Caribbean Investment Corporation
L.R.O.
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CARIBBEAN INVESTMENT CORPORATION ACT
CHAPTER 70:03
Act
29 of 1973
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Note on Subsidiary Legislation
This Chapter contains no subsidiary legislation.
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CHAPTER 70:03
CARIBBEAN INVESTMENT CORPORATION ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Agreement to have force of law.
4. Financial provisions for giving effect to the Agreement.
5. Certificate of Minister conclusive as to contents.
6. Restriction on use of name.
7. Regulations.
SCHEDULE.
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CHAPTER 70:03
CARIBBEAN INVESTMENT CORPORATION ACT
An Act to provide for the implementation by Trinidad and
Tobago of the Agreement establishing the Caribbean
Investment Corporation and for purposes connected
therewith.
[13TH SEPTEMBER 1973]
1. This Act may be cited as the Caribbean Investment
Corporation Act.
2. (1) In this Act—
“Agreement” means the Agreement for the establishment of the
Caribbean Investment Corporation, set out in the Schedule;
“Corporation” means the Caribbean Investment Corporation
established by the Agreement;
“Minister” means the Minister to whom responsibility for Finance
is assigned.
(2) The reference in Article 30 of the Agreement to
the effect that the Corporation shall possess full juridical
personality shall be construed as meaning that the Corporation
is a body corporate.
3. Subject to this Act, the provisions of Articles 30 to 36 of
the Agreement shall have the force of law in Trinidad and Tobago.
4. (1) There shall be paid out of the Consolidated Fund on
the warrant of the Minister, all payments required to be made from
time to time to the Corporation in respect of Trinidad and Tobago
under the provisions of the Agreement.
(2) Any sums received by the Government from the
Corporation on account of the subscription of Trinidad and Tobago
to the capital stock thereof shall be paid into the Consolidated Fund.
29 of 1973.
Commencement.
Short title.
Interpretation.
Schedule.
Agreement to
have force of
law.
Financial
provisions for
giving effect to
the Agreement.
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5. If in any proceedings a question arises as to the
entitlement of the Corporation or any other person to any
immunities or privileges under this Act, a certificate issued by or
under the authority of the Minister for External Affairs to the
effect that the Corporation or other person is or is not so entitled
shall be conclusive evidence of the fact.
6. (1) Except with the consent of the Minister, no person
shall in connection with any trade or business, use the name of the
Caribbean Investment Corporation or any name so nearly
resembling it as to be likely to deceive.
(2) A person who contravenes subsection (1) is liable on
summary conviction to a fine of ten thousand dollars and to
imprisonment for twelve months.
7. The Minister may make Regulations which he considers
necessary for giving effect to the provisions of this Act.
Certificate of
Minister
conclusive as to
contents.
Restriction on
use of name.
Regulations.
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SCHEDULE
AGREEMENT ESTABLISHING THE CARIBBEAN
INVESTMENT CORPORATION
THE CONTRACTING PARTIES
RECOGNISING the urgent need for a more balanced approach to the
distribution of benefits accruing from the Caribbean Free Trade Area;
BEARING IN MIND regional commitments to introduce measures for
promoting industrial development and agro-based industries in the Less
Developed Countries;
NOTING that the proposals contained in the report of the Industrial Location
Task Force for action by the Less Developed Countries in promoting their
industrial development are acceptable to those countries,
HAVE AGREED as follows:
ARTICLES OF AGREEMENT
CHAPTER I
ESTABLISHMENT OF THE CORPORATION
Article 1
THE CORPORATION ESTABLISHED
By this Agreement the Contracting Parties establish a Caribbean Investment
Corporation (hereinafter referred to as “the Corporation”) having the
membership, powers and functions hereinafter specified.
Article 2
MEMBERSHIP
1. Membership of the Corporation shall be open to—
(a) the States listed in Part A of the Annex to this Agreement which
shall form an integral part thereof;
(b) any other State of the Caribbean Region which becomes a
member of the Caribbean Community; and
(c) residents of States that become Members of the Corporation.
2. The States referred to in paragraph 1(a) of this Article the Governments
of which sign this Agreement in accordance with Article 39 shall become
Members of the Corporation. The States mentioned in paragraph 1(b) of this
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Article the Governments of which accede to this Agreement in accordance with
Article 42 thereof shall become members of the Corporation.
3. Residents of States that are Members of the Corporation may be
admitted to membership on such terms and conditions as the Board of Governors
may determine.
Article 3
FUNCTIONS AND POWERS
1. The functions of the Corporation shall be to ensure the promotion of
the industrial development including the development of agro-based industries
and of integrated agricultural and industrial complexes of the Less Developed
Countries that are members of the Corporation and which—
(a) prior to the 1st May, 1974 have signed the Accord done at
Georgetown, Guyana on the 13th day of April, 1973; and
(b) on or after the 1st May 1974 are Members of the Caribbean
Common Market.
2. For the purpose of performing this function the Corporation is hereby
empowered to—
(a) make equity investments in industrial enterprises in the Less
Developed Countries;
(b) dispose of its equity investments within the Region in order to
replenish its financial resources;
(c) guarantee suppliers’ credits;
(d) administer, manage and account for its financial resources;
(e) provide the technical assistance where necessary for the
preparation and analysis of projects to be financed, and do all
such other acts that may be necessary or incidental to the
achievement of its purposes and the exercise of its functions.
Article 4
DEFINITIONS
1. For the purpose of this Agreement the following expressions shall,
unless the context otherwise require, have the meaning herein provided: “More
Developed Country” means Barbados, Guyana, Jamaica, Trinidad and Tobago,
and “Less Developed Country” means any other State listed in Part A of the
Annex which is a Member of the Corporation provided that the Board of
Governors may from time to time decide to alter any designation as to them
may seem fit.
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2. “Residents” for the purpose of this Agreement means—
(a) a citizen of any State that is a Member of the Corporation; or
(b) a person who has a connection with such a State of any kind
which entitles him to be regarded as belonging to, or, if it be
so expressed, as being a native or resident of the State for the
purposes of such laws thereof relating to immigration as are
for the time being in force; or
(c) a company or other legal entity which in the opinion of the
Board of Governors carries on business in a State that is a
member of the Corporation provided that such Company or
other legal entity has a registered office and carries on
substantial activity within such a State.
CHAPTER II
CAPITAL, CONTRIBUTIONS AND RESOURCES
Article 5
AUTHORISED CAPITAL
1. The authorised capital stock of the Corporation shall be the equivalent
of fifteen million Eastern Caribbean dollars of the weight and fineness of gold
in effect on 1st May, 1973. The authorised capital stock shall be divided into
one hundred and fifty thousand shares with a par value of one hundred dollars
each, and shall be available for subscription by members in accordance with
the provisions of Article 6 of this Agreement.
2. The authorised capital stock may be increased by the Board of
Governors at such times and on such terms and conditions as it may determine
by a vote of not less than fourteen Governors.
Article 6
ISSUE AND SUBSCRIPTION OF SHARES
1. Each Member shall subscribe to shares of the capital stock of the
Corporation in accordance with Part A of the Annex. Within one month of the
entry into force of this Agreement the Corporation shall make an initial issue of
shares of the aggregate value of EC $5 million which shall be subscribed in the
manner set out in paragraph 2 of this Article.
2. The initial issue of shares shall be subscribed by the Members of the
Corporation in the proportions given in Part B of the Annex and shall be paid
for as specified in Article 7 of this Agreement.
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3. Upon any subsequent issue of shares up to the amount of the capital
stock specified in paragraph 1 of Article 5 of this Agreement each State which
is a member shall subscribe in the proportions specified in Part A of the Annex
on such terms and conditions as the Board of Governors may determine, such a
number of shares as bears the same ratio to the issue as the shares held by it bear
to the total issued stock of the Corporation immediately before such issue.
4. Shares initially subscribed by members during the first five years of
the establishment of the Corporation shall be issued at par. Other shares shall be
issued at such value as the Board of Governors may decide.
5. Liability of the members shall be limited to the unpaid portion of their
issue price.
6. Except as provided in paragraph 5 of this Article, no member shall be
liable, by reason only of its membership for obligations of the Corporation.
Article 7
PAYMENT FOR INITIAL ISSUE OF SHARES
Shares subscribed in accordance with paragraph 2 of Article 6 of this
Agreement shall be paid for in five equal instalments. The first instalment shall
be paid on allotment and thereafter one instalment shall be paid in each of the
next four succeeding years.
Article 8
TRANSFER OF SHARES AND RELATED MATTERS
1. Subject to such conditions as the Board of Governors may impose any
member referred to in paragraph 1(c) of Article 2 of this Agreement may transfer
all or any of its shares.
2. The Board of Governors may decline to register the transfer of a share
to a person of whom it does not approve, and it may also decline to register the
transfer of a share on which the Corporation has a lien.
3. No member of the Corporation referred to in paragraph 1(a) and (b) of
Article 2 of this Agreement shall transfer its shares in the Corporation.
Article 9
FINANCIAL RESOURCES
The resources of the Corporation shall consist of—
(a) the authorised capital stock of the Corporation subscribed
pursuant to Article 6;
(b) funds borrowed by the Corporation;
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(c) funds received in repayment of loans or from guarantees or
from the sale of securities acquired by it;
(d) any other funds or income received by the Corporation.
Article 10
USE OF FINANCIAL RESOURCES
The financial resources of the Corporation shall be used exclusively to
further the purpose for which it is established and to carry out its functions in
accordance with this Agreement.
CHAPTER III
OPERATING PRINCIPLES
Article 11
1. In the performance of its functions the Corporation shall invest in projects
which are financially viable, due regard being paid to two other important criteria—
(a) the ability of the projects in which it invests to promote further
industrial and economic development in the economy of the
Less Developed Country concerned; and
(b) the creation of employment opportunities in the Less
Developed Country concerned.
2. In financing industrial development projects, the Corporation shall, as
far as practicable, associate with the local capital of the Less Developed Countries
of the Region and, with joint ventures of the Less Developed Countries and the
More Developed Countries.
3. In the disposal of its equity investment, the Corporation shall, as far as
practicable, seek to make available such equity to individuals and bodies in the
Less Developed Countries in order to increase their participation in industries
located in their territories.
CHAPTER IV
POWERS AND MANAGEMENT
Article 12
BORROWING AND OTHER SPECIFIC POWERS
In addition to any other powers conferred on the Corporation by this
Agreement for the purpose of exercising its functions the Corporation shall
have power to—
(a) borrow money (whether by way of debentures or otherwise)
for the purpose for which it is established;
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(b) advance money by way of loans on such terms and conditions
as it thinks necessary;
(c) invest or deposit in any State that is a member of the
Corporation any of its resources not needed in its operations.
Article 13
MANAGEMENT
The Corporation shall have a Board of Governors, a Board of Directors
and such staff as is necessary for the exercise of its functions.
Article 14
COMPOSITION OF BOARD OF GOVERNORS
1. The Board of Governors shall consist of the following persons:
(a) a Minister of Government appointed as a Governor by each of
the Member States;
(b) four governors representing residents who are members of the
Corporation and who shall be appointed by the Caribbean
Association of Industry and Commerce provided that two of
them shall be selected from the Less Developed Countries who
are members of the Corporation.
2. Each governor shall have an alternate who shall be appointed in like
manner as the governor.
3. Each governor and each alternate may be appointed for a period not
exceeding three years but may be reappointed. Each governor and each alternate
shall serve at the pleasure of the body appointing them. Each governor or his
alternate shall have one vote at meetings of the Board of Governors.
4. The Chairman of the Board shall be elected from among the governors
selected from the Less Developed Countries. He shall hold office for a term of
one year and shall be eligible for re-election. The Chairman shall have both an
original and a casting vote.
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 selected
from the Less Developed Countries to preside at that meeting.
6. Governors and alternates shall serve as such without remuneration from
the Corporation, but the Corporation may pay them for reasonable expenses
incurred in attending meetings.
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Article 15
POWERS OF BOARD OF GOVERNORS
1. All the functions and powers of the Corporation except the power to
make equity investments, guarantee loans and advance money by way of loans
and appoint staff of the Corporation, shall be vested in the Board of Governors.
2. The Board of Governors may delegate to the Board of Directors all or
any of its powers, except the power to—
(a) admit new members referred to in paragraph 1(b) of Article 2
of this Agreement and determine the terms and conditions of
their admission;
(b) increase the authorised capital stock of the Corporation;
(c) suspend a member;
(d) subject to paragraph 3 of Article 6 of this Agreement, determine
the period over which and the manner in which additional
issues of the authorised capital shall be made;
(e) take decisions for the amendment of this Agreement;
(f) decide to terminate the operations of the Corporation and to
determine its assets;
(g) determine the remuneration of the directors and their alternates;
(h) determine the reserves and the distribution of the net profits
of the Corporation;
(i) approve the statement of accounts of the Corporation after
reviewing the report of the Board of Directors;
(j) exercise any other powers that 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 under paragraph 2 and may
give general policy directions on any matter within the competence of the Board
of Directors.
Article 16
PROCEDURE OF BOARD OF GOVERNORS
1. The Board of Governors shall hold an annual meeting and such other
meetings as may be called by the Chairman or by the Board of Directors. The
Board of Directors shall call a meeting of the Board of Governors whenever
requested by a majority of the members of the Corporation.
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2. The quorum for any meeting of the Board of Governors shall not be
less than ten governors of whom—
(a) at least two of the governors are representatives of the More
Developed Countries;
(b) at least two of the governors are representatives of the members
admitted to membership under paragraph 1(c) of Article 2 of
this Agreement; and
(c) at least four of the governors are representatives of the Less
Developed Countries.
3. The Board of Governors may by regulation establish a procedure
whereby the Board of Directors may, when the latter considers it advisable,
obtain a vote of the governors on a specific question without calling a meeting
of the Board of Governors.
4. The Board of Governors may—
(a) establish such subsidiary bodies as it may consider necessary
in the exercise of its powers under this Agreement;
(b) regulate the procedure to be adopted in the conduct of its
meetings;
(c) make Regulations for conducting the affairs of the Corporation.
Article 17
COMPOSITION OF BOARD OF DIRECTORS
1. The Board of Directors shall consist of the following persons:
(a) a representative appointed by each of the governments of the
More Developed Countries;
(b) two representatives of the Less Developed Countries appointed
by the governments thereof; and
(c) four representatives who are residents admitted to membership
under paragraph 1(c) of Article 2 of this Agreement appointed
by the Caribbean Association of Industry and Commerce,
provided that two of them shall be selected from the Less
Developed Countries.
2. (a) Subject to subparagraph (b) and (c) of this paragraph a director
shall hold office for a term of three years and shall be eligible for reappointment;
he shall continue in office until his successor has assumed office;
(b) If the office of a director becomes vacant before the expiration
of his term of office, a new director shall be appointed to fill the vacancy and
shall hold office for the unexpired portion of the term of office of his predecessor;
(c) The appointment of a director may at any time be revoked by
the authority responsible for such appointment under paragraph 1 of this Article.
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3. Each director shall have an alternate who shall, in the case of the director
appointed under paragraph 1(a) or (b) of this Article be appointed in like manner
as the director and, in the case of a director appointed under paragraph 1(c) of
this Article be appointed by the director.
4. The alternate to a director selected from the LDCs under
paragraph 1(c) hereof shall also be from the LDCs.
Article 18
DISQUALIFICATION OF DIRECTORS
1. No person shall be eligible to be a director who is—
(a) a member of the Board of Governors; or
(b) a member of the Legislature of any of the States which are
members of the Corporation; or
(c) an employee of the Corporation.
2. The office of a director appointed under paragraph 1(c) of Article 17
of this Agreement shall be deemed to be vacated if the director—
(a) assumes any of the offices mentioned in paragraph 1 of this
Article;
(b) becomes bankrupt or makes any arrangement or composition
with his creditors generally;
(c) becomes of unsound mind;
(d) resigns his office by notice in writing to the Corporation;
(e) is no longer a member of the Corporation.
In any such case, the provisions of paragraph 2(b) of Article 17 shall apply.
Article 19
CHAIRMAN OF BOARD OF DIRECTORS
1. The Chairman of the Board of Directors shall be selected by the Board
from among its members and shall be one of the directors appointed from the
Less Developed Countries.
2. The Chairman shall preside at all meetings of the Board of Directors,
but in the event of his absence or his inability to preside, the directors present
and forming a quorum shall select from among themselves a director appointed
from any of the Less Developed Countries to preside at that meeting.
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Article 20
FUNCTIONS OF BOARD OF DIRECTORS
Subject to the general policy directions of the Board of Governors, the
Board of Directors shall be responsible for the direction of the operations of the
Corporation and for this purpose, shall, in addition to the powers expressly
assigned to it in this Agreement and those powers delegated to it by the Board
of Governors, have the final authority to—
(a) prepare the work of the Board of Governors;
(b) take decisions relating to investments in equity capital,
borrowing by the Corporation, guarantees and technical
assistance;
(c) submit to the Board of Governors at each annual meeting the
accounts for each financial year;
(d) approve the budget of the Corporation;
(e) advance money by way of loans; and
(f) appoint such staff as may be necessary for the purposes of
carrying out this Agreement.
Article 21
PROCEDURE OF BOARD OF DIRECTORS
1. The Board of Directors shall meet at least four times in each year and
at such times and places as may be necessary for the efficient performance of
its functions.
2. A special meeting may be called by the Board of Directors at any
time at the written request of the majority of the total membership of the
Board of Directors.
3. The Board may regulate the procedure to be adopted in the conduct of
its meetings.
4. A director or his alternate shall, during deliberations on any matter
in which he has a pecuniary interest, either directly or indirectly declare
such interest.
5. Six members of the Board of Directors shall constitute a quorum:
Provided that three members of the quorum shall be respectively—
(a) a representative of a More Developed Country;
(b) a representative of a Less Developed Country; and
(c) a representative of the members admitted to membership under
paragraph 1(c) of Article 2 of this Agreement.
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6. Each member of the Board of Directors shall have one vote. The
chairman shall have a casting vote.
7. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any
such director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
CHAPTER V
OFFICE AND REPORTS
Article 22
OFFICE
1. The principal office of the Corporation shall be located in the
territory of such Less Developed Country as the Board of Governors may
determine. The Corporation may, however, establish branch offices in any
other part of the region.
2. The Corporation shall keep at its principal office such registers as are
required by the laws of the State in which it is located.
Article 23
SEAL
1. The Corporation shall have an official seal.
2. 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 the secretary
of the Corporation or by some other duly authorised person.
Article 24
REPORTS
1. The Board of Directors shall transmit to the Board of Governors
an annual report of its operations together with an audited statement of
its accounts.
2. The accounts of the Corporation shall be audited by independent
auditors to be selected by the Board of Governors.
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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 resulting from its 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 reinvested or distributed among members of
the Corporation.
2. Any distribution of net income under paragraph 1 shall be made to
each member in such manner and currency as the Board of Governors
may determine.
CHAPTER VII
SUSPENSION AND WITHDRAWAL OF MEMBERSHIP
Article 26
SUSPENSION OF MEMBERSHIP
1. The Board of Governors may by vote of not less than fourteen governors
suspend from membership for a period not exceeding one year, any member
who fails or refuses to fulfil any of its obligations or discharge any of its liabilities
under this Agreement. The member concerned shall not be entitled to exercise a
vote in this connection.
2. A suspended member shall not be entitled to exercise any rights under
this Agreement, except the right to withdraw its membership, but shall be subject
to all its obligations and liabilities.
3. A suspended member shall automatically cease to be a member of the
Corporation, if, at the expiration of the period of suspension, the member has
failed or refused to fulfil any obligation or discharge any liability in respect of
which the member was suspended.
4. Notwithstanding the foregoing paragraphs of this Article a suspended
member may before the expiration of the period of suspension be allowed to
exercise any rights under this Agreement if the Board of Governors so decides.
5. The Board of Governors shall determine the disposition of the shares
of any member who ceases to be a member of the Corporation by the operation
of paragraph 3 of this Article.
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6. The provisions of this Article shall not apply to members mentioned
in paragraph 1(c) of Article 2 of this Agreement.
CHAPTER VIII
TERMINATION OF OPERATIONS, LIABILITY OF
MEMBERS, DISTRIBUTION OF ASSETS
Article 27
SUSPENSION AND TERMINATION OF OPERATIONS
1. In an emergency, the Board of Directors may temporarily suspend
operations in respect of new loans and guarantees, pending an opportunity for
further consideration and action by the Board of Governors.
2. The Corporation may terminate its operations by a resolution of the
Board of Governors approved by a vote of not less than fourteen governors and
after such termination the Corporation shall cease to exercise all functions and
powers except those that are necessary or incidental to the realisation and
preservation of its assets and the fulfilment of its outstanding obligations.
Article 28
LIABILITY OF MEMBERS ON TERMINATION
In the event that the Corporation terminates its operations, the liability of
all members for uncalled subscriptions to the authorised capital stock of the
Corporation shall continue until all claims of creditors have been discharged.
Article 29
DISTRIBUTION OF ASSETS ON TERMINATION
1. In the event that the Corporation terminates its operations, there shall
be no distribution of assets among members until—
(a) all claims of creditors have been discharged, and if necessary
on a pro rata distribution among them;
(b) members have fulfilled all their obligations to the
Corporation; and
(c) the Board of Governors had made an evaluation of the assets
to be distributed among members.
2. Any distribution of the assets of the Corporation to the members shall
be in proportion to the contribution of the member to the issue of the authorised
capital stock of the Corporation and shall be effected at such times and under
such conditions as the Board of Governors deems fair and equitable.
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CHAPTER IX
STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES
Article 30
LEGAL STATUS
The Corporation shall possess full juridical personality, and, in particular,
full capacity to—
(a) enter into agreement;
(b) acquire and dispose of property, whether movable or
immovable; and
(c) institute legal proceedings.
Article 31
LEGAL PROCEEDINGS
1. Legal proceedings may be instituted against the Corporation in any
Court of competent jurisdiction in the Territory of a State which is a member of
the Corporation where—
(a) the cause of action arose; or
(b) the Corporation has its principal office or a branch office.
In any other case such proceedings may be instituted against the Corporation
in any such Court in the country where it has appointed an agent for the purpose
of accepting service or notice of process.
2. Service upon the Corporation of any document shall be effected by
delivering or sending it by registered post to its principal office or any branch office.
Article 32
FREEDOM OF ASSETS FROM RESTRICTIONS
To the extent necessary to carry out its purpose and functions effectively
and subject to the provisions of this Agreement, the Corporation—
(a) may hold assets of any kind and operate accounts in any
currency; and
(b) shall be free to transfer its assets from one country to another
or within any country and to convert any currency held by it
into any other currency, without being restricted by financial
controls, regulations or moratoria of any kind.
Article 33
IMMUNITIES AND PRIVILEGES OF PERSONNEL
1. The governors, directors, alternates, officials and staff of, and experts
performing missions for, the Corporation shall be immune from legal process
with respect to acts done by them in their official capacity.
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2. Persons referred to in paragraph 1 of this Article who are not nationals
shall—
(a) enjoy immunity from national service obligations;
(b) have the right to repatriate funds derived from income earned
in the service of the Corporation;
(c) be immune, together with their families forming part of their
household, from immigration restrictions, and alien
registration;
(d) be given, together with families forming part of their
household, the same repatriation facilities and right to
protection as are accorded to members of diplomatic missions
in time of international crisis.
Article 34
EXEMPTIONS
1. The Corporation, its assets and operations and transactions, shall be
exempt from all direct taxation and no customs duties nor charge of equivalent
effect shall be paid on articles imported for its official use.
2. Notwithstanding the provisions of paragraph 1 of this Article, the
Corporation shall not be entitled to exemption from taxes which are no more
than charges for public utility services.
3. Subject to paragraph 4 hereof, dividends and other distributions made
by the Corporation or a distribution of such dividends or distributions made by
a recipient thereof shall be exempt from income tax in the hands of a recipient.
4. Where the recipient is not resident in any Member State the exemption
in paragraph 3 shall apply to so much only of the tax as exceeds his tax liability
on such dividends or other distributions in his country of residence.
Article 35
IMPLEMENTATION
Each member, referred to in paragraph 1(a) and 1(b) of Article 2 of this
Agreement shall inform the Corporation of the action taken to implement the
provisions of this Chapter in its territory.
Article 36
WAIVER OF IMMUNITIES, EXEMPTIONS AND PRIVILEGES
Except as provided for in paragraph 2 of Article 34 of this Agreement, the
chief executive officer of the Corporation (by whatever name called) shall have
the right and the duty to waive any immunity, exemption or privilege in respect
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of any other member of the staff of the Corporation, 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 Corporation. In similar circumstances and under the same
conditions, the Board of Directors shall have the right and duty to waive any
immunity, exemption or privileges respecting the chief executive officer.
CHAPTER X
AMENDMENT AND ARBITRATION
Article 37
AMENDMENTS
1. This Agreement may be amended by the Contracting Parties upon a
decision for the purpose of the Board of Governors by a vote of not less than
fourteen of the governors.
2. Any proposal to amend this Agreement shall be addressed to the
Chairman of the Board of Governors who shall submit a copy of the proposed
amendment to each member prior to its being submitted to the Board. If the
amendment is adopted, the Corporation shall certify it in a formal communication
addressed to each member.
3. The Contracting Parties shall notify the Secretary-General of the
Commonwealth Caribbean Regional Secretariat (hereinafter referred to as
the “Secretary-General”) in writing of their acceptance of the amendment.
The amendment shall become effective at the expiration of three (3) months
after the date of a formal communication by the Secretary-General to all
members of the Corporation notifying acceptance of the amendment by the
Contracting Parties.
Article 38
ARBITRATION
1. If a dispute arises—
(a) between the Corporation and a member who ceases to be
a member;
(b) between the Corporation and a member consequent upon
the adoption of a resolution to terminate the operations of
the Corporation,
such dispute shall, at the written request of either party, be submitted to arbitration
by a tribunal consisting of three arbitrators.
2. Each party to the dispute shall appoint an arbitrator and the third, who
shall be the president of the tribunal, shall be appointed by the two arbitrators
previously appointed.
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3. If within thirty days of the request for arbitration, either party fails to
appoint an arbitrator, or, if within fifteen days of the appointment of the two
arbitrators, the President has not been appointed, either party may request the
Secretary-General to appoint an arbitrator.
4. The arbitrator shall determine the procedure to be adopted in arbitration
disputes; however, the president shall be empowered to settle all questions of
procedure in any case of disagreement with respect thereto.
CHAPTER XI
SIGNATURE, DEPOSIT AND ENTRY INTO FORCE
Article 39
SIGNATURE AND DEPOSIT
This Agreement shall be deposited with the Secretary-General and shall
remain open for signature by the States listed in Part A of the Annex.
Article 40
RESERVATIONS
Any State referred to in paragraph 1(a) or 1(b) of Article 2 of this Agreement
may upon signature enter a reservation to paragraph 1 of Article 34 of this
Agreement in relation to a civil action arising out of an accident caused by a
motor vehicle used by any of the persons mentioned therein in the performance
of any duties relating to the Corporation.
Article 41
ENTRY INTO FORCE
This Agreement shall enter into force upon the signatures of any ten of the
States listed in Part A of the Annex.
Article 42
ACCESSION
After the entry into force of this Agreement any other of the States listed in
paragraph 1(a) or 1(b) of Article 2 of this Agreement may become Parties to
this Agreement by notifying the Secretary-General in writing of their intention
to be bound thereby. Such notification shall take effect from the date of its
receipt by the Secretary-General.
Article 43
INAUGURAL MEETING
As soon as this Agreement enters into force, the Governors representing the
States listed in Part A of the Annex who are parties hereto shall be appointed and the
Secretary-General shall summon the inaugural meeting of the Board of Governors.
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ANNEX
PART A
States and Territories and Number
other Members of the of
Corporation Shares Proportions
Jamaica … … … … 33,750 .225
Trinidad and Tobago.… … … 33,750 .225
Guyana … … … … 6,750 .045
Barbados … … … … 6,750 .045
Antigua … … … …
Belize … … … …
Dominica … … … …
Grenada … … … …. 9,000 .060
Montserrat … … … …
St. Kitts-Nevis-Anguilla … …
St. Lucia … … … …
St. Vincent … … … …
Members admitted to membership
under paragraph 1(c) of Article 2 … 60,000 .400
TOTAL … … … … 150,000 1.000
PART B
Jamaica … … … … … 11,250
Trinidad and Tobago … … … … 11,250
Guyana … … … … … 2,250
Barbados … … … … … 2,250
Antigua … … … … …
Belize … … … … …
Dominica … … … … …
Grenada … … … … … 3,000
Montserrat … … … … …
St. Kitts-Nevis-Anguilla … … ….
St. Lucia … … … … …
St. Vincent … … … … …
Members admitted to membership under paragraph 1(c)
of Article 2 … … … … 20,000
TOTAL … … … … 50,000
Number of
Shares
States and Territories and other Members
of the Corporation
}
}
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