WEST INDIES SHIPPING CORPORATION

THE WEST INDIES SHIPPING CORPORATION ACT

ARRANGEMENT OF SECTIONS

1.
2.
3.
4.
5 .
6.
7.
8.

9.
10.

Short title.
Interpretation.
Approval of ratification of Agreement.
Legal status of Corporation.
Financial provisions.
Certain provisions of Agreement to have force of law in Jamaica.
Questions as to entitlement to privileges and hmmities.
Dissolution of former Corporation and transfer of assets and

Power of Minister to make orders.
Amendment of Schedule and matters thereon consequential.

liabilities, etc.

SCHEDULE

1

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WEST INDIES SHIPPING CORPORATION a

Ad
18 of 1979.

THE WEST INDIES SHIPPING CORPORATION ACT

(31s~ December, 1976.1

1. This Act may be cited as the West Indies Shipping shorttitle.
Corporation Act.

2. In this Act- Interprcta-
“Agreement” means the Agreement establishing a West tion*

Indies Shipping Corporation to which Jamaica is
a party, the original of which is deposited with
the Secretary-General and of which the text of the

“Corporation” means the West Indies Shipping Cor-
poration established by the Agreement;

“former Corporation” means the West Indies Shipping
Corporation established by the West Indies Ship-
ping Corporation Act, 1961 (now repeafed) enacted
by the Parliament of the former West Indies
Federation and continued in force in Jamaica by
the West Indies (Dissolution and Interim Commis-
sioner) Order in Council, 1962, and the Jamaica
(Constitution) Order in Council, 1962;

“Secretary-General” has the meaning assigned to it by
paragraph 1 of Article 38 of the Agreement. ’

Articles is set out in the Schedule; Schedule.

3. Ratification by the Government of the Agreement is Approval
of ratifica-

Agreement.
hereby approved. tion of

4. The Corporation shall be a body corpbrate to which, Legal
subject to the provisions of the Agreement, the provisions k:,trV:-
of section 28 of the Interpretation Act shall apply. tion.

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4 'WEST INDIES' SHIPPZNG CORPORATION

Financial S--W All payments required to be made by the Govern-
ment to the Corporation in respect of the obligations of
Jamaica under the Agreement are hereby charged on and
shall be payable out of the 'Consolidated Fund.

(2) All sums redeived by the Government from the
Corporation on account of the subscription of Jamaica to
the capital stock of the Corpotation sbaU be paid into the
Consolidated Fund.

prow sons.

Certain
provisibns
of Agree-
ment to
have force
of law in
Jamaica.

Questions
as to en-
titlement to
privilegu
and
immwitiea.

Dissolution
of former
Corpora-
tion and
transfer cif
assets and
liabilities,
etc.

6. Subject as hereinafter provided, the provisions of
Articles 30, 31, 33, 3% 35.apd 36 of the Agreemen
relate to legal proGess,. i k n i t i privileges and
tions to- be given effect hLiegaFd the '&rpo&tion) shall
have the force of law in Jarpaica, -'-%

r - 1

7. If in my . i n g s .any question ari
or not; in accordance with any of the provisions.of Article
31, 33, 34. or 35 of the Agreeme Cq+oration or any

'the- benefit of any
certificate issued by

or under'the authority o€ the Minister md stating that the
Corporation or such other person ought or ought not to be
afforded that ben
matters so state$.

soever, including choses in action, vested in the former
Corporation immediately before the entry into force of the
Agreement pursua& to Article &I thereof fin' this Section
referred to as "the operative day") shall bn -ebat;day, by
virtue of this section and without further assurance, vest
in the Corporation.

(3) All rights, privileges, imrnltnities and other advan:
tages and all liabilities and obligations in reiatisp to, the

r 1.

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WEST INDIES SHIPPING-CORPORATION 5

matters referred to in subsection (l), to which, immediately
before the operative day, the former Corporation was en-
titled or subject, shall on that day be vested in and assumed
by the Corporation.

(4) All legal proceedings, in relation to the matters
referred to in subsection (U, instituted by or against the
former Corporation and pending immediately before the
operative day, may be continued on or after such day by
or against the Corporation as the party to such proceedings.

9. The Minister may, by order, make such provisions as Powerof Minister
he may consider necessary or expedient for giving effect to tomake
any provisions of the Agreement, orders.

10.-(1) Wher amendment to the Agreement is p ~ z z t
rat$@ ' 6y the Government and the Seeretaiy-General and matters
notifies .the Governtnent of the entry into force of such squentid.
amendment pursuant to paragraph 3 of Article 37 of the
Agreement, the Minister may, by order, amend the Schedule Schedule.

(2) Any order made under this section may contain
such consequential, supplemental or ancillary provisions as
appears to the Minister to be necessary or expedient for
the purpose of giving due effect to the amendment ratified

oresaid, and, without prejudice to the generality of the
gdng, may 'contain provisions amending references in
Act to specific I , provisions of the Agreement.

73) Eve@ order made under this section shall be
subject to negative resolution of the House of Representa-
tives.

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

thereon con-

g therein the amendmerit so ratified.

.. . . * '

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6 WEST INDIES SHIPPING CORPORATION

SCHEDULE (Sactions 2 and 10)
AGREEMENT ESTABLISHING

A WEST IN!DIES SHIPPING CORPORATION
PREAMBUE

The Parti-cipating Governments :
Conscious of the need to maintain and improve the shipping service

between and beyond the Member States of the Caribbean Community;
Mindful of the Resolution adopted by the Fourth Heads of Govern-

ment Conference that the Commonwealth Caribbean Countries should
endeavour to maintain and improve regional carriers to facilitate the
movement of persons, goods and services within the Region;
HAVE AGREED AS FOLLOWS:

CHAPTER I
Article 1

Estublishment of Corporation
1. By this Agreement a West India Shipping Corporation (herein-

after referred to as “The Corporation’’) is established having the func-
tions, membership ahd powers hereinafter specified.

2. The Corporation shall be the successor to the West Indies shippins
Coqmration established by the West Indies Shipping Corporation Act,
1961, enacted by the Parliament of the former West Indies Federation
and continued in force by certain other enactments of the participating
Governments or the United Kingdom (hereinafter referred to as the
former Corporation).

Article 2
Functiorzr

1. The Corporation shall establish. operate and maintain an orderly,
adequate. regular and efficient inn-regional merchant shipping service
to and from participating States.

2. The Corporation may operate and maintain merchant shipping
services to non-pmticipting States within and outside the Caribbean
Region.

Article 3
Membership

(a) the Countries listed in the Annex to this Agreement;
(b) all new and Associate Mem5brs of the Caribbean Community.

2. The countries listed in the Annex, the Governments of which
sign this Agreement in acoordance with paragraph 1 of Article 42 and

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1. Membership in the Corporation shall be open to-

WEST INDIES SHIPPING CORPORATION 7

ratify the said Agreement in accordance with paragraph 2 of Article
43 shall become Members of the Corporation (hereinafter referred to
as Member Countries).

3. Countries admitted as new or Associate Members to the Caribbean
Community by the Conference may become Member Countries of the
Corporation in accordance with Article 46 of this Agreement.

CHAPTER 11
CAPITAL AND OTHER RESOURCES

Article 4
Authorised Capital

1. The authorised capital of the Corporation shall be fifty million
dollars in the currency of Trinidad and Tobago. The authorised capital
shall be divided into shares of one hundred dollars each in the said
currency, which shall be available for subscription only by Member
Countries in accordance with the provisions of Article 6.

2. The authorised capital may be increased by the standing Cam-
mittee on the recommendation of the Board of Directors.

3. The admission of a new Member Country shall entail an increase
in the subscribed capital corresponding to the capital brought in by
the new Member Country.

Article 5
Submption of S h a m

1. The Standing Committee shall determin-
(U) the mount of the issued share capital of the corporation;

(b) the number of shares to be subscribed for by each Member

2. In the initial issue of share capital a number of shares equivalent
in value to the interest of the Member countries specified in param
1 of the Annex in the assets of the former Corporation, which have
been transferred to the Corporation, shall be issued to every such
Member Country. The value of such interest shall be determined as
at the date of the entry into force of this Agreement. Where a Member
Country is in default of an financial obligations to the former Corpora-
tion, the Corporation shad have a lien on any shares issued by it to
that Member Country in respect of the value of the interest of that
Member Country in the assets of the former Corporation.

3. In the case of any subsequent issue of share capital, other than
through an admission of a new Member Country, each Member Country
shall have the right to subscribe. on such terms and conditions as the
Standing Committee determines m oonsultation witb the Board of

and

Country in the initial issue of share capital.

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WEST INDIES SHIPPING CORPORATION

Directors, to a proportion of the increase of shares equivalent to the
proportion which its shares previously subscribed bears to the total
subscribed shares immediately before such increase. No Member
Country shall be obligated to subscribe to any part of such increase
in capital.

4. Where a Member Country to which shares are allotted, pursuant
to paragraph 3, fails, within the period of time set by the Standing
Committee, to take up those shares, or part thereof, such ?hares
or such part thereof shall be offered to the other Member Countries
in the proportion equivalent to the proportion which each Member
Country's shares previously subscribed bears to the total subscribed
shares.

5. All shares shall be issued at par value, unless the Board of Directors

6. Liability of Member Countries on shares shall be limited:tg the
with approval of the Standing Committee, decides otherwise.

uilpaid portion of their issue price.

7..Except as provided in paragraph 6, no Memrbex Country shall
be liable, by reason only of its membership. for obligations of the
Corporation.

Article 6
..

Payment of Subscription
1. The initial issue of share capital, other than the number of shares

to be issued to certain Member Countries under paragraph 2 of Article
5 , shall be subscribed and paid for by each Member Country specified
in the Annex in such instalments extending over such period of rime
as the Board of Directors with the approval of the Standing committee
may determine.

2. Notwithstanding paragraph 1. the Board of Directors may with
the approval of the Standing Committee invite Member Countries to
pay up any instalments although the date for their payment is not due
in order to enable the Corporation to meet its obligations.

3. Any subsequent issue of share capital may be subscribed and paid
for by Member Countries by such instalments and within such period
of time as the Board of Directors after consultation with the Member
Countries who are subscribers to the subsequent issue may determine.

4. The Corporation shall determine the place or any payments under
this Article, provided that until the inaugural meeting of the Board of
Directors the payment of the first instalment referred to in paragraph
1 of this Article shall be made to the Government of Trinidad and
Tobago as trustees of the Corporation.

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WEST INDIES SHIPPING CORPORATION 9

Article 7
Special Fund

1. A Special Fund to be known as the Shipping Finance Fund is
hereby established into which the Corporation shall receive contributions
from the Member Countries.

2. Subject to the provisions of paragraph 3 of Article 10, the Special
Fund shall be used to make provision for the deficit of the Corporation
as shown on the income statement.

3. Contributions to the Special Fund shall be made by the Member
Countries in the proportion that their subscribed share capital bears
to the total subscribed share capital.

Article 8
Transfer of Shares

Subject to paragraph 2 of Article 5, Shares shall not be pledged
or encumbered in any manner whatsoever. Shares are transferable only
to another Member Country.

Article 9
Capital Resources

1. The resources of the Corporation shall consist of-
(U) Ordinary capital resources;
(6) Loan capital resources; and
(c) The Special Fund.

2. In this Agreement-
“loan capital resources” means Emds borrowed by the Corpora-

tion for the purposes of meeting any of its obligations or
discharging any of its functions;

“ordinary capital resources” include-
(U) issued capital of the Corporation allotted pursuant to

Article 5 ;
(b) income derived from investments made from the

aforementioned funds; and
(c) any other funds or income received by the Corpora-

tion (other than payments into the Special Fund and
loan capital resources).

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10 WEST INDIES SHIPPING CORPORATION

CHAPTER In
OPERATING PRINCIPLES

Article 10
Estimates of Revenue and Expenditure and Dividends

1. The Board of Directors shall at such time before the beginning
of a financial year as the Standing Committee may direct, submit to
the Standing Committee--

(U) a programme of the shipping services including capital expendi-
ture whch the Corporation proposes to provide during that
year and of the other activities in which the Corporation
proposes to engage during that year; and

(b) an estimate of the revenue to be received by the Corporation
during that year and of the expenditure to be incurred by
them on revenue account during that year.

2. Every programme and estimate so submitted shall contain such
information as the Standing Committee may direct.

3. The Corporation shall conduct its operations in such a manner
as to enable it to cover its operating expenses (including interest and
depreciation) and amortisation of loan stock, to the greatest extent
possible, from its rate-revenue earnings.

4. The Board of Directors, in any one b n c i a l year, may increase
the freight rates applied by the Corporation by an amoumt not exceed-
ing fifteen per cent without the approval of the Standing Committee.
A n y increase of freight rates above fifteen per cent during such period
shall be submitted by the Board of Directors to the Standing Com-
mittee for its approval.

5. The Standing Committee may, in approving the estimates of the
Corporation, determine and authorise the extent to which the expendi-
ture may exceed the approved estimates.

6. The Board of Directors shall submit to the standing Committee
for its approval each year a revised programme of capital expenditure
applicable to the following five-year period
7. The Board of Directors may recommend. and the Standing a m -

mittee may thereupon declare dividends out of the pet profits of the
Corporation.

8. In this Article-
“expenditure” in relation to any estimate includes any sum thereby

proposed to be set aside or allocated for any purpose, other
than a s u m which would fall to be charged to capital account;

“revenue” does not include any payment into the Special Fund
made by the Member Countries under this Agreement.

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WEST INDIES SHIPPING CORPORATION 11

Article 11
Reports

1. The Corporation shall within six months of the end of each
financial year transmit to the Standing Committee for approval an
annual report containing an audited statement of its accounts and
shall forward such report to Member Countries when approved.

2. The Corporation may publish such other reports as it deems
desirable in the carrying out of its purpose and functions. Such reports
shall be transmitted to the Standing Committee.

3. The accounts of the Corporation shall be audited by Auditors
approved by the Standing Committee.

CHAPTER N
GENERAL POWERS

Article 12
Borrowing and Issue of Stock

1. The Corporation may with the consent of the Standing Committee
or in accordance with the terms of any general authority given by
the Standing Committee, borrow by way of overdraft or otherwise, such
sums as the Corporation may require for meeting its obligations or
discharging its functions.

2. Subject to the provisions of this Ameement, the Corporation may,
upon such terms and conditions as the Standing Committee may approve.
borrow money by the issue of stock for all or any of the following
purposes, that is to say-

(U) the provision of working capital;
(b) the promotion of other undertakings relating to shipping ser-

vices and the acauisition of such other undertakings, or of
shares in such other undertakings, and the making of loans
to and the fulfilment of guarantees given for the benefit of
such other undertakings:

(c) the redemDtion of any stock which the Corporation is required
or entitled to redeem; and

(a) any other expenditure properly chargeable to caaaital account
including the repayment of anv monev borrowed under para-
graph 1 for any of the pumses mentioned in the preceding
sub-paragraphs of this paragraph.

3. The Corporation may create and issue stock required for the

4. In this Article. "Stock" means loan stock.

purpose of exercising its powers under this Article.

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12 WEST INDIES SHIPPING CORPORATION

Article 13
Guarantee of Loans

Any Member Country or group of Member Countries may agree
jointly or severally to guarantee any borrowing by the Corporation
authorised under Article 12 on such terms and conditions as the
Standing Committee may approve.

CHAPTER V
ORGANISATION AND MANAGEMENT

Article 14
Structure

The Corporation shall have a Board of Directors, a General Manager
and such other officers and staff as may be considered necessary by
the Corporation.

Article 15
BOARD OF DIRECTORS:

Composition
1. (U ) Initially the Board of Directors shall not exceed ten (10)

Members of whom :
One shall be appointed by Barbados;
One shall be appointed by Guyana;
Three shall be appointed by Jamaica;
Four shaU be appointed by Trinidad and Tobago;
One shall be appointed jointly by-

1 Antigua Dominica Grenada Montserrat St. Kitts-Nevis-Anguilla St. Lucia St, Vincent
(b) Each Member Country or Group of Member Countries repre-

sented on the Board of Directors shall be entitled to appoint an
alternate for each of its Directors on the Board of Directors.

2. When other Countries become Members, the Standing Committee
may determine the number of Directors of the Corporation. The
Standing Committee. may also determine from time to time the number
of Directors who may represent any Member Country or Member
Countries in terms of the shareholding of Member Countries.

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WEST INDIES SHIPPING CORPORATION 13

3. Each Member Country or group of Member Countries entitled
to make appointments to the Board of Directors shall inform the
Standing Committee of their appointments as soon as possible after
this Agreement enters into force.

4. Subsequent appointments to the Board of Directors shall be
communicated to the Standing Committee by Member Countries or
group of Member Countries as soon as possible after such appointments
are made.

5. Each Director and alternate shall hold office for a period of three
years but shall be eligible for reappointment.
6. The Standing Committee shall appoint from the Directors a Chair-

man and a Vice-Chairman who shall preside in the absence of the
Chairman. Both the Chairman and Vice-chairman shall hold office
for three (3) years. Both shall be eligible for reappointment.

7- The Chairman. Vice-chairman and other Directors may be paid
such remuneration, if any, and such reasonable allowances for attend-
ing Meetings as may be approved by the Standing Committee.

8. A Member Country or grow of Member Countries represented
by a Director may at any time revoke the apwintment of that Director
and appoint another person in his stead. The Member Country or
POUD of Member Countries concerned shall promptly notify the
Standing Committee of such revocation and of the new appointment.

Article 16
BOARD OF DIRECTORS:

Powers
The Board of Directors shall be responsible for the direction of the

general operations of the Corporation and for this purpose shall in
addition to the powers assigned to it by this Agreement, exercise all
the powers delegated to it by the Standing hmmittee.

Article 17
BOARD OF DIRE~ORS:

Voting
1. In voting at Meetings of the Board of Directors, each Director

including the Chairman or Vice-chairman when presiding shall be
entitled to cast one vote. No alternative may vote except in the absence
of his principal.

2. A11 decisions of the Board of Directors shall be by a simple
majority of all the Members of the Board of Directors.

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14 WEST lNDlES SHlPPlNG CORPORATlON

Article 18
BOARD OF DIREC~O-RS:

Procedures
1. The business of the Board of Directors shall normally be trans-

acted at the principal office of the Corporation and the Board of
Directors shall meet as often as the business of the corporation reguires.

2. A simple majority of all the Directors shall constitute a quorum
for any Meeting of the Board of Directors.

3. Subject to paragraphs 1 and 2 of this Article, the Board shall
settle its own Rules of Procedure.

Article 19
The General Manager

1. The Board of Directors shall appoint a General Manager of the
Corporation upon such terms and conditions as the Board sees fit.

2. The General Manager shall be Chief Executive Officer of the
Corporation and shall conduct, under the direction of the Board of
Directors, the current business of the Corporation. He shall be respon-
sible for the organisation, appointment and dismissal of the officers
and staff subject to the general control of the Board of Directors.

Article 20
Office of the Corporation

1. The principal office of the Corporation shall be located in such

2. The Corporation may establish agencies or branch officgs else-
Member Country as the Standing Committee may determine.

where.
Article 21

Registration and Nationality of Ships

or countries as the Standing Committee may direct.
Ships owned by the Corporation shall be registered in such country

CHAPTER VI
WITHDRAWAL AND SUSPENSION OF MEMBERS

Article 22
Withdrawal

1. A Member Country may withdraw from this Agreement at any
time by delivering a written notice to the Depository who shall promptly
notify the other Member Countries.

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WEST INDIES SHIPPING CORPORATION 15

2. Withdrawal of a Member Country shall become effective on the
date specified in its notice but in no event shall such a date be less
than twelve months atter the date that the notice has been received
by the Depository. At any time before the withdrawal becomes effective.
the Member Country may notify the Depository in writing of the
cancellation of its withdrawal notice.

3. Withdrawal from this Agreement shall be conStrued ,as having
the effect of non-participation in the Standing Committee whenever
it is exercising functions under this Agreement.

4. Withdrawal of a Member Country from Membership or Associate
Membership of the Treaty Establishing the Caribbean Comm.mjky shall
be deemed to be withdrawal from this Agreement with effect from
the expiration of the tim’e limited by the provisions of that Treaty.

5. A Member Country which has given notice of its withdrawal
from this Agreement undertakes to honour any financial obligations
duly assumed during its Membership of the Corporation.

Article 23
Suspension of Membership

1. If a Member Country fails to fulfil any of i t s financial gblyations
to the Corporation, the Corporation may request the Secretary-General
of the Caribbean Community to serve notice in writing on the Member
Country concerned, calling on such Member Country to discharge those
obligations within three (3) months of the date on which the notice
was received by the Member Country.

2. Where the Member Country concerned fails to discharge those
obligations within the prescribed period, it shall be automatically sus-
pended unless the Standing Committee decides otherwise.

3. The Member Country so suspended shall automaticallv cease to
be a Member of the Corporation one (1) year from the date of its
suspension or such longer period from that date as the Standing
Committee may determine, unless the Standing Committee, during such
period, decides to restore the Member Country to good standing, on
the fulfilment of its obligation.

4. While under suspension, a Member Country shall not be entitled
to exercise any rights under this Agreement, except the right of with-
drawal but shall remain responsible for all financial obligations assumed
by it up to the time of suspension or during the time of suspension
if that Member Country is restored to good standing under Earagraph
3 of this Article.

Article 24
Settlement of Accozints

1. After the date r3n wbich a Member Country ceases to be a Member
of the Corporation, that former Member shall remain liable for its

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16 WEST INDIES SHIPPING CORPORATION

direct financial obligations to the Corporation that were incurred before
that date and for any other liability so incurred in respect of any loans
or guarantees made to or given in respect of the Corporation but it shall
not incur liabilities with respect to loans and guarantees entered into
thereafter by the Corporation or share either in the income or expenses
of the Corporation.

2. At the time a Member Country ceases to be a Member of the
Corporation, the Corporation shall arrange for the transfer of such
Member’s shares as a part of the settlement of accounts with such
Member in accordance with the provisions of this Article. Such shares
shall be offered in the iirst instance to other Member Countries in
the proportion which each Member Country’s shares subscribed bears
to the total subscribed shares immediately before the offer. For this
purpose, the purchase price of the shares shall be the value shown
by the books of the Corporation, less ten per cent, on the date of
the cessation of Membership.

3. If the Corporation is dissolved pursuant to Article 25 within
six months of the date upon which the Membership of any Member
Country ceases, all rights of the Member Country concerned shall
be determined in accordance with the provisions of Articles 25 to 27.
That Member Country shall be considered as still a Member of the
Corporation for the purposes of such Articles but shall have no vothg
rights.

Article 25
Termination of Operations

1. The Standing Committee may decide to dissolve the operations
of the Corporation.

2. After such decision, the Corporation shall forthwith cease all
activities, except those incidental to the orderly realisation, conserva-
tion and preservation of its assets and settlement of its obligations.

Article 26

Liability of Members and Payment of Claim

In the event of the dissolution of the Corporation-
(a) the liability of all Member Countries for unpaid contributions

the Special Fund shall continue;
(b) the payment of claims shall be made in accordance with the

law applicable to liquidation in force in the Member Country
in which the Corporation has its principal office.

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WEST INDIES SHIPPING CORPORATION 17

Article 27
Distribution of Assets

1. The distribution of assets shall be made in accordance with the
general law applicable to corporate bodies of the Member Country
in which the Corporation has its principal office, provided that within
classes of creditors there shall be no preference but that a distribution
shall be made puri pmsu. The foregoing proviso shall have effect not-
withstanding the laws of the host country on this matter.

2. Any Member Country receiving assets distributed pursuant to this
Article shall enjoy the same rights with respec! to such assets as the
Corporation enjoyed before their distribution.

CHAPTER VII
STATUS, IMMUNITIES, EXEMPTIO~S AND PRIVILEGES

Article 28
Purpose of Chapter

To enable the Corporation effectively to fulfil its purposes and carry
out the functions entrusted to it, the status, immunities, exemptions
and privileges set forth in this Chapter shall be accorded to the Corpora-
tion in the Territory of each Member Country.

Article 29
L e g d staius

1. The Corporation shall possess full juridical personality and. in
particular, full capacity:

(U) to contract;
(b) to acquire and dispose of immovable and movable propeqy;

(c) to institute legal proceedings.
and

2. The Corporation may coaperate with national or internatiopal
organisations or other entities and may seek all appropriate contacts
with a view to co-operation with shipping institutions of the countries
to which its operations extend.

3. Member Countries undertake to enact the legislation necessary to
ensure that-

(a) all land and other property of every kind whatsoever including
things in action vested immediately before the entry into force
of this Agreement in the former Corporation are transferred
to and vested in the Corporation;

(b) all the rights, privileges and advantages and all the liabilities
and obligations which, immediately before the entry into force
of this Agreement, the former Corporation, (in relation to the
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18 WEST INDIES SHIPPING CORPORATION

matters referred to in sub-paragraph (U) of this paragraph)
was entitled or subject to, are conferred on or assumed by, the
Corporation for the purposes of this Agreement;

(c) legal proceedings pending immediately before the entry into
force of this Agreement by or against the former Corporation,
(in relation to matters mentioned in sub-paragraph (a) of this
paragraph) may be continued on or after that day by or
against the Corporation as the party to the proceedings instead
of the former Corporation;

(d) the former Corporation is dissolved.

Article 30 '
Legal Process

Actions may be 'brought against the Corporation in a court of com-
petent jurisdiction in the territory of a Member Country in which the
Corporation has its principal or a branch office or in the territory
of a Member or non-Member Country where it has appointed an
agent for the purpose of accepting service or notice of process.

Article 31
Iinrnunity of Assets

Property and assets of the Corporation wheresoever located and by
whomsoever held, shall be immune from requisition, confiscation and
expropriation by any Member Country.

Article 32
Freedom of Assets from Restrictions

To the extent necessary to enable the Qrporqtion to effectively
carry out its functions and purposes each Member Country undertakes
not to withhold such permission as may be necessary under its respective
laws in relation to the transfer of assets including funds of the Corpora-
tion.

Article 33
Privilege for Communications

Official communications of the Corporation shall be accorded by
each Member Country treatment not less favourable than that it accords
to the official communications of any other Member Country.

Article 34
Immunities and Privikges of the Corporation Personnel

1. All Members of the Standing Committee, Directors, the General
Manager, Officials and Employees of and experts performing missions
in connection with the Corporation :

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WEST INDIES SHIPPING CORPORATION 19

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

(b) where they are not local citizens or nationals, shall be 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 fav-
ourable than those accorded by the Member Countries con-
cerned to the representatives, officials and employees of
comparable rank by any other Member Country;

(c) shall be given such repatriation facilities in time of international
crises which are not less favourable than those accorded by
the Member Countries concerned to the representatives, officials
and employees of comparable rank by any other Member
Country.

2. Member Countries may limit the immunity conferred by this
Article to exclude from its application any civil action arising out
of accidents involving motor vehicles belonging to the Corporation
or operated on its behalf or from traffic offences committed by the
drivers of such motor vehicles. The limitation shall not be enforced
until three months after notification of it to the Corporation.

Article 35
Exemption from Taxation

1. The Corporation, its assets, property, income and its operations
and transactions, shall be exempt from all direct taxation and from
all customs duties and other internal taxes on goods imported for its
official use.

2. Notwithstanding the provisions of paragraph 1 of this Article, the
Corporation shall not claim exemption from taxes which are not more
than charges for public utility services.

3. Articles imported under an exemption from customs duties as
provided by paragraph 1 of this Article shall not be sold in the territory
of the Member Country which granted the exemption except under
conditions agreed with the Member Country.

Article 36
Waiver of Immunities, Exemptions and Privileges

1. The immunities, exemptions and privileges provided in .this Chapter
are granted in the interest of the Corporation. 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 Corporation.

2. The General Manager shall have the right and duty to waive any
immunity, exemption or privilege in respect of any officer or employee

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WEST INDIES SHIPPING CORPoRATION

of, or any expert performing a mission for the Corporation, 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 Corporition.

3. 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 in respect of the General Manager.

CHAPTER VIII
AMENDMENTS, INTERPRETATION, ARBITRATION

Article 37
Amendments

1. This Agreement may be amended by the Member Countries and
any such amndment shall be open for signature and ratification in
the manner provided for by Articles 42 and 43.

2. Any proposal to amend this Agreement whether emanating from
a Member Country or from the Standing Committee, shall be com-
municated to the Secretary-General and copied to all other Member
Countries.

3. Any such amendment shall come into force upon receipt of the
last instrument of ratification by the Secretary-General who shall notify
all the Member States of the date of entry into force d each amend-
ment.

Article 38
Interpretation and Application

1. In this Agreement unless the context otherwise
“Corporation” means the West Indies Shipping Corporation

established by Article 1.
“Dollar” means the dollar in the currency in the territory where

the Corporation has its principal office.
“Financial Year” means January 1 to December 31, unless the

Standing Committee otherwise determine.
“Member Country” means any State or temtory which signs and

ratifies or accedes to t h i s Agreement.
“Standing Committee” means the Standjng Committee of Ministers

responsible for Transport established and designated as an
Institution of the Caribbean Community by the decision of
the Heads of Government Conference of the Caribbean
Community.

“Secretary-General” means the Secretary-General of the Caribban
Community established by the Treaty done at Chaguaramas
on 4th July. 1973.

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WEST INDIES SHIPPING CORPORATION 21

2. Any question of interpretation or application of the provisions of
the Agreement not otherwise expressly provided for shall be submitted
to the Standing Committee for a decision.

Article 39
Arbitration

1. If a dispute should arise between the Corporation and a Country
which ceases to be a Member, or between the Corporation and any
Member Country after a decision to dissolve the Corporation, such
dispute shall be submitted to arbitration by a tribunal of three arbitra-
tors by either Party to the dispute. Each Party shall appoint one
arbitrator, and the two arbitrators so appointed shall appoint the third
who shall be Chairman. If within thirty days of the request for arbitra-
tion either Party has not appointed an arbitrator or if within fifteen
days after the appointment of two arbitrators the third arbitrator has
not been appointed, either Party may request the Secretary-General
to appoint an arbitrator. The procedure of the arbitration shall be fixed
by the arbitrators. However, the third arbitrator shall be empowered
to settle all questions of procedure in any case of disagreement with
respect thereto.

2. A majority vote of the arbitrators shall be sufficient to reach a
decision which shall be final and binding upon the parties.

Article 40
Undertaking as to Financial Obligations to Former Corporation

Each Member Country undertakes to pay to me Corporation within
one (1) year of the date of the entry into force of this Agreement, a
sum -equal to the total amount due and Owing by it to the former
Corporation immediately before that date.

CHAPTER IX
FINAL PROVISIO~S

Article 41
Implementation

Each Member Country shall take the necessary action to make
effective the provisions of this Agreement and enact such le@slation
as may be necessary to discharge its obligation under it.

Article 42
Signature and Deposit .

1. This Agreement shall be lodged with the Secretary-General (m
this Agreement referred to as the Depositary) and shall remain open
until the 30th day of November, 1975 for signature by the Countries
listed in the Annex to this Agreement.

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22 WEST INDIES SHIPPING CORPORATION

2. The Secretary-General shall transmit certified copies of @is Agree-
ment to all the signatories and other countries which become Members
of the Corporation.

Article 43
Rjztificration

1. This Agreement shall be subject to ratification by the signatories.
2. Instruments of Ratification shall be deposited with the Depositary

who shall notify the other signatories of each deposit and the date
thereof.

Article 44
Entry into Force

The Agreement shall enter into force upon the deposit of Instruments
of Ratification by four or more Countries mentioned in pg-agraph 1
of the Annex which have subscribed to at least 90 per cent of the
initial issue of share capital in accordance with Article 5.

&ticle 45
Saving

The voting of a representative of any oquntry on the Standing Com-
mittee that is not a Member Oountry shall not be counted.

Article 46
Accession

After the 30th day of November, 1975 a country may become a
Member of the Corporation (provided that country is a Member or
Associate Member of the Caribbean _Community) by Accession to this
Agreement on such terms as the Standing Committee shall determine.
Any such country shall deposit, on or before a date appointed by the
Standing Committee, an Instrument of Accession with the Depository
who shall notify such deposit and the date thereof to the Corporation
and the parties to this Agreement. Upon such deposit, the Country
shall become a Member of the Corporation on the appointed date.

Article 47
Inaugural Meeting

1. As soon as possible after this Agreement enters into force the
Secretary-General shall call a special meeting of the Standing Committee
for the purpose of appointing the Chairman and Vice-chairman of the
Board of Directors of the Corporation, and such other matters as may
be necessary for the carrying of this Agreement into &wt.

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WEST INDIES SHIPPING CORPORATlON

2. Within three (3) weeks of the appointment of the Chairman and
Vice-chairman, the Chairman shall call the inaugural meeting of the
Board of Directors.

ANNEX .
MEMBERSHIP

Membership of the Corporation shall be open to-
1. (i) Antigua

(ii) Barbados
(iii) Dominica
(iv) Grenada
(v) Guyana

(vi) Jamaica
(vii) Montserrat
(viii) St. Kitts/Nevis/Anguilla
(ix) S t Lucia
(x) St. Vincent

(xi) Trinidad and Tobago
2. Belize

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