Caribbean Food Corporation

Link to law: http://rgd.legalaffairs.gov.tt/Laws2/Alphabetical_List/lawspdfs/63.03.pdf

Caribbean Food Corporation
CARIBBEAN FOOD CORPORATION ACT

CHAPTER 63:03

LAWS OF TRINIDAD AND TOBAGO

Current Authorised Pages
Pages Authorised

(inclusive) by L.R.O.
1–26 ..

L.R.O.

Act
39 of 1979

Amended by
30 of 1981

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Note on Subsidiary Legislation
This Chapter contains no subsidiary legislation.

Note on Commencement
Section 9 of the Act of this Chapter provided that the Act would come into operation on a date to
be appointed by the President by Proclamation.
Before any Proclamation was made under section 9, the Corporation began to operate in purported
exercise of authority under the Act. Parliament therefore enacted Act No. 30 of 1981 which validated
all acts done by the Corporation, brought the Act of this Chapter into operation on 7th September 1981
and repealed its commencement provision section 9 (which has accordingly been omitted from the text
published in this Chapter).

The validation provision of Act No. 30 of 1981 reads as follows:
2. Notwithstanding any rule of law to the contrary including in particular section 9

of the Act, it is declared that all acts and things purported to be done by any person
or authority under or in pursuance of the powers conferred by the Act are deemed
to have been lawfully and validly done, and no legal proceedings shall be instituted
or entertained in respect or in consequence of such acts or things by reason only of
the fact that they were done before the Act came into operation.”.

“Validation of
acts and things
done under or
in pursuance
of the Act.

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CHAPTER 63:03

CARIBBEAN FOOD CORPORATION ACT

ARRANGEMENT OF SECTIONS

SECTION

1. Short title.
2. Interpretation.
3. Agreement to have the force of law.
4. Principal office of Corporation.
5. Service of documents on Corporation.
6. Financial provisions.
7. Implementation of amendments to the Agreement.
8. Certificate of Minister to be conclusive evidence.

SCHEDULE.

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CHAPTER 63:03

CARIBBEAN FOOD CORPORATION ACT

An Act to provide for the implementation of the Agreement
establishing the Caribbean Food Corporation and for
matters connected therewith.

[7TH SEPTEMBER 1981]

1. This Act may be cited as the Caribbean Food
Corporation Act.

2. (1) In this Act—
“the Agreement” means the Agreement establishing the Caribbean

Food Corporation done at Georgetown on 18th August 1976,
the text of which is set out in the Schedule and to which the
Government is a party;

“the Caribbean Integration Fund” means the Caribbean Integration
Fund established under the Exchequer and Audit Act and
referred to in the Exchequer and Audit (Amendment to the
First Schedule) Order 1975;

“the Corporation” means the Caribbean Food Corporation
established by the Agreement.

(2) The reference in Article 31 of the Agreement that the
Corporation shall possess full juridical personality shall be construed
as meaning that the Corporation shall be a body corporate.

3. Subject to this Act, Articles 31 to 34 of the Agreement
shall have the force of law in Trinidad and Tobago.

4. The Corporation shall have its principal office in Trinidad
and Tobago and the address of that office shall be registered with
the Registrar General.

5. Documents to be served on the Corporation may be served
by leaving the same at or by sending the same by registered post to
the address registered under section 4.

39 of 1979.

Commencement.
[30 of 1981].

Short title.

Interpretation.

Schedule.

Ch. 69:01.
163/1975.

Agreement to
have the force
of law.

Principal office
of Corporation.

Service of
documents on
Corporation.

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6. (1) Payments required to be made to the Corporation by
Trinidad and Tobago under the Agreement shall be paid out of
the Caribbean Integration Fund on the warrant of the Minister
of Finance.

(2) Payments received by the Government from the
Corporation on account of the subscription of Trinidad and Tobago
to the share capital of the Corporation shall be paid into the
Caribbean Integration Fund.

7. (1) Where an amendment of the Agreement is accepted
by the Government, the Minister may by Order amend the Schedule
for the purpose of including the amendment.

(2) An Order made under this section may contain such
consequential, supplemental or ancillary provisions as appear to
the Minister to be necessary or expedient for giving effect to the
amendment and may in particular contain provisions amending
references in this Act to specific provisions of the Agreement.

(3) Where the Schedule is amended in accordance with
this section, any reference in this Act or in any other written law or
in any instrument having effect under any such written law shall,
unless the context otherwise requires, be construed as a reference
to the Agreement as so amended.

(4) In this section “Minister” means the Minister
responsible for Agriculture.

8. Where in any proceedings a question arises as to the
entitlement of the Corporation or any other person to immunities
or privileges under this Act, a certificate issued by or under the
authority of the Minister of External Affairs to the effect that the
Corporation or other person is or is not so entitled shall be
conclusive evidence that the Corporation or other person is or is
not so entitled, as the case may be.

Financial
provisions.

Implementation
of amendments
to the
Agreement.
Schedule.

Certificate of
Minister to be
conclusive
evidence.

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SCHEDULE
AGREEMENT ESTABLISHING THE CARIBBEAN

FOOD CORPORATION
PREAMBLE

The Contracting Parties, being Governments of the Member States of the
Caribbean Common Market;

Conscious of the need to adopt a scheme for the rationalisation of
agricultural production within the Region with a view to promoting
complementarity in national agricultural programmes as contemplated in Article 49
of the Annex to the Treaty Establishing the Caribbean Community;

Noting the alarming rate of increase in the importation of agricultural
products into the Region caused to some extent by the inadequate methods and
practices of farming on a large or small scale in the past;

Mindful of the need to increase agricultural production within the Region
and to facilitate the transportation, distribution and marketing of the products
thereof within and without the Region;

Considering that while any such scheme should be organised on a sound
commercial basis full advantage should be taken of the potential of the scheme
for assisting in the development of small farming enterprises and the development
of the human resources of the Region;

Determined to remedy the situation by using advanced technology to
implement a viable and efficient import replacement scheme in order to achieve
self-sufficiency in food and to raise nutritional levels within the Region without
displacing or competing with national efforts;

Have agreed as follows:

CHAPTER I

ESTABLISHMENT, OBJECTIVES, MEMBERSHIP AND
POWERS OF CORPORATION

Article 1
ESTABLISHMENT

By this Agreement the Contracting Parties establish a Caribbean Food
Corporation having the objectives, membership and powers hereinafter specified.

Article 2
INTERPRETATION AND APPLICATION

1. In this Agreement unless the context otherwise requires—
(a) “agricultural production” includes the production of fish and meat;

Sections 2(1)
and 7.

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(b) “Common Market” means the Caribbean Common Market
established by the Annex to the Treaty;

(c) “Corporation” means the Caribbean Food Corporation
established by Article 1;

(d) “dollar” means a dollar in the territory of the principal office
of the Corporation;

(e) “financial year” means the period 1st January to 31st
December, unless the Board of Directors otherwise determines;

(f) “Less Developed Countries” or “LDCs” has the same meaning
as in Article 3 of the Treaty;

(g) “Member Country” means any Country which signs or accepts
or accedes to this Agreement;

(h) “More Developed Countries” or “MDCs” has the same
meaning as in Article 3 of the Treaty;

(i) “Region” means the States comprising the membership of the
Common Market;

(j) “Secretary-General” means the Secretary-General of the
Caribbean Community established by the Treaty;

(k) “Treaty” means the Treaty Establishing the Caribbean
Community done at Chaguaramas on the 4th July, 1973.

2. Any question of interpretation or application of the provisions of
this Agreement not otherwise expressly provided for shall be submitted to
the Board of Governors for decision by a simple majority of the total
number of Governors.

Article 3
OBJECTIVES

The Corporation shall have as its objectives the production, processing,
packing, storage, transportation, distribution and marketing of food, and without
limiting the generality of the foregoing, the following:

(a) identifying, planning and implementing all stages of
agricultural production schemes and any schemes relating
thereto and, in pursuing the foregoing, to co-operate with
national agencies;

(b) mobilising funds, technical and managerial skills from within
and without the Region to promote, finance and implement
agricultural production schemes;

(c) organising and facilitating the bulk purchase of agricultural
inputs, as well as the marketing and other services associated
with agricultural production schemes.

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Article 4
MEMBERSHIP

1. Membership of the Corporation shall be open to—
(a) the Countries listed in the Annex to this Agreement;
(b) new Members of the Common Market or of the Community;
(c) Associate Members of the Common Market and other

Countries having a special relationship with the Common
Market or with the Community.

2. The Countries listed in the Annex to this Agreement, the Governments
of which sign this Agreement, in accordance with paragraph 1 of Article 38 or
accept the said Agreement in accordance with paragraph 3 of the said Article 38
shall become Members of the Corporation.

3. Countries admitted as new Members of the Common Market or of the
Community may become Members of the Corporation in accordance with
Article 40 of this Agreement.

4. Associate Members of the Common Market and other Countries
having a special relationship with the Common Market or with the Community
may become Members of the Corporation in accordance with Article 41 of
this Agreement.

Article 5
POWERS AND FUNCTIONS

In order to achieve its objectives, the Corporation shall have power—
(a) itself or through its subsidiaries to operate within the Common

Market or, in furtherance of its objectives outside thereof,
including in particular, power to—

(i) make investments;
(ii) establish, manage and operate enterprises;

(iii) engage in activities for the purchase, processing,
transportation, marketing and distribution of products;

(iv) engage in financial operations;
(v) engage in any other activity related to its objectives;

(b) to act as agent for any government or any government
authority;

(c) to sell, lease or otherwise dispose of the undertaking, property,
assets, rights and effects of the Corporation or any part thereof
for such consideration, if any, as it thinks fit;

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(d) to finance or assist in financing the sale of equipment,
machinery, vehicles, commodities or any other tangible
personal property by way of purchase and resale, leasing, hire
purchase, deferred payment or any other similar transaction
and to institute, enter into, carry on, finance or assist in
financing the sale and maintenance of equipment, machinery,
vehicles, commodities or any other tangible personal property
upon any terms whatsoever, to acquire and discharge leases,
hire purchase, deferred payment or other agreements or any
rights thereunder whether proprietary or contractual;

(e) to establish branches, agencies, representative offices, affiliates
and subsidiary companies in any Member Country and to
regulate and discontinue the same;

(f) to amalgamate, enter into any partnership or any
arrangement for sharing profits, union of interests, co-
operation, joint venture, reciprocal or otherwise with any
person, partnership or company where such amalgamation,
partnership or arrangement may seem conducive to any of
the Corporation’s objectives;

(g) to form, promote, finance and assist companies, co-operatives
and partnerships;

(h) to subscribe for, purchase or otherwise acquire and hold, sell,
exchange, transfer, assign or otherwise dispose of and generally
deal in the bonds, debentures, stocks, shares or other securities
of any bank, corporation, company, co-operative or association,
and while such owner to exercise all the rights of ownership
including the right to vote;

(i) to do all or any of the above things within or without the Region
and either as principal, agent, trustee or otherwise and either
alone or in conjunction with others and either by or through
agents, trustees or otherwise;

(j) to do all such other things as may be considered to be
incidental or conducive to the exercise of the above powers
or any of them.

And it is hereby declared that the word “company” in this Article shall be
deemed to include any body of persons whether corporate or unincorporate,
and that the powers specified in the different paragraphs of this Article shall,
except where otherwise expressed in such paragraphs, be in no wise limited
by reference to any other paragraphs or the name of the Corporation, but may
be carried out in as full and ample a manner and shall be construed in as wide
a sense as if each of the said paragraphs defined the powers of a separate,
distinct and independent company.

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CHAPTER II

CAPITAL AND OTHER RESOURCES
Article 6

AUTHORISED CAPITAL

1. The authorised capital of the Corporation shall be one hundred
million dollars. The authorised capital shall be divided into shares of one
thousand dollars each, the initial issue of which shall be available for
subscription only by Member Countries in accordance with the provisions
of Article 7 of this Agreement.

2. The authorised capital may be increased by the Board of Governors
on the recommendation of the Board of Directors.

Article 7

INITIAL ISSUE OF SHARES

1. There shall be an initial issue (hereinafter referred to as “the initial
issue”) of share capital to the value of ten million dollars comprising of at least
two portions. The first portion to the value of four million, four hundred and
fifty thousand dollars shall be allotted and subscribed for in this Article and in
Article 8 of this Agreement. The remainder of the initial issue shall be available
for allotment and subscription in a manner and at a time as the Board of Directors
may determine.

2. The first portion of the initial issue taken up by the MDCs, Belize and
LDCs (other than Belize) shall be allotted as follows:

$
Barbados … … … 500,000
Guyana … … … 1,250,000
Jamaica … … … 1,250,000
Trinidad and Tobago … … 1,250,000
Belize … … … 100,000
LDCs (other than Belize) … 100,000

3. In respect of the shares allotted to the LDC’s (other than Belize) the
WISA Council of Ministers shall determine and notify in writing to the Secretary-
General its undertaking to subscribe for the shares so allotted.

4. Share capital of the initial issue shall be issued at par unless the Board
of Governors decides otherwise.

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5. Liability of Member Countries on shares shall be limited to the unpaid
portion of their issue price.

6. Except as provided in paragraph 5 a Member Country shall not be
liable, by reason only of its membership, for obligations of the Corporation.

Article 8

PAYMENT OF SUBSCRIPTION

1. A Member Country which has taken up shares from the first portion of
the initial issue shall make payment to the Corporation for such portion within
three weeks after the time prescribed by the Board of Directors for such payment.
The remainder of the initial issue shall be paid for in such amounts and within
such time as the Board of Directors may determine provided that the amount
required to be paid by a Member Country for its shares in the remainder of the
initial issue shall bear the same proportion as that Member’s share in the first
portion bears to the total subscribed shares of the first portion.

2. Where any payment in respect of the initial issue of shares is sought to
be made before the holding of the inaugural Meeting of the Board of Directors
that payment shall be made to the Government of the place in which the principal
office of the Corporation is located, and shall be held by that Government on
behalf of the Corporation until such time as the Board of Directors requires that
payment be handed over to the Corporation.

3. Any subsequent issue of share capital shall be issued at par value unless
the Board of Governors decides otherwise and shall be paid for by Member
Countries in such instalments as the Board of Governors after consultation with
the Member Countries who are subscribers to that issue may determine.

Article 9

TRANSFER OF SHARES

Shares shall not be pledged or encumbered in any manner whatsoever and
may be transferred only to another Member Country.

Article 10

CAPITAL RESOURCES

1. The resources of the Corporation shall consist of—
(a) ordinary capital resources; and
(b) loan capital resources.

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2. In this Article, the term—
(a) “ordinary capital resources” includes—

(i) issued share capital of the Corporation allotted pursuant
to Article 7;

(ii) income derived from the aforementioned funds;
(iii) any other funds or income received by the Corporation;

(b) “loan capital resources” means funds borrowed by the
Corporation for the purpose of meeting any of its obligations
or discharging any of its functions.

CHAPTER III

OPERATING PRINCIPLES, INVESTMENT
PROGRAMMES AND REPORTS

Article 11

OPERATING PRINCIPLES

1. In pursuance of its objectives the Corporation shall invest in
enterprises which are financially viable, due regard being paid to the following
important criteria:

(a) the ability of the enterprise to increase agricultural production
in order to achieve the greatest possible self-sufficiency within
the Region; and

(b) the ability of the enterprise to produce agricultural products
that will raise the nutritional levels within the Region.

2. In the performance of its functions the Corporation may—
(a) utilise the services of wholly-owned subsidiaries;
(b) enter into point enterprises with national governments,

government agencies and statutory bodies;
(c) utilise where appropriate the services of the Caribbean

Investment Corporation, the Caribbean Development Bank,
the Caribbean Agricultural Research and Development Institute
and similar institutions within or without the Region.

3. In making investments in private enterprises, regionally owned and
controlled enterprises shall be preferred.

4. Before engaging in any enterprise in a Member Country the Corporation
shall obtain the approval of the Member Country in which the enterprise is to
be located.

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Article 12
INVESTMENT PROGRAMMES

1. The Board of Directors shall submit for approval of the Board of
Governors, investment programmes at such times and for such periods as the
Board of Governors may determine. These investment programmes shall take
into account the respective policies of Member Countries within the Region
concerning agriculture and agro-based industries.

2. The investment programmes shall take into account the priority areas
of activity as determined by the Board of Governors under Article 18.

Article 13
REPORTS

1. The Board of Directors shall, within six months of the end of each
financial year, call an annual general meeting. At the annual general meeting
the Board of Governors shall consider the report of the Board of Directors
including an audited statement of its accounts for the past financial year and
shall also approve the budget of the Corporation for the next financial year.

2. The Board of Directors shall, with the approval of the Board of
Governors, publish the annual report of the Corporation and may also publish
such other reports as it deems desirable in the carrying out of the objectives of
the Corporation. Such reports shall be transmitted to the Board of Governors.

3. The accounts of the Corporation shall be audited by auditors appointed
by the Board of Governors.

CHAPTER IV

BORROWING
Article 14

LOANS

The Corporation may in accordance with the terms of any general authority
given by the Board of Governors at the annual general meeting or from time to
time, borrow such sums as the Corporation may require for meeting its
obligations or discharging its functions.

Article 15
GUARANTEE OF LOANS

Any Member Country or group of Member Countries may agree jointly or
severally to guarantee any borrowing of the Corporation authorised under
Article 14 of this Agreement.

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CHAPTER V

ORGANISATION AND MANAGEMENT
Article 16

STRUCTURE

The Corporation shall have a Board of Governors, a Board of Directors, a
Managing Director and such other staff as may be considered necessary for the
exercise of its functions.

Article 17
BOARD OF GOVERNORS

COMPOSITION
1. The Board of Governors shall consist of the Minister responsible for

Agriculture of each Member Country to which shares have been allotted or
such other person as the Member Country may designate.

2. Where a Member Country fails to pay for shares within the time
prescribed or determined by Article 8 that Member Country shall be deemed to
be in arrears and shall forfeit its right to participate on the Board of Governors.

3. A Member Country whose right to participate on the Board of
Governors was forfeited under paragraph 2 of this Article shall on satisfying all
its outstanding obligations within the contemplation of that paragraph have that
right restored.

4. At each annual meeting the Board of Governors shall elect one of
the Governors as Chairman who shall hold office until the election of the
next Chairman.

5. The Chairman shall preside at all Meetings of the Board of Governors
but in the event of his absence or his inability to preside, the Governors present
and constituting a quorum shall elect from among themselves a Governor to
preside at that Meeting.

Article 18
BOARD OF GOVERNORS

POWERS
1. The Board of Governors is empowered to approve the investment

programme and the annual budget of the Corporation and to give general policy
directions to the Board of Directors.

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2. The Board of Governors may delegate to the Board of Directors any
of its powers, except the power to—

(a) admit new members and determine the terms and conditions
of their admission;

(b) increase the authorised capital of the Corporation;
(c) decide on questions regarding the interpretation or application

of this Agreement;
(d) determine the fees of the directors and their alternates;
(e) approve the investment programme and annual budget of

the Corporation;
(f) delegate any of its powers.

3. The Board of Governors shall retain full power to exercise authority
over any power delegated to the Board of Directors in accordance with
paragraph 2 of this Article.

Article 19

BOARD OF GOVERNORS

VOTING AND PROCEDURE

1. The Board of Governors shall hold an annual general meeting.
Special Meetings of the Board of Governors may be called either by the
Board of Directors or on a requisition of not less than three Members of the
Board of Governors.

2. Each Member of the Board of Governors shall have three hundred
votes plus one additional vote for each share held by the Member Country
he represents.

3. Except as otherwise expressly provided in this Agreement, all matters
before the Board of Governors shall be determined by a majority of the voting
power of the Member Countries represented at the meeting.

4. A majority of the total number of the Governors shall constitute
a quorum for any meeting of the Board of Governors, provided such
majority represents not less than two-thirds of the total voting power of
the Member Countries.

5. The Board of Governors may establish a procedure for obtaining a
vote on a specified question without calling a meeting.

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Article 20
BOARD OF DIRECTORS

COMPOSITION
1. Upon the entry into force of this Agreement the Board of Directors

shall consist of not more than nine Directors, as follows:
(a) Directors appointed by or in respect of Member Countries in

accordance with this Article;
(b) the Secretary-General or his nominee and the Managing

Director.
The Directors referred to in subparagraph (b) shall have no vote.

2. Directors shall be appointed as follows:
(a) each MDC upon becoming a Member of the Corporation shall

be entitled to appoint one Director and one alternate Director;
(b) Belize upon becoming a Member of the Corporation shall be

entitled to appoint one Director and one alternate Director;
(c) in respect of the LDCs (other than Belize) the WISA Council

of Ministers shall be entitled to appoint two Directors and two
alternate Directors, if but only if, one or more of the LDCs
have taken up not less than one hundred shares in the initial
issue of shares.

3. Subject to paragraph 4 an alternate Director shall in the absence of his
principal attend any meeting and shall be entitled to vote on any matter.

4. For so long as a Member Country is deemed to be in arrears under
Article 17(2), the Director appointed by that Member Country or the Directors
appointed by the WISA Council of Ministers [in any case where the Member
Country in arrears is an LDC (other than Belize)] shall not participate in the
business of the Board of Directors.

5. Each Member Country entitled to make appointment of Directors and
the WISA Council of Ministers shall inform the Secretary-General promptly
after this Agreement enters into force of their appointments and such
appointments shall become valid only upon notification to the Secretary-General.

6. Subsequent appointments to the Board of Directors shall be
communicated to the Chairman of the Board of Directors as soon as possible
before the expiration of the term of office of the Director to be replaced.

7. Each Director shall hold office for a term of three years but shall be
eligible for reappointment.

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8. The Board of Directors shall elect a Chairman and a Vice-Chairman from
among the Directors, and the Vice-Chairman shall preside in the absence of the
Chairman. In the absence of the Chairman and Vice-Chairman at any meeting the
Directors may elect one of their number to act as Chairman of the meeting of the
Board of Directors. Both the Chairman and the Vice-Chairman shall hold office for
three years. Both shall be eligible for re-election. The Secretary-General or his nominee
and the Managing Director are not eligible for election as Chairman or Vice-Chairman.

9. Directors shall be persons of high competence with experience in
commercial, agricultural or financial matters.

10. Directors shall be paid such fees and reasonable allowances for
attending meetings as may be approved by the Board of Governors.

11. A Member Country or the WISA Council of Ministers may at any
time revoke its appointment of a Director and appoint another person in his
stead. The Member Country or the WISA Council of Ministers, as the case may
be, shall promptly notify the Chairman of the Board of Directors of such
revocation and of the new appointment. A Director appointed under this
paragraph shall hold office only for the remainder of the term of his predecessor.

12. Notwithstanding paragraphs 1 and 2 of this Article the Board of
Governors may decide from time to time to alter the composition of the Board
of Directors by a vote of not less than two-thirds of the Members representing
not less than three-fourths of their total voting power. Nothing in this paragraph
shall impair the right of any Member Country or the WISA Council of Ministers
to appoint Directors as provided for in paragraph 2 of this article.

Article 21
BOARD OF DIRECTORS

POWERS
The Board of Directors shall be responsible, subject to any direction by the

Board of Governors, for the management of the affairs of the Corporation. It shall also
be responsible for the general policies of the Corporation and may give the Managing
Director general and special instructions for the implementation of such policies.

Article 22
BOARD OF DIRECTORS

VOTING AND PROCEDURE
1. The business of the Board of Directors shall be transacted at the

principal office of the Corporation or at such places as may from time to time
be determined by the Board.

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2. The Board of Directors shall meet at least every six months or as often
as the business of the Corporation requires.

3. Meetings shall be called by the Chairman of the Board on at least one
month’s notice unless special circumstances require a shorter period of notice.

4. A quorum of the Board of Directors shall be a simple majority of the
Directors eligible to vote.

5. In voting at meetings of the Board of Directors, each Director (including
the Chairman or the Vice-Chairman when presiding) shall be entitled to one vote.
All matters shall be decided by a majority of the number of Directors present and
voting. In the event of a deadlock the Chairman shall have a casting vote.

6. Subject to the preceding paragraphs of this Article, the Board shall
settle its own Rules of Procedure.

Article 23
THE MANAGING DIRECTOR

1. The Board of Governors shall appoint a Managing Director of the
Corporation upon such terms and conditions as the Board sees fit.

2. The Managing Director shall be the Chief Executive Officer of the
Corporation and shall conduct, under the direction of the Board of Directors,
the business of the Corporation. He shall, subject to the general control of the
Board of Directors, be responsible for the organisation, appointment and
dismissal of the staff.

3. The Board of Directors shall approve rules governing the appointment
and conduct of the staff and the operations of the Corporation.

Article 24
OFFICE AND SEAL OF THE CORPORATION

1. The principal office of the Corporation shall be located in Trinidad
and Tobago.

2. The Corporation shall have an official seal approved by the Board
of Governors.

3. The Directors shall provide for the safe custody of the seal which shall
only be used by the authority of the Directors and any instrument to which the
seal is affixed shall be signed by a Director and countersigned by some other
duly authorised person.

4. The Corporation may establish agencies or branch offices elsewhere.

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Caribbean Food Corporation Chap. 63:03 19

CHAPTER VI

ALLOCATION OF NET INCOME

Article 25
ALLOCATION OF NET INCOME

1. The Board of Governors shall, on the recommendation of the Board of
Directors, determine at least annually the disposition of the net income of the
Corporation arising from its ordinary operations and what portion thereof, if
any, shall be allocated after making provision for reserves or other purposes, to
surplus, and what portion, if any, shall be re-invested in, or distributed among
members of, the Corporation.

2. Any distribution of net income under paragraph 1 of this Article shall
be made to each Member Country in proportion to the paid-up value of shares
held by that Member Country.

3. Payments of the net income under paragraph 1 of this Article shall be
made in such manner as the Board of Governors may determine and in the
respective currencies of Member Countries.

CHAPTER VII

TERMINATION OF MEMBERSHIP

Article 26
TERMINATION OF MEMBERSHIP

Any Member Country which disposes of all its shares in the Corporation
shall cease to be a party to this Agreement, and its membership in the Corporation
shall terminate on the date of the transfer of shares.

Article 27
SETTLEMENT OF ACCOUNTS

1. After the date on which a Member Country ceases to be a Member of
the Corporation, that former Member shall remain liable for its direct financial
obligations to the Corporation that were incurred before that date and for any
other liability so incurred in respect of any loans or guarantees made to or given
in respect of the Corporation but it shall not incur liabilities with respect to
loans and guarantees entered into thereafter by the Corporation or share either
in the income or the expenses of the Corporation.

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20 Chap. 63:03 Caribbean Food Corporation

2. Upon a Member Country ceasing to be a Member of the Corporation,
the Corporation shall arrange for the transfer of that country’s shares as a part
of the settlement of accounts with such country in accordance with the provisions
of this Article. Such shares shall be disposed of in such manner as the Board of
Governors may determine.

3. Where within six months of a Member Country ceasing to be a member
of the Corporation, the operations of the Corporation are terminated pursuant to
Article 28, all rights of that Member Country shall be determined in accordance
with Articles 28 and 29. That Member Country shall be considered as still being
a Member of the Corporation for the purposes of those Articles but shall have
no voting rights.

Article 28
TERMINATION OF OPERATIONS

1. The Board of Governors may by a resolution adopted by a vote of not
less than two-thirds of the total number of Governors representing not less than
three-fourths of the total voting power of the Members, terminate the operations
of the Corporation.

2. After such termination, the Corporation shall forthwith cease all
activities, except those incident to the orderly realisation, conservation and
preservation of its assets and settlement of its obligations.

Article 29
DISTRIBUTION OF ASSETS

1. Upon dissolution of the Corporation no distribution of assets shall be
made to Member Countries on account of their subscription to the capital of the
Corporation until all liabilities to creditors are discharged or provided for.
However, such distribution must be approved by a vote of not less than two-
thirds of the total number of Governors representing not less than three-fourths
of the total voting power of the Members.

2. Any distribution of the assets of the Corporation to the Member
Countries shall be in proportion to the paid-up value of the shares held by each
Member Country and shall be effected at such times and under such conditions
as the Board of Governors shall deem fair and equitable. No Member Country
shall be entitled to receive its share in such a distribution of assets until it has
settled all its obligations to the Corporation.

3. Before any distribution of assets is made, the Board of Governors shall
value the assets to be distributed as at the date of distribution.

UNOFFICIAL VERSION


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Caribbean Food Corporation Chap. 63:03 21

CHAPTER VIII

STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES

Article 30
PURPOSE OF CHAPTER

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

Article 31
LEGAL STATUS

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

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

property; and
(c) to institute legal proceedings.

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

Article 32
FREEDOM OF ASSETS FROM RESTRICTIONS

To the extent necessary to carry out their purposes and functions
effectively and subject to the provisions of this Agreement, the Corporation,
its wholly-owned subsidiaries and joint enterprises with Governments of
Member Countries—

(a) may hold assets of any kind and operate accounts in any
currency; and

(b) shall be free to transfer their assets from one Member Country
to another or within any Member Country and to convert any
currency held by them into any other currency of the Region,

without being restricted by financial controls or moratoria of any kind provided
that the transactions involved are carried on within the Region.

UNOFFICIAL VERSION


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LAWS OF TRINIDAD AND TOBAGO

22 Chap. 63:03 Caribbean Food Corporation

Article 33
IMMUNITIES AND PRIVILEGES OF THE

CORPORATION PERSONNEL

All Members of the Board of Governors, Directors, alternates, senior
employees of, and experts performing missions in connection with, the
Corporation, its subsidies or joint enterprises with Governments of Member
Countries, where they are not local citizens or nationals, shall be accorded work
permits and such immunities from immigration restrictions, alien registration
requirements and national service obligations, to the extent necessary for the
efficient functioning of the Corporation.

Article 34
TAXATION

1. The Corporation, its assets, property, income and its operations shall
be exempt from all direct taxation.

2. Notwithstanding the provisions of paragraph 1 of this Article, the
Corporation shall not claim exemption from taxes which are no more than charges
for public utility services.

3. The preceding paragraphs of this Article shall apply to wholly owned
subsidiaries of the Corporation and joint enterprises between the Corporation
and Governments of Member Countries.

Article 35
CREDITS, FISCAL INCENTIVES AND

QUANTITATIVE RESTRICTIONS

Each Member Country undertakes—
(a) to grant to the Corporation long, medium and short-term credits

on no less favourable terms than those given to similar investors
in the particular Member Country;

(b) to accord to the Corporation no less favourable treatment than
that accorded any enterprise operating in the Member Country;

(c) to apply quantitative restrictions in such favourable manner
where appropriate,

to enable the Corporation, its subsidiaries and affiliates more readily to attain
the objectives of this Agreement.

UNOFFICIAL VERSION


UPDATED TO DECEMBER 31ST 2014

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L.R.O.

LAWS OF TRINIDAD AND TOBAGO

Caribbean Food Corporation Chap. 63:03 23

CHAPTER IX

ARBITRATION
Article 36

ARBITRATION

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

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

CHAPTER X

FINAL PROVISIONS
Article 37

IMPLEMENTATION

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

Article 38
SIGNATURE

1. This Agreement shall be lodged with the Secretary-General (in this
Agreement referred to as the Depositary) and shall remain open until the 15th day of
September 1976 for signature by the Countries listed in the Annex to this Agreement.

2. The Depositary shall transmit certified copies of this Agreement to all
the signatories and other Countries which become members of the Corporation.

3. Any Country listed in the Annex to this Agreement which has not signed
the Agreement may accept the Agreement by depositing an Instrument of
Acceptance with the Depositary.

UNOFFICIAL VERSION


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24 Chap. 63:03 Caribbean Food Corporation

Article 39
ENTRY INTO FORCE

1. This Agreement shall enter into force when it has been signed or
accepted in accordance with Article 38 of this Agreement by any four of the
Countries including two of the More Developed Countries listed in the Annex
to this Agreement.

2. The Depositary shall notify the Countries listed in the Annex to this
Agreement of the date of entry into force of this Agreement, and of all the
Countries which have signed or accepted this Agreement and shall transmit
certified copies thereof to all Members.

Article 40
ACCESSION

After the entry into force of this Agreement, a Country other than one
listed in the Annex may in the discretion of the Board of Governors be permitted
to become a member of the Corporation by accession to this Agreement on
such terms as the Board of Governors shall by a two-thirds majority vote of the
total number of Governors determine. Any such Country shall deposit, on or
before a date appointed by the Board of Governors an Instrument of Accession
with the Depositary who shall notify such deposit and the dates thereof to the
Corporation and the parties to this Agreement. Upon such deposit, and upon the
subscription and payment for shares issued to it, the Country shall become a
member of the Corporation on the appointed date.

Article 41
ADMISSION OF ASSOCIATE MEMBERS, ETC.

The Board of Governors may in its discretion and upon such terms and
conditions, as it deems fit, admit to membership of the Corporation any Country
to which paragraph 4 of Article 4 applies.

Article 42
INAUGURAL MEETING

1. As soon as possible after this Agreement enters into force, the Secretary-
General shall convene the inaugural meeting of the Board of Directors.

2. Within thirty days of the holding of the inaugural meeting in accordance
with paragraph 1 of this Article, the Secretary-General shall call a special meeting
of the Board of Governors, if he or the Board of Directors or the Board of
Governors thinks it necessary.

UNOFFICIAL VERSION


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LAWS OF TRINIDAD AND TOBAGO

Caribbean Food Corporation Chap. 63:03 25

In witness whereof, the undersigned plenipotentiaries, being duly authorised
thereto by their respective Governments, have affixed their signatures to
this Agreement.

Done at Georgetown, this 18th day of August, One Thousand Nine Hundred
and Seventy Six in a single copy which shall be deposited with the Caribbean
Community Secretariat which shall transfer certified copies to all the
Contracting States.
Signed by J. E. St. Luce, Minister of Agriculture and Supply

For the Government of Antigua on 27th August 1976 at St. John’s, Antigua.
Signed by

For the Government of Barbados on
at

Signed by Florencio Marin, Minister of Agriculture
For the Government of Belize on 24th August 1976 at Belmopan, Belize, C.A.

Signed by Oliver Seraphin, Minister of Agriculture
For the Government of Dominica on 31st August 1976 at Roseau, Dominica.

Signed by O. A. Raeburn, Minister of Agriculture
For the Government of Grenada on 3rd September 1976 at St. Patrick, Grenada.

Signed by Garvin Kennard, Minister of Agriculture
For the Government of Guyana on 18th August 1976 at Georgetown, Guyana.

Signed by Reg. E. Phillips, High Commissioner
For the Government of Jamaica on 10th September 1976 at Georgetown, Guyana.

Signed by
For the Government of Montserrat on
at

Signed by Robert L. Bradshaw, Premier
For the Government of St. Kitts-Nevis-Anguilla on 28th August 1976 at
Basseterre, St. Christopher (St. Kitts).

Signed by Ira D’Auvergne, Minister of Agriculture and Lands
For the Government of St. Lucia on 1st September 1976 at Castries, St. Lucia.

Signed by E. Joshua, Minister of Agriculture and Trade
For the Government of St. Vincent on 2nd September 1976 at Kingstown,
St. Vincent, W.I.

Signed by Overand R. Padmore, Minister of Agriculture, Lands and Fisheries
For the Government of Trinidad and Tobago on 20th August 1976 at
Port-of-Spain, Trinidad and Tobago.

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26 Chap. 63:03 Caribbean Food Corporation

ANNEX

MEMBERSHIP
Membership of the Corporation shall be open to:

(i) Antigua
(ii) Barbados

(iii) Belize
(iv) Dominica
(v) Grenada

(vi) Guyana
(vii) Jamaica

(viii) Montserrat
(ix) St. Kitts-Nevis-Anguilla
(x) St. Lucia

(xi) St. Vincent
(xii) Trinidad and Tobago

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