPTER I
PURPOSE, FUNCTIONS AND PARTICIPATION
ARTICLE 1
PURPOSE
The purpose of the Bank shall be to contribute to the
harmonious economic growth and development of the
member countries in the Caribbean (hereinafter called the
“region”) and to promote economic co-operation and
integration among them, having special and urgent regard to
the needs of the less developed members of the region.
ARTICLE 2
FUNCTIONS
1. To carry out its purpose, the Bank shall have the
following functions:

(a) to assist regional members in the co-
ordination of their development
programmes with a view to achieving better
utilization of their resources, making their
economies more complementary, and
promoting the orderly expansion of their
international trade, in particular intra-
regional trade;
(b) to mobilize within and outside the region
additional financial resources for the
development of the region;
(c) to finance projects and programmes
contributing to the development of the
region or any of the regional members;
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(d) to provide appropriate technical
assistance to its regional members,
particularly by undertaking or
commissioning pre-investment surveys
and by assisting in the identification and
preparation of project proposals;
(e) to promote public and private
investment in development projects by,
among other means, aiding financial
institutions in the region;
(f) to co-operate and assist in other regional
efforts designed to promote regional and
locally controlled financial institutions and
a regional market for credit and savings;
(g) to stimulate and encourage the development
of capital markets within the region, and
(h) to undertake or promote such other
activities as may advance its purpose.
2. The Bank shall, where appropriate, co-operate with
national, regional or international organizations or other
entities concerned with the development of the region.
ARTICLE 3
MEMBERSHIP
1. Membership in the Bank shall be open to:
(a) States and Territories of the region; and
(b) non-regional States which are members of
the United Nations or of any of its
specialized agencies or of the International
Atomic Energy Agency.
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2. The States and Territories listed in Annex A to this
Agreement the Governments of which sign this Agreement in
accordance with paragraph 1 of Article 62 and ratify or accept
it in accordance with paragraph 1 of Article 63 shall become
members of the Bank.
3. States and Territories eligible for membership
under paragraph 1 of this Article which do not become
members in accordance with paragraph 2 of this Article may
be admitted to membership on such terms and conditions as
the Bank may determine by a vote of not less than two-thirds
of the total number of the governors representing not less
than three-fourths of the total voting power of the members,
and on acceding to this Agreement in accordance with
paragraph 2 of Article 63.
4. For the purposes of Articles 26, 32 and 65 the last
four Territories listed in Category A of Annex A to this
Agreement shall be considered as a single member of the
Bank.
ARTICLE 4
PARTICIPATION OF NON-MEMBERS
The Bank shall encourage and facilitate the fullest co-
operation and participation in its activities of other regional
or non-regional States which are members of the United
Nations or any of its specialized agencies or of the
International Atomic Energy Agency and which may further
its purpose, and shall take such measures as it may deem
appropriate under the provisions of this Agreement to
promote such co-operation and participation.


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CHAPTER II
CAPITAL AND OTHER RESOURCES
ARTICLE 5
AUTHORIZED CAPITAL
1. The authorized capital stock of the Bank shall be the
equivalent of fifty million dollars ($50,000,000) in terms of
United States dollars of the weight and fineness in effect on
1st September, 1969. The authorized capital stock shall be
divided into ten thousand (10,000) shares with a par value of
five thousand dollars ($5,000) each, which shall be available
for subscription only by members in accordance with the
provisions of Article 6.
2. The original authorized capital stock shall be
divided into paid-up shares and callable shares. Shares
having an aggregate par value equivalent to twenty-five
million dollars ($25,000,000) shall be paid-up shares, and
shares having an aggregate par value equivalent to twenty-
five million dollars, ($25,000,000) shall be callable shares.
3. The authorized capital stock may be increased by
the Board of Governors at such time and on such terms and
conditions as it may determine by a vote of not less than two-
thirds of the total number of the governors representing not
less than three-fourths of the total voting power of the
members.
4. In this Agreement the expression “dollar” means a
United States dollar of the value specified in paragraph 1 of
this Article.
ARTICLE 6
SUBSCRIPTION OF SHARES
1. Each member shall subscribe to shares of the
capital stock of the Bank. Each subscription to the original
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authorized capital stock shall be for paid-up and callable
shares in equal parts. The initial number of shares to be
subscribed by those States and Territories which become
members in accordance with paragraph 2 of Article 3 shall be
as set forth in Annex A to this Agreement which shall form an
integral part thereof. The initial number of shares to be
subscribed by those States and Territories which are admitted
to membership in accordance with paragraph 3 of Article 3
shall be determined by the Board of Governors in accordance
with that paragraph.
2. The authorized capital stock of the Bank shall at all
times be held or be available for subscription in the following
manner:
(a) not less than sixty (60) per cent by regional
members; and
(b) not more than forty (40) per cent by other
members.
3. In case of an increase in the authorized capital
stock, each member shall have a right to subscribe, on such
terms and conditions as the Board of Governors shall
determine, to a proportion of the increase of stock
equivalent to the proportion which its stock previously
subscribed bears to the total subscribed capital stock
immediately before such increase, provided, however, that
this provision shall not apply in respect of any increase or
portion of an increase in the authorized capital stock which is
intended solely to give effect to determinations of the Board
of Governors under paragraphs 1 and 4 of this Article. No
member shall be obligated to subscribe to any part of an
increase in capital stock.
4. Subject to the provisions of paragraph 2 of this
Article, the Board of Governors may, at the request of a
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member, increase the subscription of such member on such
terms and conditions as the Board may determine. The Board
of Governors shall pay special regard to the request of any
regional member having less than five (5) per cent of the
subscribed capital stock to increase its subscription.
5. Shares initially subscribed by those States or
Territories which become members in accordance with
paragraph 2 of Article 3 shall be issued at par. Other shares
shall be issued at par unless the Board of Governors by a vote
of not less than two-thirds of the total number of the
governors representing not less than three-fourths of the total
voting power of the members decides in special
circumstances to issue them on other terms.

6. Shares shall not be pledged or encumbered in any
manner whatsoever. They shall not be transferable except to
the Bank.
7. Liability of the members on shares shall be limited
to the unpaid portion of their issue price.
8. Except as provided in paragraph 7 of this Article,
no member shall be liable, by reason of its membership, for
obligations to or of the Bank.
ARTICLE 7
PAYMENT OF SUBSCRIPTION
1. Payment of the amount due in respect of paid-up
shares initially subscribed by a State or Territory which
becomes a member in accordance with paragraph 2 of
Article 3 shall be made in six (6) instalments. The first
instalment shall equal 20 per cent of that amount and the
remaining five instalments shall each equal 16 per cent of that
amount. The first instalment shall be paid by each member
not later than 90 days after entry into force of this Agreement
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or on or before the date of deposit of its instrument of
ratification or acceptance in accordance with Article 63,
whichever is the later. The second instalment shall be paid
not later than one (1) year from the entry into force of this
Agreement. The remaining four instalments shall each be
paid successively not later than one (1) year from the date on
which the preceding instalment becomes payable.
2. Of each instalment of an initial subscription payable
under paragraph 1 of this Article by a State or Territory which
becomes a member pursuant to paragraph 2 of Article 3:
(a) fifty (50) per cent shall be paid in gold
or in a convertible currency which is freely
and effectively useable in the operation of
the Bank or in a currency which is freely and
fully convertible into such a currency,
provided that if the currency of that
member meets either of such
requirements such payment shall be made in
the currency of that member; and

(b) fifty (50) per cent shall be paid in the
currency of that member, subject to the
provisions of paragraph 5 of this Article.
3. Each payment of a member in its own or another
currency shall be in such amount as the Bank, after such
consultation with the International Monetary Fund as it
may consider necessary and utilizing the par value, if
any, established with the International Monetary Fund,
shall determine to be equivalent to the full value in terms of
dollars of the portion of the subscription being paid. The first
instalment payable pursuant to paragraph 1 of this Article
shall be in such amount as the member considers appropriate
in accordance with this paragraph, but shall be subject to such
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adjustment, to be effected within ninety (90) days of the date
on which such payment was due, as the Bank shall determine
to be necessary to constitute the full dollar equivalent of such
payment.
4. Subject to the provisions of paragraphs 6 and 7 of
this Article relating to callable shares, payment of other
subscriptions in respect of original authorized shares and of
increases in the capital stock of the Bank shall be made at such
times and in gold or in such currencies as the Board of
Governors shall determine and the Board may determine
with the agreement of all members that different proportions
of such capital be paid up by different members.
5. The Bank shall accept from a member, in place of
any part of the member’s currency paid or to be paid by the
member under paragraph 2 (b) of this Article or under
paragraph 1 of Article 24 in respect of payments under
paragraph 2 (b) of this Article, provided such currency is not
required by the Bank for the conduct of its operations,
promissory notes or other obligations issued by the
Government of the member or by depository designated by
the member pursuant to Article 37. Such notes or other
obligations shall be non-negotiable, non-interest bearing and
payable at their par value upon demand. Subject to paragraph
5 of Article 23, demand for payment of such notes or other
obligations shall be made only as and when the funds are
required by the Bank for the conduct of its operations,
provided, however, that a member which has issued such
promissory notes or other obligations may at the request of
the Bank convert any of them into interest-bearing notes or
into cash to be invested in government securities of that
member. Demands upon such notes or obligations shall, as far
as practicable over reasonable periods of time, be uniform in
percentage of all such notes and obligations. Notwithstanding
the issuance or acceptance of a note or other obligation by the
Bank, the obligation of the member under paragraph 2 (b) of
this Article and under Article 24 shall subsist.
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6. Callable shares be subject to call only as and when
required by the Bank to meet its obligations incurred
pursuant to sub-paragraphs (b) and (d) of Article 13 on
borrowings of funds for inclusion in its ordinary capital
resources or on guarantees chargeable to such resources.
Such calls on unpaid subscriptions shall be uniform in
percentage on all callable shares.
7. Payment of calls referred to in paragraph 6 of this
Article may be made at the option of the member in gold,
convertible currency or in the currency required to discharge
the obligations of the Bank for the purpose of which the call is
made.
8. The Bank shall determine the place for any payment
under this Article, provided that, until the inaugural meeting
of the Board of Governors the payment of the first instalment
referred to in paragraph 1 of this Article shall be made to the
Government of Barbados as Trustee of the Bank.
ARTICLE 8
SPECIAL FUNDS
1. A special fund to be known as the Special
Development Fund is hereby established into which the Bank
may receive contributions or loans. The Special
Development Fund may be used to make or guarantee
loans of high developmental priority, with longer maturities,
longer deferred commencement of repayment and lower
interest rates than those determined by the Bank for its
ordinary operations. The Bank shall, as soon as practicable,
adopt rules and regulations for the administration and use of
the Special Development Fund.

2. The Bank may establish, or be entrusted with the
administration of, other special funds which are designed to
serve its purpose and fall within its functions. It shall adopt
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such special rules and regulations as may be required for the
establishment, administration and use of the resources of each
special fund.
3. Subject to the provisions of paragraph 1 of this
Article relating to the Special Development Fund, the terms
and conditions upon which the Bank may receive
contributions or loans for special funds, including the Special
Development Fund, shall be such as may be agreed upon
between the Bank and the contributor or lender, and special
funds may be used in any manner and on any terms and
conditions not inconsistent with the purpose and functions of
the Bank or with any agreement relating to such funds.
4. No allocation may be made to the Special
Development Fund provided for in paragraph 1 of this Article
or to any other special fund from the paid-up capital or
reserves of the Bank or from funds borrowed by the Bank
for inclusion in its ordinary capital resources.
5. The rules and regulations relating to any special
fund shall be consistent with the provisions of this Agreement
except those which expressly apply only to ordinary
operations of the Bank. Where such rules and regulations do
not apply, special funds shall be governed by the provisions
of this Agreement.
ARTICLE 9
ORDINARY CAPITAL RESOURCES AND
SPECIAL FUNDS RESOURCES
1. The resources of the Bank shall consist of ordinary
capital resources and special funds resources.
2. In this Agreement, the expression “ordinary capital
resources” includes the following:

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(a) authorized capital stock of the Bank
subscribed pursuant to Article 6;

(b) funds borrowed by the Bank to which the
commitment to calls provided for in
paragraph 6 of Article 7 is applicable;
(c) funds received in repayment of loans or
guarantees made with the resources referred
to in sub-paragraphs (a) and (b) of this
paragraph;
(d) income derived from loans made from the
afore-mentioned funds or from guarantees
to which the commitment to calls provided
for in paragraph 6 of Article 7 is applicable;
and
(e) any other funds or income received by the
Bank which do not form part of any special
funds resources.
3. In this Agreement, the expression “special funds
resources” refers to the resources of any special fund and
includes the following:
(a) resources initially contributed to any special
fund;
(b) funds accepted by the Bank for inclusion in
any special fund;
(c) funds repaid in respect of loans or
guarantees financed from the resources of
any special fund which, under the rules and
regulations of the Bank governing that
special fund, are received by such special
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fund;
(d) income derived from operations of the
Bank in which any of the aforementioned
resources or funds are used or committed if,
under the rules and regulations of the Bank
governing the special fund concerned, that
income accrues to such special fund; and
(e) any other resources placed at the disposal of
any special fund.

CHAPTER III
OPERATIONS
ARTICLE 10
USE OF RESOURCES
The resources and facilities of the Bank shall be used
exclusively to further the purpose and carry out the
functions set forth, respectively, in Articles 1 and 2 of this
Agreement.
ARTICLE 11
ORDINARY AND SPECIAL OPERATIONS
1. The operations of the Bank shall consist of ordinary
operations and special operations.
2. Ordinary operations shall be those financed from
the ordinary capital resources of the Bank.
3. Special operations shall be those financed from
special funds resources.

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ARTICLE 12
SEPARATION OF OPERATIONS
1. The ordinary capital resources of the Bank shall at
all times, and in all respects be held, used, committed,
invested or otherwise disposed of, entirely separate from
special funds resources. Each special fund, its resources and
accounts shall be kept entirely separate from other special
funds, their resources and accounts.
2. The ordinary capital resources of the Bank shall not
be charged with or used to discharge, losses or liabilities
arising out of operations or other activities of any special
fund. Special funds resources appertaining to any special
fund shall not be charged with, or used to discharge, losses or
liabilities arising out of operations or other activities of the
Bank financed from its ordinary capital resources or from
resources appertaining to any other special fund.
3. In the operations and other activities of any special
fund, the liability of the Bank shall be limited to the resources
appertaining to that special fund which are at the disposal of
the Bank.
4. The financial statements of the Bank shall show the
ordinary operations and the special operations of the Bank
separately. Expenses appertaining to ordinary operations
shall be charged to the ordinary capital resources of the
Bank. Expenses appertaining directly to special operations
shall be charged to the special funds resources. Any other
expenses shall be charged as the Bank shall determine.
5. The Bank shall adopt such other rules and
regulations as may be required to ensure the effective
separation of the two types of its operations.

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ARTICLE 13
RECIPIENTS AND METHODS OF
ORDINARY OPERATIONS
In its ordinary operations, the Bank may provide or
facilitate financing for any regional member or any political
subdivision or any agency thereof, or any other entity or
enterprise in the public or private sector operating in the
territory of such member, as well as for international or
regional agencies or other entities concerned with the
economic development of the region. The Bank may carry out
such operations in any of the following ways:
(a) by making or participating in direct loans
with its unimpaired paid-up capital and,
except as provided in Article 18, with its
reserves and undistributed surplus;
(b) by making or participating in direct loans
with funds raised by the Bank in capital
markets or borrowed or otherwise
acquired by the Bank for inclusion in its
ordinary capital resources;

(c) by investment of the funds referred to in
paragraphs (a) and (b) of this Article in the
equity capital of an entity or enterprise,
provided, however, that no such investment
shall be made until after the Board of
Governors, 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, shall
have determined that the Bank is in a
position to begin such type of operations; or
(d) by guaranteeing, whether as primary or
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secondary obligor, in whole or in part,
loans for economic development.
ARTICLE 14
LIMITATION ON OPERATIONS
1. The total amount outstanding of loans, equity
investments and guarantees made by the Bank in its ordinary
operations shall not at any time exceed the total amount of its
unimpaired subscribed capital, reserves and surplus and any
other funds included in its ordinary capital resources,
exclusive of the special reserve provided for in Article 18 and
other reserves not available for ordinary operations.
2. The total amount outstanding in respect of the
special operations of the Bank relating to any special fund
shall not at any time exceed the total amount of the
unimpaired resources appertaining to that special fund.
3. In the case of funds invested in equity capital out of
the ordinary capital resources of the Bank, the total amount
invested shall not at any time exceed ten (10) per cent of
the aggregate amount of the unimpaired paid-up capital
stock of the Bank actually paid-up at any given time together
with the reserves and surplus included in its ordinary capital
resources, exclusive of the special reserve provided for in
Article 18.
4. The amount of any equity investment shall not
exceed such percentage of the equity capital of the entity or
enterprise concerned as the Board of Directors shall from time
to time or in each specific case determine to be appropriate.
The Bank shall not seek to obtain by such an investment a
controlling interest in the entity or enterprise concerned,
except where necessary to safeguard the investment of the
Bank.
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ARTICLE 15
OPERATING PRINCIPLES
Subject to the provisions of this Agreement, the
operations of the Bank shall be conducted in accordance with
the following principles:
(a) The operations of the Bank shall provide
principally for the financing of specific
projects, including those forming part of a
national, sub-regional or regional
development programme. They may,
however, include loans to, or guarantees
of loans made to, national development
banks or other suitable financial institutions,
in order that the latter may finance
development projects on terms approved by
the Bank where the individual financing
requirements of such projects are not, in the
opinion of the Bank, large enough to
warrant the direct supervision of the Bank.
(b) The Bank shall not finance any undertaking
in the territory of a member if that member
objects to such financing.
(c) Before a loan or guarantee is granted, the
applicant shall have submitted an adequate
loan or guarantee proposal and the
President of the Bank shall have presented
to the Board of Directors a written report
regarding the proposal together with his
recommendations on the basis of a staff
study.
(d) In considering an application for a loan or
guarantee, the Bank shall pay due regard to
the ability of the borrower to obtain
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financing elsewhere on terms and conditions
that the Bank considers reasonable for the
recipient.
(e) In making or guaranteeing a loan, the Bank
shall pay due regard to the prospects that
the borrower and its guarantor, if any,
will be in a position to meet their
obligations under the loan contract.

(f) In making or guaranteeing a loan, the rate
of interest, other charges and the schedule
for repayment of principal shall be such as
are, in the opinion of the Bank, appropriate
for the loan concerned.
(g) In guaranteeing a loan made by other
investors, or in underwriting the sale of
securities, the Bank shall receive suitable
compensation for its risk.
(h) The proceeds of financing in the ordinary
operations of the Bank shall normally be
used only for procurement, in territories of
members, of goods and services produced in
those territories. In special cases the Board
of Directors may, however, determine the
circumstances in which the procurement of
goods and services may be permitted
elsewhere, giving particular consideration
wherever practicable to procurement of
goods and services produced in the
territory of countries which have
contributed substantially to the resources of
the Bank.
(i) In procuring services, and in facilitating
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financing for entities or enterprises in the
private sector, the Bank shall pay due
regard to the need to develop and
strengthen undertakings, entities and skills
of individuals belonging to the region.
(j) In the case of a direct loan made by the
Bank, the borrower shall be permitted by the
Bank to draw its funds only to meet
expenditures in connection with the project
as they are actually incurred.
(k) The Bank shall take the necessary measures
to ensure that the proceeds of any loan
made, guaranteed, or participated in by the
Bank are used only for the purposes for
which the loan was granted and with
due regard to considerations of economy
and efficiency.
(l) The Bank shall pay due regard to the
desirability of a reasonable distribution of
the benefits from its operations among the
members in the region.
(m) The Bank shall seek to maintain
reasonable diversification in its investments
in equity capital.
(n) The Bank may provide financing to meet
either external or local expenditures in
respect of a project being assisted, provided
that in its ordinary operations the Bank shall
provide financing for local expenditures in
the territory in which the project is
located only in exceptional circumstances
and not exceeding a reasonable proportion
of the total of such expenditures, or in
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circumstances where such financing may
be provided with local currency restricted
under paragraph 2 of Article 23.
(o) The Bank shall be guided by sound
development banking principles in its
operations.
ARTICLE 16
TERMS AND CONDITIONS FOR DIRECT LOANS
AND GUARANTEES
1. In the case of direct loans made or participated in
or loans guaranteed by the Bank, the contract shall establish
the terms and conditions for the loan or guarantee
concerned, including those relating to payment of
principal, interests and other charges, maturities, and dates
of payment in respect of the loan, or the fees and other
charges in respect of the guarantee, respectively.
2. Subject in the case of special operations to any rules
and regulations or other arrangements relating thereto, the
contract relating to a loan made or guaranteed by the Bank
shall specify the currency or currencies to be used in making
repayments to the Bank, or stipulate that repayments shall be
made in the currency or currencies loaned, or make other
appropriate provision for the currency or currencies of
repayment. At the option of the borrower, however, such
repayments may be made in gold or, subject to the agreement
of the Bank, in any convertible currency. The contract may
also provide that the amount of repayments to the Bank shall
be equivalent, in terms of a currency specified for that
purpose by the Bank, to the value of those repayments on the
date or dates on which the loan was disbursed.
3. Where the recipient of a loan or guarantee of a loan
is not itself a member, the Bank may, when it deems it
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advisable, make it a condition of the contract that the member
in whose territory the project concerned is to be carried out,
or a public agency of that member acceptable to the Bank,
guarantee the repayment of the principal and the payment of
interest and other charges on the loan in accordance with the
terms thereof.
ARTICLE 17
COMMISSION AND FEES
1. The Bank shall determine the rate and any other
terms and conditions of the commission to be charged in
connection with direct loans made or participated in as part of
its ordinary operations. This commission shall be computed
on the amount outstanding on each loan or participation and
shall be at the rate of not less than one (1) per cent per annum
in the first five (5) years of the operations of the Bank. At the
end of this period, the rate of commission may be set at such
level as the Bank considers appropriate in the light of the level
of the reserves of the Bank.
2. In guaranteeing a loan as part of its ordinary
operations, the Bank shall, in addition to any other charges,
require a guarantee fee, at a rate determined by the Board of
Directors, payable periodically on the amount of the loan
outstanding.
3. Other charges of the Bank in its ordinary
operations, and any commission, fees or other charges in its
special operations, shall be determined by the Board of
Directors.
ARTICLE 18
SPECIAL RESERVE
The amount of commissions and guarantee fees
received by the Bank pursuant to Article 17 of this Agreement
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shall be set aside as a special reserve which shall be kept for
meeting liabilities of the Bank. The special reserve shall be
held in such liquid form as the Board of Directors may decide,
provided that whenever it is in the interest of the Bank the
special reserve may be invested in the securities of the region.

ARTICLE 19
METHODS OF MEETING LIABILITIES OF
THE BANK
1. Whenever necessary to meet contractual payments
of interest, other charges or amortization on borrowings of
the Bank in its ordinary operations, or to meet its liabilities
with respect to similar payments in respect of loans
guaranteed by it, chargeable to its ordinary capital resources,
the Bank may call an appropriate amount of callable shares in
accordance with paragraph 6 of Article 7.
2. If the subscribed callable capital stock of the Bank
shall be entirely called pursuant to paragraph 6 of Article 7,
the Bank may, if necessary for the purpose specified in
paragraph 1, of this Article, use or exchange the currency of
any member without restriction, including any restriction
imposed pursuant to paragraph 2 of Article 23.
CHAPTER IV
BORROWING AND OTHER
MISCELLANEOUS POWERS
ARTICLE 20
GENERAL POWERS
In addition to the powers provided elsewhere in this
Agreement, the Bank shall have the power to:

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(a) borrow funds in the territories of
members or elsewhere, and in this
connexion to furnish such collateral or other
security therefor as the Bank shall
determine, provided always that:
(i) before making a sale of its obligations
in a country, the Bank shall seek the
approval of the competent authorities
of that country;

(ii) where the obligations of the Bank
are to be denominated in the
currency of a member, the Bank shall
have obtained the approval of the
competent authorities of that member;
(iii) the Bank shall obtain the approval of
the competent authorities referred to
in subparagraphs (i) and (ii) of this
paragraph that the proceeds may be
exchanged for any other currency
without restriction; and
(iv) before determining whether to sell its
obligations in a particular country, the
Bank shall consider the amount of
previous borrowing, if any, in that
country, the amount of previous
borrowings in other countries, and the
possible availability of funds in such
other countries and shall give due
regard to the general principle that its
borrowings should, as far as possible,
be diversified as to the country of
borrowing;
(b) buy and sell securities the Bank has
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issued or guaranteed or in which it has
invested, provided always that it shall have
obtained approval of the competent
authorities of the country where the
securities are to be bought or sold;
(c) guarantee securities in which it has invested,
in order to facilitate their sale;
(d) underwrite, or participate in the
underwriting of, securities issued by any
enterprise or entity for purposes consistent
with the purpose and functions of the Bank;
(e) invest or deposit funds, not needed in its
operations, in the territories of members or
of substantial contributors to the resources
of the Bank, in such obligations or
institutions of members or substantial
contributors, or nationals thereof, as it may
determine, except where the Board of
Directors by a vote of not less than three-
fourths of the total voting power of the
members determines otherwise;
(f) assist regional members in matters
relating to the foreign placement of official
loans;
(g) borrow from Governments, their
political sub- divisions and
instrumentalities, and international
organizations, on such terms and conditions
as may be agreed upon between the Bank
and the lender;


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(h) provide technical assistance which serves its
purpose and comes within its functions,
and where expenditures incurred in
furnishing such services are not
reimbursable, charge the income of the Bank
therewith; and
(i) exercise such other powers and adopt such
rules and regulations as may be necessary
or appropriate in furtherance of its purpose
and functions and consistent with the
provisions of this Agreement.
ARTICLE 21
NOTICE TO BE PLACED ON SECURITIES
Every security issued or guaranteed by the Bank shall
include a statement to the effect that it is not an obligation of
any Government, unless it is in fact the obligation of a
particular Government, in which case it shall so state.
CHAPTER V
CURRENCIES
ARTICLE 22
VALUATION OF CURRENCIES AND
DETERMINATION
OF CONVERTIBILITY
Whenever the Bank considers it necessary under this
Agreement:
(a) to value any currency in terms of another
currency or of gold; or

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(b) to determine whether any currency is
convertible;
such valuation or determination, as the case may be,
shall be reasonably made by the Bank after consultation with
the International Monetary Fund.

ARTICLE 23
USE OF CURRENCIES
1. The currency of any member held by the Bank as
part of its ordinary capital resources, however acquired, may
be used by the Bank or by any recipient from the Bank,
without restriction by that member, to make payments for
expenditures within, or for goods and services produced in,
the territory of that member.
2. Members may not maintain or impose any
restrictions on the holding or use by the Bank or by any
recipient from the Bank, for payments in any country, of gold
or any currency received by the Bank and included in its
ordinary capital resources; except that a regional member
may, after consultation with and subject to periodic review by
the Bank, restrict, in whole or in part, to expenditure in the
territory of that member the use of its currency paid in as, or
derived as repayments of principal from, currency of the
member paid pursuant to paragraph 2 (b) of Article 7.
3. The use of any currency received and held by the
Bank as part of its special funds resources shall be
governed by the rules, regulations and agreements
pertaining thereto and made by virtue of the provisions of
Article 8.
4. Gold or currencies held by the Bank may not be
used by the Bank to purchase currencies of members or non-
members except with the approval of the member or
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members whose currencies are involved, but may be so
used without such approval:
(i) in order to meet the obligations of the
Bank in the ordinary course of its
business; or
(ii) if the currency to be used for such
purchase is the currency of a member
received by the Bank as a payment on
account of the subscription of another
member; or
(iii) pursuant to a decision of the Board of
Directors by a vote of the Directors
representing not less than two-thirds
of the total voting power of the
members.

5. Nothing in this Agreement shall preclude the Bank
from using the currency of any member for administrative
expenses incurred by the Bank in the territory of that
member.
ARTICLE 24
MAINTENANCE OF VALUE OF THE
CURRENCY HOLDINGS OF THE BANK
1. Whenever the par value in the International
Monetary Fund of the currency of a member is reduced or the
foreign exchange value of such currency has, in the opinion
of the Bank, depreciated to a significant extent within its
territories, that member shall pay to the Bank within a
reasonable time an additional amount of its currency
sufficient to maintain the value as of the time of subscription
of the amount of such currency which is held or subsequently
received by the Bank (whether or not any such currency is
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held in the form of notes or other obligations issued pursuant
to paragraph 5 of Article 7 and consisting of or derived as
repayments of principal from, currency originally paid to the
Bank by such member pursuant to paragraph 2(a) or
paragraph 2(b) of Article 7, or any additional currency paid
pursuant to the provisions of the present paragraph;
provided, however, that, to the extent that the Bank shall, in
its opinion, have received from any borrower of such
currency, or from any guarantor, amounts paid solely as a
result of such reduction in par value or of such depreciation,
the Bank shall pro tanto relieve that member of its obligations
under the present paragraph.
2. Whenever the par value of the currency of a
member is increased, the Bank shall pay to that member
within a reasonable time an amount of such currency equal to
the increase in the value of that amount of the member’s
currency held or subsequently received by the Bank to which
paragraph 1 of this Article would be applicable; provided,
however, that the Bank shall not be obligated to make such
payment to the extent that the benefit of any such increase in
par value shall have been passed on by the Bank to any
borrower or guarantor as a corollary of the obligation of
either to make increased payments to the Bank in case of a
decrease in the par value of such currency.

3. The provisions of the preceding two paragraphs
may be waived or deemed inoperative by the Bank when a
uniform change in the par values of the currencies of all its
members is made by the International Monetary Fund.
4. Amounts paid by a member pursuant to the
provisions of paragraph 1 of this Article to maintain the value
of any of its currency shall be useable and convertible to the
same extent as the original currency in respect of which such
amounts are paid.

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5. In the case of a member whose currency does not
have a par value established with the International Monetary
Fund, the initial value of such currency in terms of dollars
shall be as determined by the Bank pursuant to paragraph 3
of Article 7, or otherwise, for purposes of payments by such
member on account of its subscription. The Bank may, from
time to time, thereafter, make a similar determination with
respect to the value in terms of dollars of such currency. For
the purposes of the provisions of paragraphs 1 and 2 of this
Article, the value so determined from time to time shall be
treated as if it were the par value of such currency.
CHAPTER VI
ORGANIZATION AND MANAGEMENT
ARTICLE 25
STRUCTURE
The Bank shall have a Board of Governors, a Board of
Directors, a President, a Vice-President, and such other
officers and staff as may be considered necessary.

ARTICLE 26
BOARD OF GOVERNORS: COMPOSITION
1. Each member shall be represented on the Board of
Governors and shall appoint one governor and one alternate.
Each governor and alternate shall serve at the pleasure of the
appointing member. No alternate may vote except in the
absence of his principal. 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.
2. Governors and alternates shall serve as such
without remuneration from the Bank, but the Bank may pay
them reasonable expenses incurred in attending meetings.
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ARTICLE 27
BOARD OF GOVERNORS: POWERS
1. All the powers of the Bank shall be vested in the
Board of Governors.
2. The Board of Governors may delegate to the Board
of Directors any or all its powers, except the power to:
(a) admit new members and determine the
conditions of their admission;
(b) increase or decrease the authorized capital
stock of the Bank;
(c) suspend a member;
(d) decide appeals from decisions
regarding the interpretation or application
of this Agreement made by the Board of
Directors;
(e) authorize the conclusion of general
agreements for cooperation with
Governments and with other international
organizations;
(f) elect the directors and the President of the
Bank;
(g) determine the remuneration of the directors
and their alternates;
(h) determine the reserves and the distribution
of the net profits of the Bank;
(i) amend this Agreement;
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(j) decide to terminate the operations of the
Bank and to distribute its assets;
(k) select external auditors to certify the
general balance sheet and the statement of
profit and loss of the Bank and to select such
other experts as may be necessary to
examine and report on the general
management of the Bank;
(l) approve, after reviewing the report of the
external auditors, the general balance sheet
and statements of profit and loss of the
Bank; and
(m) exercise such other powers as are
expressly assigned to the Board of
Governors in this Agreement.
3. The Board of Governors shall retain full power to
exercise authority over any matter delegated to the Board of
Directors in accordance with paragraph 2 of this Article.
ARTICLE 28
BOARD OF GOVERNORS; PROCEDURE
1. The Board of Governors shall hold an annual
meeting and such other meetings as may be provided for by
the Board of Governors or called by the Board of Directors.
Meetings of the Board of Governors other than the annual
meeting shall be called by the Board of Directors whenever
requested by a majority of the members of the Bank.
2. A majority of the total number of the governors
shall constitute a quorum for any meeting of the Board of
Governors, provided such majority represents not less than
two-thirds of the total voting power of the members.
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3. The Board of Governors may by regulation
establish a procedure whereby the Board of Directors, when
the latter deems such action advisable, may obtain a vote of
the governors on a specific question without calling a meeting
of the Board of Governors.
4. The Board of Governors may establish such
subsidiary bodies as may be necessary or appropriate for the
conduct of the business of the Bank.
ARTICLE 29
BOARD OF DIRECTORS: COMPOSITION
1. (a) The Board of Directors shall be composed of
seven (7) members of whom:
(i) five (5) shall be selected by the
governors representing regional
members; and
(ii) two (2) shall be selected by the
governors representing non-regional
members.
(b) When other States or Territories become
members, the Board of Governors may, by a
vote of not less than two-thirds of the total
number of the governors representing not
less than three-fourths of the total voting
power of the members, increase the total
number of directors.
(c) The directors shall be selected in accordance
with rules of procedure to be adopted by the
Board of Governors by a vote of not less
than two-thirds of the total number of the
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governors representing not less than three-
fourths of the total voting power of the
members. The said rules shall give effect to
the principles relating to regional directors
set out in Part I of Annex B to this
Agreement. Until such rules have been
adopted, the directors shall be selected in
accordance with Part II of the said Annex B.
2. Directors shall be persons of high competence in
economic and financial matters and shall be selected with due
regard to the principle of equitable geographical distribution.

3. Each director shall appoint an alternate with full
power to act for him when he is not present.
4. Directors shall hold office for a term of two (2)
years and shall be eligible for selection for a further term or
terms of office. They shall continue in office until their
successors shall have been selected and assumed office. If the
office of a director becomes vacant before the expiration of his
term of office the vacancy shall be filled by a new director
who shall be selected by the governors representing the
members who selected his predecessor and he shall hold
office for the remainder of the term of office of his
predecessor.
ARTICLE 30
BOARD OF DIRECTORS: POWERS
The Board of Directors shall be responsible for the
direction of the general operations of the Bank and, for this
purpose shall, in addition to the powers assigned to it
expressly in this Agreement, exercise all the powers delegated
to it by the Board of Governors, and in particular:
(a) prepare the work of the Board of Governors;

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(b) in conformity with the general directions of
the Board of Governors, take decisions
concerning loans, guarantees, investments
in equity capital, borrowing by the Bank,
furnishing of technical assistance, and other
operations of the Bank;
(c) submit the accounts for each financial year
to the Board of Governors at each annual
meeting; and
(d) approve the budget of the Bank.
ARTICLE 31
BOARD OF DIRECTORS: PROCEDURE
1. The Board of Directors shall normally function at
the principal office of the Bank and shall meet as often as the
business of the Bank may require.

2. A majority of the directors shall constitute a
quorum for any meeting of the Board of Directors,
provided that such majority represents not less than two-
thirds of the total voting power of the members.
3. The Board of Governors shall adopt regulations
under which a member may send a representative to attend
any meeting of the Board of Directors when a matter
particularly affecting that member is under consideration.
ARTICLE 32
VOTING
1. Each member shall have 150 votes plus one
additional vote for each share of capital stock held by it.

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2. In voting in the Board of Governors, each governor
shall be entitled to cast the votes of the member he represents.
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 members represented at
the meeting.
3. In voting in the Board of Directors, each director
shall be entitled to cast the number of votes of the member or
members whose votes counted towards his selection, which
votes must be cast as a unit. Except as otherwise expressly
provided in this Agreement, all matters before the Board of
Directors shall be determined by a majority of the voting
power of the members represented at the meeting.
ARTICLE 33
THE PRESIDENT
1. The Board of Governors, by a vote of not less than
two-thirds of the total number of the governors representing
not less than three-fourths of the total voting power of the
members, shall elect a President of the Bank. The President,
while holding office, shall not be a governor or a director or
an alternate for either.

2. The term of office of the President shall be for such
period not exceeding five (5) years as the Board of Governors
may determine. He may be reselected. He shall, however,
cease to hold office when the Board of Governors so decides
by a vote of not less than two-thirds of the total number of
the governors representing not less than three-fourths of
the total voting power of the members.
3. The President shall be Chairman of the Board of
Directors, but shall have no right to vote, except to vote in
case of an equal division. He may participate in meetings of
the Board of Governors but shall not vote.
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4. The President shall be chief executive officer of the
Bank and shall conduct, under the direction of the Board of
Directors, the current business of the Bank. He shall be
responsible for the organization, appointment and dismissal
of the officers and staff, subject to the general control of the
Board of Directors.
5. The President and the Vice-President shall be
persons possessing extensive experience in matters relating to
finance and development in the public or private sector.
6. In appointing the officers and staff, the President
shall, subject to the paramount importance of securing the
highest standards of efficiency and technical competence, pay
due regard to the recruitment of personnel on as equitable a
geographical basis as possible.
ARTICLE 34
THE VICE-PRESIDENT
1. A Vice-President shall be appointed by the Board
of Directors on the recommendation of the President. The
Vice-President shall hold office for such term, exercise such
authority and perform such functions in the administration
of the Bank as may be determined by the Board of Directors.
In the absence or incapacity of the President, or while that
office is vacant, the Vice-President shall exercise the
authority and perform the functions of the President.

2. The Vice-President may participate in meetings of
the Board of Directors but shall have no vote at such
meetings, except that the Vice- President shall cast the
deciding vote when acting in place of the President.

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ARTICLE 35
INTERNATIONAL CHARACTER OF THE BANK:
PROHIBITION OF POLITICAL ACTIVITY
1. The Bank shall not accept loans or assistance that
may in any way prejudice or otherwise alter its purpose or
functions.
2. The Bank, its President, Vice-President, officers and
staff 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 concerned. Only economic
considerations relevant to the purpose and functions of the
Bank shall be brought to bear upon their decisions. Such
considerations shall be weighed impartially in order to
achieve and carry out the purpose and functions of the Bank.
3. The President, Vice-President, officers and staff of
the Bank, in the discharge of their offices, owe their duty
entirely to the Bank and to no other authority. Each member
of the Bank shall respect the international character of this
duty and shall refrain from all attempts to influence any of
them in the discharge of their duties.
ARTICLE 36
OFFICE OF THE BANK
1. The principal office of the Bank shall be located in
Barbados.
2. The Bank may establish agencies or branch offices
elsewhere.


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ARTICLE 37
CHANNEL OF COMMUNICATIONS,
DEPOSITORIES
1. Each member shall designate an appropriate
official entity with which the Bank may communicate in
connection with any matter arising under this Agreement.
2. Each member shall designate its central bank, or
such other institution as may be agreed upon with the Bank,
as a depository with which the Bank may keep any of its
holdings of the currency of that member as well as other
assets of the Bank.
ARTICLE 38
OFFICIAL LANGUAGE AND REPORTS
1. The official language of the Bank shall be English.
2. The Bank shall transmit to members an Annual
Report containing an audited statement of its accounts and
shall publish such Report. It shall also transmit quarterly to
its members a summary statement of its financial position and
a profit and loss statement showing the results of its
operations.
3. The Bank may also publish such reports as it
deems desirable in the carrying out of its purpose and
functions. Such reports shall be transmitted to the members of
the Bank.
4. The accounts of the Bank shall be audited by
external auditors of high international standing selected by
the Board of Governors.

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ARTICLE 39
ALLOCATION OF NET INCOME
1. The Board of Governors shall determine at least
annually the disposition of the net income of the Bank 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,
notwithstanding the provision of Article 12, be allocated to
any special fund, including the Special Development Fund, or
distributed to the members.
2. The Board of Governors shall determine at least
annually the disposition of the net income of the Bank arising
from its special operations, subject to any rules or regulations
governing each special fund and any agreement relating
thereto.
3. Any distribution of net income under paragraph 1
of this Article shall be made to each member in the proportion
which the total payments made by that member under
paragraph 2 (a) of Article 7 and the average amount of loans
outstanding during the year made out of currency
corresponding to its subscription under paragraph 2 (b) of
Article 7 bears to the total of such amounts for all members.
4. Payments shall be made in such manner and in
such currency as the Board of Governors shall determine.
CHAPTER VII
WITHDRAWAL AND SUSPENSION OF
MEMBERS: TEMPORARY SUSPENSION AND
TERMINATION OF OPERATIONS OF THE BANK

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ARTICLE 40
WITHDRAWAL
1. Any member may withdraw from the Bank at any
time by delivering a notice in writing to the Bank at its
principal office.
2. Withdrawal by a member shall become effective,
and its membership shall cease, on the date specified in its
notice, but in no event less than six (6) months after the date
that notice has been received by the Bank. However, at any
time before the withdrawal becomes effective, the member
may notify the Bank in writing of the cancellation of its notice
of intention to withdraw.

3. A member which has given notice of its withdrawal
from the Bank shall remain liable for all direct and contingent
obligations to the Bank to which it was subject at the date of
delivery of the withdrawal notice. If the withdrawal becomes
effective, the member shall not incur any liability for
obligations resulting from operations of the Bank effected
after the date on which the notice of withdrawal was received
by the Bank.
ARTICLE 41
SUSPENSION OF MEMBERSHIP
1. If a member fails to fulfil any of its obligations to
the Bank, the Board of Governors may suspend such member
by a vote of not less than two-thirds of the total number of the
governors of other members representing not less than three-
fourths of the total voting power of the other members. The
member concerned shall have no vote.
2. The member so suspended shall automatically
cease to be a member of the Bank one (1) year from the date of
its suspension unless the Board of Governors, during that
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period, decides by the same majority necessary for
suspension to restore the member to good standing.
3. While under suspension, a member shall not be
entitled to exercise any rights under this Agreement, except
the right of withdrawal, but shall remain subject to all its
obligations.
ARTICLE 42
SETTLEMENT OF ACCOUNTS
1. After the date on which a State or Territory ceases
to be a member, that former member shall remain liable for its
direct obligations to the Bank and for its contingent liabilities
to the Bank so long as any part of the loans or guarantees
contracted before it ceased to be a member is outstanding; but
it shall not incur liabilities with respect to loans and
guarantees entered into thereafter by the Bank nor share
either in the income or the expenses of the Bank.

2. At the time a State or Territory ceases to be a
member, the Bank shall arrange for the repurchase of such
member’s shares by the Bank as a part of the settlement of
accounts with such member in accordance with the
provisions of paragraphs 3 and 4 of this Article. For this
purpose, the repurchase price of the shares shall be the value
shown by the books of the Bank on the date of cessation of
membership.
3. The repayment for shares repurchased by the Bank
under this Article shall be governed by the following
conditions:
(a) Any amount due to the member concerned
for its shares shall be withheld so long as
that member, its central bank or any of its
political sub-divisions or agencies remains
liable, as borrower or guarantor, to the Bank
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and such amount may, at the option of the
Bank, be applied on any such liability as it
matures. No amount shall be withheld on
account of the contingent liability of the
member for future calls on its subscription
for shares in accordance with paragraph 6 of
Article 7. In any event, no amount due to a
member for its shares shall be paid until six
(6) months after the date on which its
membership ceases.
(b) Payments for shares may be made from time
to time, upon their surrender by the former
member concerned, to the extent by which
the amount due to the repurchase price in
accordance with paragraph 2 of this Article
exceeds the aggregate amount of liabilities
on loans and guarantees referred to in sub-
paragraph (a) of this paragraph, until the
former member has received the full
repurchase price.
(c) Payments shall be made in such
available currencies as the Bank determines,
taking into account its financial position.
(d) If losses are sustained by the Bank on any
guarantees or loans which were outstanding
on the date of cessation of membership and
the amount of such losses exceeds the
amount of the reserve provided against
losses on that date, the former member
concerned shall repay, upon demand, the
amount by which the repurchase price of its
shares would have been reduced if the
losses had been taken into account when the
repurchase price was determined. In
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addition, the former member shall remain
liable on any call for unpaid subscriptions in
accordance with paragraph 6 of Article 7, to
the same extent that it would have been
required to respond if the impairment of
capital had occurred and the call had been
made at the time the repurchase price of its
shares was determined.
4. If the Bank terminates its operations pursuant to
Article 44 within six (6) months of the date upon which the
membership of any member ceases, all rights of the
member concerned shall be determined in accordance with
the provisions of Articles 44 to 46. That member shall be
considered as still a member for purposes of such Articles but
shall have no voting rights.
ARTICLE 43
TEMPORARY SUSPENSION OF OPERATIONS
In an emergency, the Board of Directors may
temporarily suspend operations in respect of new loans
and guarantees, pending an opportunity for further
consideration and action by the Board of Governors.
ARTICLE 44
TERMINATION OF OPERATIONS
1. The Bank may terminate its operations by
resolution of the Board of Governors approved by a vote of
not less than two-thirds of the total number of governors
representing not less than three-fourths of the total voting
power of the members.
2. After such termination, the Bank shall forthwith
cease all activities, except those incident to the orderly
realization, conservation and preservation of its assets and
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settlement of its obligations.

ARTICLE 45
LIABILITY OF MEMBERS AND PAYMENT
OF CLAIMS
1. In the event of termination of the operations of the
Bank, the liability of all members for uncalled subscriptions to
the capital stock of the Bank and in respect of the depreciation
of their currencies shall continue until all claims of creditors,
including all contingent claims, shall have been discharged.
2. All creditors holding direct claims shall first be
paid out of the assets of the Bank and then out of payments to
the Bank on unpaid or callable subscription. Before making
any payments to creditors holding direct claims, the
Board of Directors shall make such arrangements as are
necessary, in its judgment, to ensure a pro rata distribution
among holders of direct and contingent claims.
ARTICLE 46
DISTRIBUTION OF ASSETS
1. No distribution of assets shall be made to members
on account of their subscriptions to the capital stock of the
Bank until all liabilities to creditors shall have been
discharged or provided for. Moreover, such distribution must
be approved by the Board of Governors by a vote of not less
than two-thirds of the total number of governors representing
not less than three-quarters of the total voting power of the
members.
2. Any distribution of the assets of the Bank to the
members shall be in proportion to the capital stock held by
each member and shall be effected at such times and under
such conditions as the Bank shall deem fair and equitable. The
shares of assets distributed need not be uniform as to type of
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assets. No member shall be entitled to receive its share in
such a distribution of assets until it has settled all its
obligations to the Bank.
3. Before any distribution of assets is made the Board
of Directors shall value the assets to be distributed as at the
date of distribution and then proceed to distribute in the
following manner—
(i) There shall be paid to each member
in its own obligations or those of its
official agencies or legal entities
within its territories, insofar as they
are available for distribution, an
amount equivalent in value to
its proportionate share of the total
amount to be distributed.
(ii) Any balance due to a member after
payment has been made under (i)
above shall be paid, in its own
currency, insofar as it is held by the
Bank, up to an amount equivalent in
value to such balance.
(iii) Any balance due to a member after
payment has been made under (i)
and (ii) above shall be paid in gold or
currency acceptable to the member,
insofar as they are held by the Bank,
up to an amount equivalent in value
to such balance.
(iv) Any remaining balance due to a
member after payment has been
made under (i), (ii), and (iii) shall be
satisfied out of the remaining assets
held by the Bank.
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4. Any member receiving assets distributed pursuant
to this Article shall enjoy the same rights with respect to such
assets as the Bank enjoyed before their distribution.
CHAPTER VIII
STATUS, IMMUNITIES, EXEMPTIONS
AND PRIVILEGES
ARTICLE 47
PURPOSE OF CHAPTER
To enable the Bank effectively to fulfil its purpose and
carry out the functions entrusted to it, the status, immunities,
exemptions and privileges set forth in this Chapter shall be
accorded to the Bank in the territory of each member.

ARTICLE 48
LEGAL STATUS
1. The Bank 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.
2. The Bank may enter into agreements with
member, non-member States and other international
organizations.

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ARTICLE 49
LEGAL PROCESS
1. The Bank shall enjoy immunity from every form of
legal process, except in cases arising out of or in connection
with the exercise of its powers to borrow money, to guarantee
obligations, or to buy and sell or underwrite the sale of
securities, in which cases actions may be brought against the
Bank in a court of competent jurisdiction in the territory of a
member in which the Bank has its principal or a branch office,
or in the territory of a member or non-member State where it
has appointed an agent for the purpose of accepting service or
notice of process, or has issued or guaranteed securities.
2. Notwithstanding the provisions of paragraph 1 of
this Article, no action shall be brought against the Bank by
any member, or by any agency of a member, or by any entity
or person directly or indirectly acting for or deriving claims
from a member. Members shall have recourse to such special
procedures for the settlement of disputes between the Bank
and its members as may be provided for in this Agreement, in
by-laws and regulations of the Bank, or in contracts entered
into with the Bank.

3. The Bank shall also make provision for appropriate
modes of settlement of disputes in cases which do not
come within the provisions of paragraph 2 of this Article and
which are subject to the immunity of the Bank by virtue of
paragraph 1 of that Article.
4. The Bank and its property and assets, wheresoever
located and by whomsoever held, shall be immune from all
forms of seizure, attachment or execution before the delivery
of final judgment against the Bank.

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ARTICLE 50
IMMUNITY OF ASSETS
Property and assets of the Bank, 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.
ARTICLE 51
IMMUNITY OF ARCHIVES
The archives of the Bank and, in general, all
documents, belonging to it, or held by it, shall be inviolable,
wherever located.
ARTICLE 52
FREEDOM OF ASSETS FROM RESTRICTIONS
To the extent necessary to carry out the purpose and
functions of the Bank effectively and subject to the provisions
of this Agreement, the Bank
(a) may hold assets of any kind and
operate accounts in any currency; and
(b) shall be free to transfer its assets
from one country to another or within any
country and to convert any currency held by
it into any other currency,

without being restricted by financial controls, regulations or
moratoria of any kind.

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ARTICLE 53
PRIVILEGE FOR COMMUNICATIONS
Official communications of the Bank shall be accorded
by each member treatment not less favourable than that it
accords to the official communications of any other member.
ARTICLE 54
IMMUNITIES AND PRIVILEGES OF BANK
PERSONNEL
All governors, directors, alternates, officials and
employees of, and experts performing missions for, the Bank:
(a) shall be immune from legal process with
respect to acts performed by them in their
official capacity;
(b) where they are not local citizens or
nationals, shall be accorded such immunities
from immigration restrictions, alien
registration requirements and national
service obligations, and such facilities as
regards exchange regulations, as are not
less favourable than those accorded by the
member concerned to the representatives,
officials and employees of comparable rank
of any other member;
(c) shall be given such repatriation facilities in
time of international crisis as are not less
favourable than those accorded by the
member concerned to the representatives,
officials and employees of comparable rank
of any other member.
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ARTICLE 55
EXEMPTION FROM TAXATION
1. The Bank, its assets, property, income and its
operations and transactions, shall be exempt from all direct
taxation and from all customs duties on goods imported for
its official use.
2. Notwithstanding the provisions of paragraph 1 of
this Article, the Bank will not claim exemption from taxes
which are no more than charges for public utility services.
3. The Bank will not normally claim exemption from
excise duties, and from taxes on the sale of movable and
immovable property, which form part of the price to be paid.
Nevertheless, when the Bank is making important purchases
for official use of property on which such duties and taxes
have been charged or are chargeable, members will,
whenever possible make appropriate administrative
arrangements for the remission or return of the amount of
duty or tax.
4. Articles imported under an exemption from
customs duties as provided by paragraph 1 of this Article, or
in respect of which a remission or return of duty or tax has
been made under paragraph 3, shall not be sold in the
territory of the member which granted the exemption,
remission or return except under conditions agreed with that
member.
5. No tax shall be levied on or in respect of
salaries and emoluments paid by the Bank to directors,
alternates, officers or employees of the Bank, including
experts performing missions for the Bank, but members
reserve the right to tax their own citizens or nationals or
persons permanently resident in the territories of such
members.
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6. No tax of any kind shall be levied on any
obligation or security issued by the Bank, including any
dividend or interest thereon, by whomsoever held—

(a) which discriminates against such obligation
or security solely because it is issued by the
Bank; or
(b) if the sole jurisdictional basis for such
taxation is the place of the currency in which
it is issued, made payable or paid, or the
location of any office or place of business
maintained by the Bank.
7. No tax of any kind shall be levied on any
obligation or security guaranteed by the Bank, including any
dividend or interest thereon, by whomsoever held—
(a) which discriminates against such
obligation or security solely because it is
guaranteed by the Bank; or
(b) if the sole jurisdictional basis for such
taxation is the location of any office or place
of business maintained by the Bank.
ARTICLE 56
IMPLEMENTATION
Each member shall promptly inform the Bank of the
action which it has taken to make effective the provisions of
this Chapter in its territory.

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ARTICLE 57
WAIVER OF IMMUNITIES, EXEMPTIONS
AND PRIVILEGES
The immunities, exemptions and privileges provided
in this Chapter are granted in the interests of the Bank. The
Board of Directors may waive to such extent and upon
such conditions as it may determine, the immunities,
exemptions and privileges provided in this Chapter in cases
where such action would, in its opinion, be appropriate in
the best interest of the Bank. The President shall have the
right and the duty to waive any immunity, exemption or
privilege in respect of any officer or employee of, or any
expert performing a mission for, the Bank where, in his
opinion, the immunity, exemption or privilege would impede
the course of justice and can be waived without prejudice to
the interests of the Bank. In similar circumstances and under
the same conditions, the Board of Directors shall have the
right and duty to waive any immunity, exemption or
privilege respecting the President and the Vice-President.
CHAPTER IX
AMENDMENTS, INTERPRETATION, ARBITRATION
ARTICLE 58
AMENDMENTS
1. This Agreement may be amended only by a
resolution of the Board of Governors 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.
2. Notwithstanding the provisions of paragraph 1 of
this Article, the unanimous agreement of the Board of
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Governors shall be required for the adoption of any
amendment modifying:
(a) the right to withdraw from the Bank;
(b) the limitations on liability provided in
paragraphs 7 and 8 of Article 6; and
(c) the rights pertaining to the subscriptions of
capital stock provided in paragraph 3 of
Article 6.
3. Any proposal to amend this Agreement, whether
emanating from a member or from the Board of Directors,
shall be communicated to the Chairman of the Board of
Governors, who shall communicate the proposal to each
member and then bring it before the Board of Governors.
When an amendment has been adopted, the Bank shall certify
it in a formal communication addressed to all members.
Amendments shall enter into force for all members three (3)
months after the date of the formal communication unless
the Board of Governors specifies therein a different period.

4. The foregoing provisions of this Article shall be
subject to the terms of the Protocol annexed hereto which
shall have effect only for the purposes and during the
meeting specified therein.
ARTICLE 59
INTERPRETATION AND APPLICATION
1. Any question of interpretation or application of the
provisions of this Agreement not otherwise expressly
provided for shall be submitted to the Board of Directors
for decision. A member particularly affected by the question
under consideration shall have the right to make direct
representation to the Board of Directors at the meeting of the
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Board at which the question is considered. Such right shall be
regulated by the Board of Governors.
2. In any case where the Board of Directors has given
a decision under paragraph 1 of this Article, any member may
require that the question be referred to the Board of
Governors, whose decision shall be final. Pending the
decision of the Board of Governors, the Bank may, so far as it
deems it necessary, act on the basis of the decision of the
Board of Directors.
ARTICLE 60
ARBITRATION
If a dispute should arise between the Bank and a State
or Territory which ceases to be a member, or between the
Bank and any member after adoption of a resolution to
terminate the operations of the Bank, 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
the Chairman. If within thirty days of the request for
arbitration either party has not appointed an arbitrator or if
within fifteen days of the appointment of two arbitrators
the third arbitrator has not been appointed, either party
may request the President of the International Court of
Justice, or such other authority as may have been prescribed
by regulations adopted by the Board of Governors, 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. A majority vote of the
arbitrators shall be sufficient to reach a decision which shall
be final and binding upon the parties.

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ARTICLE 61
APPROVAL DEEMED GIVEN
Whenever the approval of any member is required
before any act may be done by the Bank, approval shall be
deemed to have been given unless the member presents an
objection within such reasonable period as the Bank may fix
when notifying the member of the proposed act.
CHAPTER X
FINAL PROVISIONS
ARTICLE 62
SIGNATURE AND DEPOSIT
1. This Agreement shall be deposited with the
Secretary-General of the United Nations (hereinafter called
the “Depository”) and shall remain open until 14
November, 1969 for signature by the Governments listed in
Annex A to this Agreement,
2. In the case of Territories in the region which are not
fully responsible for the conduct of their international
relations and where the Government of the State
responsible for the conduct of the international relations of
the Territory does not sign, ratify, or accede to this Agreement
on its behalf, such Territory shall at the time of signing or
acceding to this Agreement in pursuance of Article 63 present
an instrument issued by the Government of the State
responsible for the conduct of the international relations
of that Territory confirming that the latter has authority to
conclude this Agreement and to assume rights and
obligations under it.
3. The Depository shall transmit certified copies of
this Agreement to all the signatories and other States and
Territories which become members of the Bank.
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ARTICLE 63
RATIFICATION, ACCEPTANCE, ACCESSION
AND ACQUISITION OF MEMBERSHIP
1. (a) This Agreement shall be subject to
ratification or acceptance by the signatories.
Instruments of ratification or acceptance
shall be deposited by the signatories with
the Depository before 30 April 1970. The
Depository shall notify the other signatories
of each deposit and the date thereof.
(b) A signatory whose instrument of ratification
or acceptance is deposited on or before the
date on which this Agreement enters into
force, shall become a member of the Bank on
that date, and a signatory whose instrument
of ratification or acceptance is deposited
after that date, but before 30 April 1970,
shall become a member on the date of
deposit of its instrument of ratification or
acceptance.
2. After 30 April 1970 a State or Territory may become
a member of the Bank by accession to this Agreement on such
terms as the Board of Governors shall determine in
accordance with paragraph 3 of Article 3. Any such State or
Territory shall deposit, on or before a date appointed by the
Board, an instrument of accession with the Depository
who shall notify such deposit and the date thereof to the Bank
and to the parties to this Agreement. Upon such deposit, the
State or Territory shall become a member of the Bank on the
appointed date in accordance with that paragraph.
3. A member may, when depositing its instrument of
ratification or acceptance, declare that in its territory the
immunity conferred by paragraph 1 of Article 49 and
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subparagraph (a) of Article 54 shall not apply in relation to a
civil action arising out of an accident caused by a motor
vehicle belonging to the Bank or operated on its behalf or to a
traffic offence committed by the driver of such a vehicle.

The member may also declare that the privilege
conferred by Article 53 shall be restricted in its territory to
treatment not less favourable than the member accords to
international financial institutions of which it is a member,
and that the exemption referred to in paragraph 6 (b) of
Article 55 shall not extend to any bearer instrument
issued by the Bank in its territory or issued elsewhere by the
Bank and transferred in its territory.
ARTICLE 64
ENTRY INTO FORCE
This Agreement shall enter into force upon the
deposit of instruments of ratification or acceptance by eight
(8) signatories, including at least one non-regional State,
whose initial subscriptions, as set forth in Annex A to this
Agreement, in aggregate comprise not less than sixty (60) per
cent of the authorized capital stock of the Bank, provided that
1st December, 1969 shall be the earliest date on which this
Agreement may enter into force.
ARTICLE 65
INAUGURAL MEETING
As soon as this Agreement enters into force, each
member shall appoint a governor, and the Secretary-General
of the Commonwealth Caribbean Regional Secretariat shall
call the inaugural meeting of the Board of Governors.

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IN WITNESS WHEREOF the undersigned
plenipotentiaries, being duly authorized thereto by their
respective Governments, have signed the present Agreement.
DONE AT Kingston, Jamaica, this eighteenth day of
October, one thousand nine hundred and sixty-nine.
For ANTIGUA
V. C. BIRD

For BAHAMAS
CARLTON E. FRANCIS
For BARBADOS
ERROL W. BARROW
For BELIZE
A. A. HUNTER
For BRITISH VIRGIN ISLANDS
IVAN DAWSON
For CANADA
PAUL MARTIN
For CAYMAN ISLANDS
D. V. WATLER
For DOMINICA
E. O. LeBLANC
For GRENADA
GEO F. HOSTEN
For GUYANA
P. A. REID

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For JAMAICA
E. SEAGA
For MONTSERRAT
W. H. BRAMBLE
For ST. KITTS-NEVIS-ANGUILLA
ROBT. L. BRADSHAW
For ST. LUCIA
J. C. COMPTON

For ST. VINCENT
HUDSON K. TANNIS
For TRINIDAD AND TOBAGO
KAMALUDDIN MOHAMMED
For TURKS AND CAICOS ISLANDS
R. E. WAINWRIGHT
For UNITED KINGDOM
GEORGE THOMPSON
ANNEX A
States and Territories which may become Members in
accordance with paragraph 2 of Article 3, and their initial
subscriptions to the Authorized Capital Stock.


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(Article 6, Paragraph 1)
CATEGORY A CATEGORY B
Regional States and Territories Non-Regional States
No. of Shares No. of Shares
______ _______
1. Jamaica 2,240 1. Canada 2,000
2. Trinidad and Tobago 1,540 2. United Kingdom 2,000
3. Bahamas 660 Sub-total 4,000
4. Guyana 480 Grand total 10,000
5. Barbados 280
6. Antigua 100
7. Belize 100
8. Dominica 100
9. Grenada 100
10. St. Kitts-Nevis-
Anguilla 100
11. St. Lucia 100
12. St. Vincent 100
13. Montserrat 25
14. British Virgin Islands 25
15. Cayman Islands 25
16. Turks and Caicos
Islands 25
______
Sub-Total 6,000

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ANNEX B
SELECTION OF DIRECTORS
PART I
Principles for the Selection of Directors Representing
Regional Members
Of the five (5) directors to be selected pursuant to
paragraph 1 (a) (i) of Article 29:
(a) one (1) director shall be selected by
each of the governors representing the
two (2) regional members having the
largest number of shares of the capital stock
of the Bank;
(b) three (3) shall be selected by the
Governors representing the other regional
members.
PART II
Selection of Directors Pending Adoption of the Rules of
Procedure
1. Regional Members:
(a) one (1) director shall be selected by the
governor representing Jamaica;
(b) one (1) director shall be selected by the
governor representing Trinidad and Tobago;
(c) one (1) director shall be selected jointly
by the governors representing Guyana and
Barbados;
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(d) one (1) director shall be selected jointly
by the governors representing Bahamas and
Belize; and
(e) one (1) director shall be selected jointly
by the governors representing
Antigua
British Virgin Islands
Cayman Islands
Dominica
Grenada
Montserrat
St. Kitts-Nevis-Anguilla
St. Lucia
St. Vincent
Turks and Caicos Islands
2. Non-Regional Members:
(a) one (1) director shall be selected by the
governor representing Canada; and

(b) one (1) director shall be selected by the
governor representing the United Kingdom.
PROTOCOL to Provide for Procedure for
Amendment of Article 36 of the Agreement Establishing the
Caribbean Development Bank at the Inaugural Meeting of the
Board of Governors.
The States and Territories parties to the Agreement
establishing the Caribbean Development Bank (hereinafter
referred to as “the Agreement”) hereby agree that
notwithstanding the provisions of Article 58 of the
Agreement, paragraph 1 of the Article 36 of the Agreement
may be amended at the inaugural Meeting of the Board of
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Governors of the Caribbean Development Bank by a
Resolution (on a motion which shall not be subject to
amendment and moved by the Governor for Jamaica)
approved by the vote of a simple majority of the governors
present and voting thereon representing more than one-half
of the voting powers of the governors present and voting
thereon.
__________________