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Caribbean Development Bank Act


Published: 1969-12-23

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CARIBBi3N DEVELOPMENT BANK

THE CARIBBEAN DEVELOPMENT BANK ACT ~ c t s
43 of 1969,
8 of 2008.

[23rd December, 1969. ]

0 1. This Act may be cited as the Caribbean Development Bank shon title. Act.
2. In this Act- Interpreta-

tion.

"the Bank Agreement" means the Agreement establishing
the Caribbean Development Bank the original of which
is deposited with the Secretary General of the United
Nations and of which the text of the Articles is set out in
the Schedule to this Act; Schedule.

"Bank" means the Caribbean Development Bank established
under the Bank Agreement;

"Minister" means the Minister responsible for fiance.

3. Acceptance by the Government of the Bank Agreement is Approval of
hereby approved. accepmcs ofBank '

Agreement.

4.-41) The Minister is authorized to pay for the account of Financial
Jamaica the amounts payable from time to time to the Bank provisions.

under the Bank Agreement:

Provided that the Bank of Jamaica may from time to t h e ,
subject to the terms of any agreement made by that Bank with

6 the Government, pay from its own funds such of the amounts aforesaid as may be specified in such agreement.
(2) The Minister may issue or cause to be issued to the

Bank non-negotiable, non-interest bearing notes or other
obligations and any sums payable in respect of such notes
or securities so issued shall be a charge on the Consolidated
Fund.

me lnhrioll of tLb page b authorlad by LN. lSUPOlll

CARIBBEAN DEVELOPMENT BAN. .

(3) The Minister may borrow fmm any person, any sum
or sums required for payments under this section and, for the
p w s e of such borrowing, he may create and issue any
securities bearing such rate of interest and subject to such
conditions as to repayment, redemption or otherwise as he
thinks fit.

' (4) The principal and interest of any securities issued
under subsection (3) and the expenses incurred in
connection with their issue shall be charged on the Consolidated
Fund.

(5) Subject to the tenns of any agreement to the con-
made by the Bank of Jamaica with the Government pursuant
to the proviso to subsection (I), any moneys received by
the Government fmm the Bank or raised by securities
under subsection (3) shall be paid into the Consolidated Fund
Account md shall form part of the Consolidated Fund md be
available in any manner in whichthat Fund is available.

(6) The Bank of Jamaica shall act as a depository for the
holdings of currency of Jamaica and other assets of the
Barmk.

Certain
provisions
of Bank
Agreement
given
force
of law in
Jemsica

Power of
Minister
lo make
orders.

5. The provisions of Articles 48 to 55 inclusive md of
Article 57 (Chapter VIII) of the Bank Agreement (which relate
to the status, immunities and privileges to be accorded to
the Bank) shall have the force of law in Jamaica.

*
6. The Minister may by order make such provisions as may

be necessary for carrying into effect my of the provisions of the
Bank Agreement.

[The iaderka of Ikk pop b artbodzed by LN. IUnOllJ

CARIBBEAN DEVELOPMENT BANK 3

7 4 1 ) Where any amendment to the Bank Agreement Amend-
is accepted by the Government, the Minister may by order
amend the Schedule by including therein the amendment ; z;;+
so accepted.

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

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

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

ment of

qucntial on
amend-

(2) Any order made under this section may contain rc:ule,

[The inclusion of this page is authorized by L.N. 480//9731

4 CARIBBEAN DEVELOPMENT BANK

SCHEDULE (Sections 2 and 7)

AGREEMENT ESTABLISHING THE CARIBBEAN
DEVELOPMENT BANK

The Contracting Parties
CONSCloUs 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 contri-
bute 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 haocial 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:

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

(U) to assist regional members in the co-ordination of their
development programmes with a view to achieving better
utilization of their resources. making their economics more
complementary, and promoting the orderly expansion of their
international trade, in particular intra-regional trade;

me inclusion of this pase is authorid by L.N. 480/19731

functions:

CARIBBEAN DEVELOPMENT BANK 5

(b) to mobilizc witbin and outside the region additional financial
resounw 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:

(4 to provide appropriate technical assistance to its regional
members. prticulady by undertaking or wmmissioning pre-
investment surveys and by assisting in the identification and
preparation of p r o j d proposals:

(c) to promote public and private investment in development pro-
jects by, amonz other means, aiding financial institutions in
the region and supporting the establishment of consortia;

(f) to cooperate and assist in other regional efforts designed to
promote regional and locally coatrolled financial institutions
and a regional market for crcdit and savings:

(s) to stimulate and enwnrage the development of capital markets
within the region: and

(h) m undertake or promote such other aaivitiw as may advancs
ib p q m e .

2. The Bank shall. when appropriate, co-operaa with n a t h d .
regional or international organizations or other entities concerned m’th
the development of the region.

ARTICLE 3 MEMBERSHIP
1. Mtmbtrship in the Bank shall be open to:

(a) States and Territories of the region: and
(b) non-regional States which arc members of the United Nations

or of any of ita spccialid agencies or of the International
Atomic Energy Agency.

2, The States and Territories listed in Annex A to this Agreement
the aovunmcnts of which sign this Agreement in accordancc with para-
graph 1 of Article 62 and ratify or accept it in acwrdance with
paragraph 1 of Article 63 shall became memtcrs of the Bank.

3. Statai and Temtones eligible for membership under paragraph
1 of this Article which do not become members in accordance with
w g r a p b 2 of this Article may bc admitted to membcrship on such
tcrms and conditions as the Ehni may determine by a vote of not less
than two-thii of the total number of the governors representing not
less than threefourths of the total voting power of the members. and
on amxdhg to this Agrcemcat in accordme with paragraph 2 of
Anicle 63.

4. For the purposes of Articles 26. 32 and 65 the last four Territories
listed in Category A of Annex A to this A g r m n t shall be considered
U 8 single member of the Bank.

ARTICLE 4 PARTICIPATION OF NON-MEMBERS
Ths Bank shall mmurage and facilitate the fullest co-operation and

participation in its activities of other regional or non-regional States
which are mernbcrs of the United Nations or any of its specialized

F e indusion of this page R authorized by L.Y. 5jt19921

6 CARIBBEAN DEVELOPMENT BANK

LNn
40011974.
14911 1979,
190/~1985.
47~11990.

LNn.
40011974.
1491/1979,
lW/ 1985,
47n/1990.

~ C i e s or of thc Intanational Atomic k g y Agency and which may
further its purpose. and shall take such measurea as it may deem
~ppropri.te under the provisioos of this Agreement to promote tuch
eDopcntiw md participation.

CHAPTER iI
CAPITAL AND OTHER RESOURCES
ARTICLE S AUTHORIZED CAPlTAL

1. ‘Ibt authorized capid stock of the Bank shall bs thc upivdeat
of five hundred and seventy-five miNion dollars CSS75,000,000) in terns
of United States dollars of the weight and fineness in effect on 1st
September, 1969. The authorized capital stock shall be divided into one
hundred and fifteen thousand (115,OOO) shares with a par vahe 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. With effect from the 1st day of October. 1990. of the autho-
capital ntock-

(a) ninety-nine thousand six hundred and twenty (99.620) sharts
shall be divided into paid-up and callabk shares of whicb-

(i) twenty-one thousand eight hundred and thirteen (21.813)
shares shall be paid-up shares; and

(ii) seventy-seven thousand eight hundred and seven (77.807)
shares shall be callable shares,

and thereafter any increase in the share hddiig of existing
members shalY be available to those members in the manner
specified in Amex AA;

(b) the remainder shall be reserved to give effect to dcterminations
under paragraphs I and 4 of Article 6 in mpect of the initial
number of shares to be subacribed by States and Territories
admitted after the 31st day of October, 1990, to mcmkrship
in the Bsnk and separate increaae in the subscription of any
member at the request of such member.

3. The authorized capital stock may lx increased by the Board of
Govcmora at such rime and on such term and conditions as it may
determine by a vote of not less than two-thirds of the total number of

power oi the mtmbcrs.

dollu d the vlluc specified in paragraph 1 of this Article.

the gOVMnOrS E p I C S U l t ~ UOt IWa than t h r e e - f O d l S Of tbe total VOtin#

4. In this Agreement the expression “dollar” m w a United States

ARTICLE 6 SUBSCRIPTION OF SHARES
1. Each member shall subsaibc to shares of the capital stc€k of

the Bank, Each subscription to the original authorized capital stock
shd be for paid-up and callable shares in qual parts. The initial
number oi shares to be subscribed by those States and Territories whicb
bcmmc mcmbcrs in amrdance with agraph 2 of Article 3 shall
be M set for& in Annex A to this L e n t which shall form an
integral part theroof. The initial number of shares to be subscribed

[The inclusion of thin p g e is authorized by L.N. 5!199Zl

.

CARlBBEAN DEVELOPMENT BANK

by those Stnta and Territories which are admitted to membership in
accordance with paragraph 3 of Article 3 shall be determined by the
Board of Qovernorn in aawrdancc with that paragraph.

2. The authorized capital stock of the Bank shall at all times be held
or bc available for subscription in the following manner:

(0) not Iws than sixty (60) per cent by regional members: and
(b) not more than forty (40) per cent by other members.

3. In casc of an increase in the authorized capital stock. Cach mem-
ber shall have a right to subscribe, OD 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 sub-
scribed 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 au$o+ed
capital stock which is intended solely to give effect to detcrmmabons
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

4. Subject to the provisions of W g r a p b 2 of this Article, the
Board of Governors may, at the request of a member, increase the
subsxiption of such member on such terms and conditions as the
Board may determine. The. Bmrd of Oovernors shall pay spbcial
regard to the request of any regional member having less than 6ve
( 5 ) per cent of the subaibed capital stock to increase its subscrip-
tion.

5. Shares initially subscribed by those States and Territories which
bccome members in accordance with paragraph 2 of Article 3 shall
be issucd at par. Other shares shall be issucd 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 circumstanoes to issue
them on other terms.
6. S~UICE shall not be pledged or encumbered in any manner wbat-

soever. They shall not be transferable except to the Bank.
7. Liability of the members on sham shall be limited to the unpaid

portion of their issue price.
8. Except as provided in paragraph 7 of t h i s Article. no member

shall be liable. by reason of its membership, for obligations of the
Bank.

ARTICLE 7 PAYMENT OF SUBSCRIPTIONS
1. Payment oi the amount due in respect of paid-up shares initially

SUMW by a State or Tcm'tory which becomes a member in accord-
ance with paragraph 2 of Artidt 3 shall be made in six (6) instal-
ments. The hrst instalment shall qua l 20 per Cent of that amount and
the remaining 6ve instalments shall each q u a l 16 per cent of that
amount. The first instalment shall be paid by each member not later
than 90 days after entry into fom of this Apccment or on or before

me i d u k n of this &age is authorized by LN. 511994

in capital stock.

7

E CARIBBEAN DEVELOPMENT B A N K

the date of deposit of its instrument of ratification or acceptance in
accordance with Article 63. whichever is the later. The second instal-
ment shall be paid not later than one ( I ) 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 opera-
tions 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 pay-
ment shall be made in the currency of that member; and

(b) 6fty (SO) per cent shall be paid in the currency of that mem-
ber. 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 Inter-
national Monetary Fund as it may consider necessary and utilizing the
par value, if any. established with the International Monetary Fund,
shall determine to he 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 that
member considers appropriate in accordance with this paragraph, but
shall be subject to such 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

4. Subjcct to thc 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 deter-
mine with the agraement of all members that differetlt proportions of
such capital be paid up by Werent 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 para-
graph Z(b) of this Article or under paragraph 1 of Article 24 in resqect
of payments under paragraph 2(6) of this Article. provided such cur-
rency 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 the depository designated by the member pursuant to
Article 37. Such notes or other obligations shall be non-negotiazble,
non-interest-bearing. and ble at their par value upon demand.
Subject to paragraph 5 o!%&le 23. demand for payment of such
notes or other obligations shall be made only as and when the funds
arc required by the Bank for the conduct of its operations. provided.
however, that a member which has issued such promissory notes or

@The inclusion of bhis page is authorized by LN. 5/1??2]

such payment.

CARIBBEAN DEVEL.OPMENT BANK 9

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 prachcable o ~ e r easonable 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.

6. Callable sham shall be subject to call only as and when required
by the Bank to meet its obligations incurred pursuant to sub-paragraphs
(6) and (4 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 bc 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 he used to make or guaran-
tee 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 he entrusted with the administration
of, other special funds which arc designed to serve its purpose and
fall within its functions. It shall adopt such spacial rules and regula-
tim 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 u p
which the Bank may receive contributions or loans far special funds,
including the S p h l Development Fund. shall be such as may be
agreed upon between the Bank and the contributor or lender, and
spccial funds may he 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.

IThe indusion of this page is authorized by L.N. 480/19731

10 CARIBBEAN DEVELOPMENT BANK

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 reserve of the Bank or from funds
borrowed by the Bank for inclusion in its ordinary capital resouIccs.

5. The rules and regulations relating to any special fund sM1 be
consistent with the provisions of thii 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 ORDJNARY CAPEAL. RESOURCES AND
SPECIAL FUNDS RESOURCES

1. The resources of the Bank shall consist of ordinary capital

2. In this Agreement, the expression “ordiary capital ~csourccs”

(U) authorized capital stock of the E h k suhEcribed pursuant to
Article 6:

(b) funds borrowad by the Bank to which the commitment to
calls provided for in paragraph 6 of Article 7 is applicable:

(c) funds m i v e d in repayment of loans or guarantees made with
the resources referred to in subparagraphs (a) and (b) of
this paragraph;

(d) income derived from loans made from the aforementioned
funds or from guarantees to which the commitment to calls
provided for m 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 resou~cts.

3. In this Agreement, the expression “special funds ~csourocs” refers
to the resources of any spacial fund and includes the following:

(U) rMOUIOeS initially contributed to any special fuad;
(6) funds acctptcd by the Bank far inclusion in any spacial fund:
(c) funds repid m respect of loans or guarantees financed from

the ftsources of any spacial fund which, under the NICS and
regulations of the Bank governing that special fund, arc
w i v c d by such special fund:

(d) income derived from operations of the Bank in which any
of the aforementioned resou~ces or funds are. used or com-
mitted if, under the rules and regulations of the Bank govcm-
ing the special fund conccmed, that inwme accrues to such
special fund, and

(e) any other r e s o m s placed at the disposal of any spedal fund.

resources and special funds resources.

includes the following:

[The inclusion of tbir page is authorized by L.N. 480119731

CARIBBEAN DEVELOPMENT BANK

CHAPTER JII
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

2. Ordinary operations shall be those financed from the ordinary

3. Special operations shall be those financed from spacial funds

and special operations.

capital reso- of the Bank.

resources.

ARTICLE 12 SEPARATION OF OPERATIONS
1. The ordinary capital resources of the Bank shall at all times and

in aU respects be held, used, committed. invested or otherwise disposed
of, entirely scpamte from special funds resoums. Each special fund.
its resources and accounts shall be kepi entirely separate from other
special funds, their resoums 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 apper-
taining 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 resoums or
from ICSOUTC~S 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. Expews
appertaining to ordinary operations shall be charged to the ordinary
capital resourcm of the Bank. Expenses appertaining ducctly to
special operations shall be chargad 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 m a y
be q u i d to ensure the cfibctive scpration of the two types of its
operations.

ARTICLE 13 RECIPIENTS AND METHODS OF ORDINARY
OPERATIONS

11

In its ordinary operations, the Bank may provide or facilitate Bmc-
ing for any regional member or any political subdivision or any

me inclusion of hia pagt is anthorieod by L.N. 480119731

CARZBBEAN DEVELOPMENT BANK

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 inter-
national 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 :

(U) 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 fnnds 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 (U) and
(b) of this Article in the equity capital of an entity or enter-
prise, 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 repre-
senting 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

(4 by guaranteeing, whether as primary or secondary obligor, in
whole or in part, loans for economic development.

ARTIcLe 14 LIMITATIONS ON OPERATIONS
1. The total amount outstanding of loans, equity investments and

gnarantbes 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 resonrces, 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 appemining 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 ex& such per-
centage 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

[The inclusion of th is page is authorized bv L.N. 480119731

CARIBBEAN DEVELOPMENT BANK 13

such an investment a controlling interest in the entity or enterprise
concerned, except where necessary to safeguard the investment of the
Bank.

ARTICLE 15 OPERATING PRINcrpLES
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 specitic 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 finan-
cial institutions. in order that the latter may finance develop-
ment projects on terms approved by the Bank where the
individual financing requirements of such projects arc. not, IU
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 k s i s 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 financing elsewhere on terms and conditions that the
Bank considers reasonable for the recipient.

(e) In makiiag 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.

fj) 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 under-
writing the sale of securities, the Bank shall receive suitable
compensation for its risk.

(I t ) The proceeds of financing in the ordinary operations of the
Bank shall normally be used only for procurement. in terri-
tories of members, of goods and services produced in those
territories. In special cases the Board of Directors may, how-
ever. determine the circumstances in which the procurement
of goods and services may be permitted elsewhere, giving
particular consideration wherever practicable to procurement

[The inclusion of this pagc is authorized by L.N. 480/19731

14 CARIBBEAN DEVELOPMENT BANK

of goods and services produced in the territory of countries
which have contributed substantially to the resources of the
Bank.
In procuring services, and in facilitating hancing for entities
or enterprises in the private sector, the Bank shall pay due
regard to the need to develop and strengthen undertakiigs,
entities and skills of individuals belonging to the region.

(i) 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 mcasureS 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.

(0 The Bank shall pay due regard to the desirability of a reason-
able 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 6nancing to meet either external or
local expenditures in respect of a project being assisted.
provided that in its ordinary operations the Bank shall pro-
vide financing for local expenditures in the territory in which
the project is located only in exceptional circumstances and
not exceeding a reasonable proporlion of the total of such
expenditures, or in circumstances where such financing may
be provided with local currency restrictad under paragraph 2
of Article 23.

(0) 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 contcact shall establish the terms and
conditions for the loan or guarantee concerned, including those relating
to payment of principal, interest 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 casc of specia1 operations to any rules and regula-
tions 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 repaymenu 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

(1)

me inclusion of this mge is nuthoriecd by L.N. 480119731

CARIBBEAN DEVELOPMENT BANK

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
spcciiied for that purpose by the Bank, to the value of those repay-
ments on the date or dates on which the loan was d i s b u d .

3. Where the recipient of a loan or guarantee of a loan is not itself
a member, the Bank may, when it deems it advisable, make it a con-
dition 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 thercof.

ARTICLE 17 COMMISSION AND FEES
1. The Bank shall determine the rate and any other terms and

conditions of the wmmission to bc charged in wmection 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 m u m in the first five (5) years of the operations of the
Bank. At the end of this period, the rate of wmmission may be set
at such level as the Bank wnsiders appropriate in the l i t of the level
of the M C N M 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
wmmission. fees or other charges in its special operations. shall be
dctennined 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 shall be set aside as a
special reserve which shall be kept for meeting liabilitiw of the Bank.
The special reserve shall bt held in such Iiquid form as the Bmrd of
Directors may decide. provided that whenever it is in the interest of
the Bank the special reserve may he invested in the securities of the
region.
ARTICLE 19 METHODS OF MEETING LIABILITIES OF THE

BANK
1. Whenever necessary to meet wntractual pyments of interest.

other charges or amortization on borrowings of the Bank in its ordi-
nary operations, or to meet its liabilities with respect to similar pay-
ments in respect of loans guaranteed by it, chargeable to its ordinary
capital resources, the Bank may call an appropriate amount of callable
shares in acoo~dance with paragraph 6 of Article 7.

IThe inclusion of thin paw is authorized by L.N. 480119731

IS

16 CARIBBEAN DEVELOPMENT BANK

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 tbis 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 U) GENERAL POWERS
In addition to the powers provided elsewhere in this Agreement,

(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 wuntry;

(ii) where the obligations of the Bank are to be denomi-
nated in the currency of a member, the Bank shall
have obtained the approval of the competent author-
ities of that member:

(iii) the Bank shall obtain the approval of the competent
authorities referred to in sub-paragraphs (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 a6 to the country of borrowing;

(b) buy and sell securities the Bank has issued or guaranteed
or m which it has invested, provided always that it shall
have obtained the 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 BanL:

(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

the Bank shall have the power to :

me indusim of Wi page is authorized by L.N. 480/1973]

CARIBBEAN DEVEWPMENT BANK

members or substantial contributors, or nationals thereof. as
it may determine, except where the Board of Directors by
a vote of not less than tbrec-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;

(h) provide technical assistanoe 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

( r ) exercise such other powers and adopt such rules and regula-
tions 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 e8ect 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.

17

CHAPTERV
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 term of another currency or of

gold; or
(b) to determine whether any currency is convertible:

such valuation or determination, as the case may be, shall be reason-
ably made by the Bank after consultation with the International
Monetary Fund.

ARTICLE 23 USE OF CURRENCES
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 withii, or for goods and
services produced in. the temtory of that member.

IThe inclusion of this page is authorized by L.N. 480119731

18 CARIBBEAN DEVELOPMENT BANK

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 B
regjonal member may, after wnsultation 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@) of Article 7.

3. The use of any currency received and held by the Bank as part
of its special funds resoum shall be governed by the rules, regulations
and agreements pertaining thereto and made by virtue of the pro-
visions 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 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
o d i 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 pay-
ment on aowunt of the subscription of another mem-
ber; 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 Agmment 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 rhe
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 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(4 or paragraph Xb) of Article 7, or any additional cur-
rency paid pursuant to the provisions of the prescnt paragraph; pro-
vided, however. that, to the extent that the Bank shall. in its opinion.

vhe inclusion of this page is authorized by L.N. 480/19731

CARIBBEAN DEVELOPMENT BANK 19

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 beld or subsequently nceived 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 casc of a decrease in the par value of such
currency.

3. The provisions of the p e d i n g 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 Inter-
national Monetary Fund.

4. Amounts paid by a member pursuant to the provisions of para-
graph 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 amounu~ are paid.

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 m u n t of its subscription.
The Bank may, from time to time thereafter make a similar deter-
mination 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 M
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 s M as may
be oonsidercd necessary.

ARTICLE 26 BOARD OF GOVERNORS COMPOSITION
1. Each m e m k 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.

(The inclusion of this page is authorized by L.N. 480/1973]

20 CARIBBEAN DEVEWPMENT BANK

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 remunera-
tion from the Bank. but the Bank may pay them reasonable expenses
incurred in attending meetings.

ARTICLE 27 BOARD OF GOVERNORS POWERS
1. AI1 the powers of the Bank shall be vested in the Board of

2. The Board of Governors may delegate to the Board of Directors

(U) 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 Direc-
tors;

(e) authorize the conclusion of general agreements for co-opera-
tion with Governments and with other international organiza-
tions;

v) elect the directors and the President of the Bank;
(9) determine the remuneration of the directors and their

alternates;

Governors.

any or all its powers, except the power to:

(h) determine the reserves and the distribution of thc net pro-
fits of the Bark

(i) amend this Agreement;
0) decide to terminate the operations of the Bank and to dis-

tribute 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:

(0 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.

me inclusion of !his page is authorized by L.N. 480/19731

CARZBBEAN DEVELOPMENT BANK 21

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 meetbq 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 nnmbcr of the governors shall constitute
a quorum for any meeting of thc Board of Governors. provided such
majority represents not less than two-thiirds of the total voting power
of the members.

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 spscific 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 DIRE(JTORS: COMPOSITION
1. (0) The Board of Directors shall be composed of seven(7) mem-

bers of whom
(i) five (5) s h a U be selected by the governors representing

(ii) two (2) shall be selected by the governors representing

(6) When other States or Territories h o m e 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 amrdance 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 governors representing
not less than tJxee-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 Wn I of Annex B to this Agretment. Until such
rules have been adopted, the directors shall be selected in accordance
with Part II of the said h e x 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 geographifal distribution.

3. Each director shall appoint an alternate with full power to act
for him when he is not present.

regional members; and

non-regional members.

IThe inclusion of this page is authorized by L.N. 480/1973]

22 CARIBBEAN DEVELOPMENT BANK

4. Directors shall hold office for a term of two (2) years and shall
be e l i ~ b l e for selection for a further term or terns of oEce 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 filed by a
new director who shall be selected by the govemors 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 prticular :

(a) prepare the work of the Board of Governors;
(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. fumish-
ing of technical assistance, and other operations of the Bank;
submit the accounts for each financial year to the Board of
Governors at each annual meeting: and

(c)

(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 repre-
sents 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.
2. In voting in the Board of Governors, each governor shall be

entitled to cast the votes of the members 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.

inclusion of this page is authorized by L.N. 480119731

CARIBBEAN DEVELOPMENT BANK 23

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 Ditectors shall be determined by a majority o€
the voting power of the members rep-ted 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, whie 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 exceediig five (5) years as the Board of Govemors may determine.
He may be re-elected. He shall, however, cease to hold ofice 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 meetins of the Board of Governors but shall
not vote.

4. The President shall be chief executive officer of the Bank and
shall wnduct. 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 the staff,
subject to the general control of the Board of Directors.

5 . The President and the Vice-President shdl be persons possessing
extensive expcricnffi m matters r e l a w to 6nancc and development
in the public or private sector.

6. In appointing the officers and s M . the Resident 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-Resident 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.

[The inclusion of this page is authorized by L.N. 480119731

24 CARIBBEAN DEVELDPMENT BANK

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.

ARTICLE 35 INTERNATIONAL CHARACTER OF THE
BANK PROHIBITION OF POLITICAL ACTIVITY

1. The Bank shall not accept loans or assistancc 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
Oonmed. Only cconomic amsiderations relevant to the purpose and
functions of the Bank shall be brought to bear upon their decisions.
Such considerations shall be weighed impartiauy in order to achieve
and carry out the purpose and functions of the Bank.

3. The President, Vice-President, officers and SM of the Bank.
m the discharge of their offices, owe their duty entirely to the Bank and
to no other authority. Eacb member of the Bank shall respect the inter-
national character of this duty and shall refrain from all attempts to
ineuence any of them in the discharge of their duties.

ARTICLE 36 OFFICE OF THE BANK
1. The principal office of the Bank shall bc located in Barbados.
2. Thc Bank may establiih agencies or branch offices elsewhere.

ARTICLE 37 CHANNEL OF COMMUNICATIONS
DEPOSITORIES

1. Each mtmbcr 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 snch other
mstitution 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 wcll as other assets of the Bank.

ARTICLE 311 OFFICIAL LANGUAGE AND REPORTS
1. The o6icial language of the Bank shall bc English
2. The Bank shall transmit to members an h u a l Report wmtain-

ing an audited statement of its accounts and shall publish such
Report. I t shall also transmit quarterly to its members a summary
statement of its financial position and a profit and loss statement show-
ing the results of its operations.

lThe inclusion of this page is authorized by LN. 480/19731

CARIBBEAN DEVELOPMENT BANK

3. The Bank may also publish such other 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 standhg selected by the Board of Governors.

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 provisions of Article 12. be
allocated to any special fund, including the Special Development Fund.
or distributed to the membcrs.

2. The Board of Governors shall determine at least annually the
disposition of the net income of the Bank arising from its spacial
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 bc made to each member in the proportion which the total
payments made by that member under paragraph 2[u) 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 Artick 7 bears to the total of such amounts for all members.

4. Payments shall be made in such manner and in such currency
the Board of Governors shall determine.

CAAPTERW
WlTEDRAWAL AND SUSPENSION OF MEMBERS:

25

TEMWRARY SUSPENSION AND TERMINATION'
OF OPERATIONS OF THE BANK

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 mem-

bership shall cease, on the date specikd in its notice, but in no event
less than six (6) months after the date that notice has been rmeived
by the Bank. However. at any time before the withdrawal bccomes
effective. the membcr may notify the Bank in writing of the cancellation
of its notice of intention to withdraw.

3. A member which bas given notice of its withdrawal from the
Bank shall remain liable for all direct and contingent obligations to
tbe Bank to which it was subject at the date of delivery of the with-

me inclusion of this page is authorized by L.N. 480119731

26 CARIBBEAN DEVELDPMENT BANK

dram1 notice. If the withdrawal becomes effective, the member shall
not incur any liability for obligations resulting from operations of the
Bank affected 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 fu161 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 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 with-
drawal, but shall remain subject to all its obligations.

ARTICLE 42 S E " T 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 obliga-
tions 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 he
a member is outstanding; but it shaU not incur liabilities with respect
to loans and guarantees entered into thereafter by the Bank nor
share either m the income or the expenses of the Bank.

2. At the time a State or Territory ceascs 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 memhcr
in accordance with the provisions of paragraphs 3 and 4 of this
Article. For this purpose, the repurchase price of the shares shall
bc the value shown by the books of the Bank on the date of cessation
of membtrship.

3. The repayment for shares repurchased by the Bank under this
Article shall be governcd by the following conditions :

(U) 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 and such amount
may, at the option of the Bank, be applied on any such
liability as it matures. No amount shall bc withheld on
account of the contingent liability of the member for future

-
m e inclusion of this page is authorized by LN. 480119131

CARZBBEAN DEVELOPMENT BANK 27

calls on its subscription for shares in accordance with para-
graph 6 of Article I . In any event, no amount due to n
member for its shares shall be paid until six (6) months
after the date on which its membership ceases.

(6) 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
aomrdance with paragraph 2 of this Article exceeds the
aggregate amount of liabilities on loans and guarantees
referred to in subparagraph (U) of this paragraph, until the
former member has received the full repurchase price.

(c) Payments shall be made in such available currencies as the
Bsnk determines, taking into amount its Gnancial position.

(d) If losses arc 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 prim was determined. In addi-
tion, the former member shall remain liable on any call
for unpaid subscriptions in aocorclance with paragraph 6 of
Article 7. to the same extent that it would have been required
to respond if the impairment of capital had occumd and
the call had been made at the time the repurchase price
of its sham 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 te deter-
mined in accordance with the provisions of Articles 44 to 46. That
member shall be considered as sti l l a member for purposes of such
Articlcs but shall have no voting rights.

ARTICLE 43 TEMPORARY SUSPENSION OF OPERATIONS
In any 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
Governon.

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.

me inclusion of this page is authorized by L.N. 480119731

CARIBBEAN DEVELOPMENT BANK

2. After such termination, the Bank shall forthwith cease all
activities, except those incident to the orderly realization, conservation
and prescrvation of its assets and 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. AU creditors holdmg 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 subscriptions. Before d i g any payments to creditors
holding direct claims, the Board of Directors shall make such arrange-
ments as are necessary, in its judgment, to ensure a pro rum distri-
bution among holders of dirwt 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 threequarters of the total voting power
of the members.

2. Any distribution of the assets of the BanL 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 assets. No member shall be entitled to receive
its shares in such a distribution of assets until it has settled all its
obligations to the Bank.

3. &fore 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 ~ ~ U U K -

(i) There shall be paid to each member in its own
obligations or those of its otlicid agencies or legal
entities within its territories, insofar as they are avail-
able 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 bc paid. in its own
currency, insofar as it is held by the Bank, up to an
amount equivalent in value to such balance.

m e inclusion of this page ia autiwrizal by L.N. 480/1973]

CARZBBEAN DEVELOPMENT BANK

(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.

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 Vm
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 LWjAL STATUS
1. The Bank shall possess full juridical personality and, in particular.

full capacity :
(a) to mtract;
(b) to acquire, and dispose of, immovable and movable property:

(c) to institute legal pmceediigs.

States and other international organizations.

and

2. The Bank may enter into agreements with members, nonmember

ARTICLE 49 LEGAL PROCESS
1. The Bank shall enjoy immunity from every form of legal proccss,

except in cases arising out of or in connexion 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 camptent 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

me inclusion of this page is authorized by LN. 480)1973]

29

30 CARIBBEAN DEVELDPMENT BANK

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, wherwoever 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.

ARTICLE 50 IMMUNITY OF ASSETS
Property and assets of the Bank. wheresoever located and by whom-

soever held, shall be immune from search, requisition. confismtion,
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 Wig restricted by financial controls, regulations or moratoria
of any kind.

ARTICLE 53 PRIVILEGE FOR COMMUNICATIONS
Official communications of the Bank shall be accorded by each

member treatment not less favourable than that it accoIds to the
official communications of any other member.

ARTICLE 54 lMMUNITIES AND PRNILEGES OF BANK
PERSONNEL

AU governors, directors, alternates, officials and employees of, and

(a) shall be immune €mm legal process with respect to acts per-
formed by them in their official capacity;

experts performing missions for, the Bank:

[The inclusion of this page is authorized by L.N. 480I14731

CARIBBEAN DEVELOPMENT BANK 31

(6) where they are not local citizens or nationals, shall he accorded
such immunities from immigration restrictions, alien registra-
tion 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 inter-
national 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.

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 gods 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 mak-
ing 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 membcr.

5. No tax shall be levied on or in respect of salaries and emolu-
ments paid by tho Bank to directors, alternates. officers or employees
of the Bank. including experts performing missions for the Bank, but
members rtserve the right to tax their own citizens or nationals or
persons permanently resident in the territories of such members.

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-

(U) which discriminates against such obligation or security solely
because it is issued by the B&, or

(b) if the sole jurisdictional basis for such taxation is the place
or the currency in which it is issued, made pyable or paid.
or the location of any office or plaa of business maintained
by the Bank.

IThe indusion of this page is authorized by L.N. 4B0119731

32 CARIBBEAN DEVELOPMENT 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-

(Q) 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.

ARTICLE 57 WAIVER OF IMMUNTTIES, 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 interests of the Bank. The Resident 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 preju-
dice 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-thiuds of
the total n u m k 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 agresment of the Board of Governors shall be required
for the udoption 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 pertainhg to the subscriptions of capital stock

provided in paragraph 3 of Article 6.

me inclusion of this page is aulhorized by L.N. 480/1973]

CARIBBEAN DEVELOPMENT BANK 33

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 oommnnication 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 difierent period.

4. The foregoing provisions of this Article shall be subject to the
terms of the Protocol annexed hereto which shall have effeci 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 sub-
mitted to the Board of Directors for decision. A member particularly
affected by the question under consideration shall have the right to
make d i m representation to the Board of Directors at the meeting uf
the 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 Dimtors.

ARTICLE 60 ARBlTRATION
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 membcr
after adoption of a nsolution 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 arbi-
trators 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. Thc
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 bc sufficient to reach a decision which
shall be fmal and binding upon the parties.

me inclusion of this page is authorized by L.N. 480119731

34 CARIBBEAN D E V E W P M E N T BANK

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 p r o p o d
act.

CHAFTER 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 14th November, 1969. €or signature by the Govern-
ments listad 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 intema-
tional relations of the Territory does not sign, ratify, or acoade to this
Agreement on its behalf, such Territory shall at the time of signing
or acceding to this A p m e n t 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 amfirming that
the latter has authority to conclude this Agreement and to assume
rights and obligations under it.

3. The Depository shall aansmit certified copies of this Agreement
to all the signatories and other States and Territories which beeomt
members of the Bank.

ARTICLE 63 RATIFICATION,
AND ACQUISITION

ACCEPTANCE, ACCESSION
OF MEMBERSHIP

1. (a) This Agreement shall be subject to ratification or accep-
tance by the signatories. Instruments of ratification or
acaptance shall be deposited by the signatories with the
Depository before 30th April, 1970. The Depository shall
notify the other signatories of each deposit and the date
thereof.

(b) A signatory whose instrument of ratification or aaxptance
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

me inclusion of this page is authorized by L.N. 480119731

CARlBBEAN DEVELOPMENT BANK 35

or acceptance is deposited after that date, but before 30th
April, 1970. shall become a member on the date of deposit
of its instrument of ratification or acceptance.

2. After 30th 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 insaument of acoession with the
Depository who shall notify such deposit and the date thereof to the
Bank and to the parties to this Agraement. Upon such deposit, the
State or Temtory shall become a member of the Bank on the appointed
date in acwrdance with that I#rragraph.

3. A member may, when depositing its instmment of ratification or
acceptance, declare that in its temtory the immunity conferred by
paragraph 1 of Article 49 and sub-paragraph (U) of Article 54 shall
not apply in relation to a civil action arking out of an am’dmt caused
by a motor vehicle belonging to the Bank or operated on its behalf
or to a tram offence 0ommittc.d by the driver of such a vehicle.

The member may also declare that the priviIege 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 shdl enter into force upon the deposit of insmuncnts

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 mprise 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 Agree-
ment 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.

[The inclusion of this page is authorized by L.N. 480119731

36 CARIBBEAN DEVELOPMENT BANK

I N WITNESS ViHBREOF 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

For BAHAMAS

For BARBADOS

For BRITISH HONDURAS

For BRITISH VIRGIN ISLANDS

For CANADA

For CAYMAN ISLANDS

For DOMINICA

For GRENADA

For GUYANA

For JAMAICA

For MONTSERRAT

For ST. KITTS-I'EVIS-ANGUILLA

For ST. LUCIA

For ST. VINCENT

For TRINIDAD AND TOBAGO

For TURKS AND C A I C O S ISLANDS

For UNITED KINGDOM

V. C. Bum

CARLTON E. FRANCIS

ERROL W. BARROW

A. A. HVNTBR

Ivm DAWSON

PAUL Mmm

D. V. WATLBR

E. 0. LBBLANC

Gm. E HOSTEN

P. A. REm

E. SBAa

W. H. U B

ROBT. L. BmsnAw

J. c. COMFTON
HUDSON K. TANNIS

KAMALUDDIN MOHAMMED

R. E. WAINWRIGHT

GEORGH THOMFWN

me inclusion of this page is authorized by L.N. 480119731

CARIBBEAN DEVELOPMENT BANK 37

ANNEXA
States and Territories which may become Members in accordance

with pagrapb 2 of Article 3. and their initial subscriptions to the
Authorized capital Stock.

(ARTICL.B 6. PARAGRAPH 1)
CATBGORY A ChTEGQRK B

Regional States and Territories Non-Regional States

1. Jamaica 1. Canada 2,000
2. Trinidad and 2w 2. united w o m 2.000

660 Sub-Total 4,000 3. Bahamas
4. Guyana 480 -
5. Barbados 280 Grand Total 1O.OOO
6. Antigua 100 -
7. British Honduras 100
8. Domiuica 100
9. Grenada 100

10. St Kitts-N~is-
100
100

Angoilla
11. St. Lucia
12. st v i i m t 100
13. Montserrat 25
14. British Virgin Islands 25
15. Gyman Islands 25
16. Turks and Caicos

Islands 25

No. of Shares No. of shares __ -

1,540 - T O h

Sub-Total 6.000

ANNEX AA
Member Sfcues subscripfim zo shares of addifiond capital stock

in the proporrion thnt its present stoek bews
to the total subscribed capifal sfock

(Paragraph 2 (a) ) gjlSw,

Reaional states
Additional Additional
Paid-uu Callable Total

an& Territories Share; Shares Shared

Jamaica 1,102 4.412 5.514
Trinidad and Tobago 1.102 4.412 5.514
mama8 326 1.302 1.628
Guyana 237 95 1 1.188
Colombia '208 830 1,038
Mexico 208 830 1,038
Venezuela 208 830 1.038

- - -

p h e i d u s i o n of this page is authorized by L.N. 5119921

CARZBBEAN DEVEmPMENT BANK

ANNEX AA, comtd.

R e g i o a States
nad Territories

Barhados
Antigua and Barbuda
Belize
Dominica
Grenada
St. K h a and Nevis
st. Lucia
St Vmcent and

the Grmdhes
AnguNa
British Virgin Islands
Cayman Islands
Montserrat
Turks and Caicos

Ialanda
Non-Regional

States

CaMda
United Kingdom
FranCe
Gemmy. Federal

Republic of

-

I W

Total

Addi t id
Paid-up
Sharea

207
49

-
~.

49
49
49
49
49

49
12
12
12
12

12

693 ~~.
693
415
415

415

6,632
-

Additional
Calkble
shans -

829
1%
196
196 ~~ ~
196
1%
196

1%
48

48
48

48

48

2.769 ..
2.169
1.660
1&0

1.660

26526
-

Total
Shares

1.036
245
245
245
~ ~-
245
245

245
60
60
66
60

60

3,462
3,462
2.075
2;013
2.075

33.158
-
-

ANNEX B
SELKTION OF DIRECTORS

PART I--?'ridpks for the Selcnion of Directors Representing Regional
Members

Of the 6ve (5) directors to be selactcd pursuant to pragraph 1 (U) (i)

(U) om (1) director shall be selected by each of the governors
repmen- thc two (2) regional members having the largest
number of sham of the capital stock of the Bank;

(a) three (3) shall ba scleabd by the Gmemors representing the
other regional members.

of Article 29:
b

me id& d tbis page is auhrized W LN. S / 199.31

CARIBBEAN DEVELOPMENT BANK 39

PART Il-SekcZion of Duectors Pending Adoption of the Rules of
Pmedrae

Regional Members:
(a) one (1) d w r shall be sclactcd by the govunor rcpmmting

Jamaica;
(b) one (1) director shall be sclectcd by the pvcmor representing

Trinidad and Tobago;
(E) one (1) dimtor shall be selected jointly by the ~overnors

representing Guyana and Barbados;
(4 one (1) director shall be sclcctcd jointly by the governor&

representing Bahamas and British Hoodwas; and
(e) one (1) director shall be sclcctcd jointly by the govcmors

rcprcscnting
Antigua
British Virgin Islands
cayman
Dominica
Grenada
Montscrrat
St. Kitrs -N~~h-h-
St Lwia
st Vincent
Turks and cairns Islands

2. Non-Regional Members :

cpnada: and
(a) oilc (1) d m shall be sclected by the governor representing

(b) one (1) d m o r shall be sclected by the governor represmting
thc unit4 Kln&dolu
PR(~TOCOL to Provide for Procadurc for Amendment of Article
36 of the Agreement Establishing the Caribbean Development
Bank at the Ina~ura i Meeting of the Baud of Governors.

The States and Territories parties to the Agreement establishing the
Caribbean Development Bank (hereinafm referred to as *%he Agree-
ment”) hereby agree that notwithstanding the provisions of Article $8
of the Agreement. paragraph 1 of Article 36 of the Agecment may be
amended at the Inaugural Meting of the Board of Governors of the
Caribbean Development Bank by a Resolution (on a motion which
shall not be snbjcu to amendmeat and moved by the Governor for
Jamaica) approved by the vote of a simple majority of the Governors
present and voting them representing more than one-half of the
voting powers of the Governors present and voting thcreon.

whc inclusion of this page ia autborizod by LN. J I 19921