CARIBBEAN FOOD CORPORATION ACT
ARRANGEMENT OF SECTIONS
4. Certain provisions of Corporation Agreement given force of law in Jamaica
5. Questions as to entitlement to privileges and immunities
6. Power of Minister to make orders
7. Amendment of Schedule and matters thereon consequential
Agreement establishing the Caribbean Food Corporation
Preamble
Establishment, Objectives, Membership And Powers Of Corporation
a. Article 1 – Establishment
b. Article 2 – Interpretation and Application
c. Article 3 – Objectives
d. Article 4 – Membership
e. Article 5 – Powers and & Functions
Capital and Other Resources
- Article 6 – Authorised Capital
- Article 7 – Initial Issue of Shares
- Article 8 – Payment of Subscription
- Article 9 – Transfer of Shares
- Article 10 – Capital Resources
Operating Principles, Investment Programmes and Reports
- Article 11 – Operating Principles
- Article 12 – Investment Programmes
- Article 13 – Reports
Borrowing
-
- Article 14 – Loans
- Article 15 – Guarantee of Loans
Organization and Management
- Article 16 – Structure
- Article 17 – Board of Governors – Composition
- Article 18 – Board of Governors – Powers
- Article 19 – Board of Governors – Voting and Procedure
- Article 20 – Board of Governors – Composition
- Article 21 – Board of Governors – Powers
- Article 22 – Board of Governors – Voting and Procedure
- Article 23 – The Managing Director
- Article 24 – Office and Seal of the Corporation
Allocation of Net Income
- Article 25 – Allocation of Net Income
Termination of Membership
- Article 26 – Termination of Membership
- Article 27 – Settling Accounts
- Article 28 – Termination of Operations
- Article 29 – Distribution of Assets
Status, Immunities, Exemptions And Privileges
- Article 30 – Purpose of Chapter
- Article 31 – Legal Status
- Article 32 – Freedom of Assets from Restrictions
- Article 33 – Immunities And Privileges of The Corporation Personnel
- Article 34 – Taxation
- Article 35 – Credits, Fiscal Incentives and Quantitative Restrictions
Arbitration
-
- Article 36 – Arbitration
Final Provisions
- Article 37 – Implementation
- Article 38 – Signature
- Article 39 – Entry Into Force
- Article 40 – Accession
- Article 41 – Admission of Association Members, etc.
- Article 42 – Inaugural Meeting
Membership
- This Act may be cited as the Caribbean Food Corporation Act.
- In this Act
“the Corporation” means the Caribbean Food Corporation established under the Corporation Agreement;
“the Corporation Agreement” means the Agreement establishing the Caribbean Food Corporation, the original of which is deposited with the Secretary General of the Commonwealth Caribbean Regional Secretariat and of which the text of the Articles is set out in the Schedule.
- (1) The Minister is authorized to pay for the account of Jamaica the amounts payable from time to time to the Corporation under the Corporation Agreement:
Provided that the Bank of Jamaica may from time to time, subject to the terms of any agreement made by that Bank with the Government, pay from its own funds such of the amounts aforesaid as may be specified in such agreement.
(2) The Minister may borrow, from any person, any sum or sums required for payments under this section and, for the purpose of such borrowing, he may create and issue any securities bearing such rate of interest and subject to such conditions as to repayment, redemption or otherwise as he thinks fit.
(3) The principal and interest of any securities issued under subsection (2) and the expenses incurred in connection with their issue shall be charged on the Consolidated Fund.
(4) Subject to the terms of any agreement to the contrary made by the Bank of Jamaica with the Government pursuant to the proviso to subsection (1), any moneys received by the Government from the Corporation or raised by securities under subsection (2) shall be paid into the Consolidated Fund Account and shall form part of the Consolidated Fund and be available in any manner in which that Fund is available.
(5) The Bank of Jamaica shall act as a depository for the holdings of currency of Jamaica and other assets of the Corporation.
(6) In this section “the Minister” means the Minister responsible for finance.
- Subject as hereinafter provided by this Act, the provisions of Articles 30 to 34 (inclusive) of the Corporation Agreement (which relate to the status, immunities, exemptions and privileges to be given effect in regard to the Corporation) shall have the force of law in Jamaica.
- If in any proceedings any question arises whether or not the Corporation or any other person ought to be afforded the benefit of any privilege, immunity or exemption under the Agreement, a certificate issued by or under the authority of the Minister and stating that the Corporation or such other person ought or ought not to be afforded that benefit as aforesaid shall be conclusive of the matters so stated.
- The Minister may, by order, make such provisions as he may consider necessary or expedient for giving effect to any provisions of the Corporation Agreement.
- (1) Where any amendment to the Corporation Agreement is accepted by the Government, the Minister may, by order, amend the Schedule by including therein the amendment so accepted.
(2) Any order made under this section may contain such consequential, supplemental or ancillary provisions as appear to the Minister to be necessary or expedient for the purpose of giving due effect to the amendment accepted as aforesaid and, without prejudice to the generality of the foregoing, may contain provisions amending references in this Act to specific provisions of the Corporation Agreement.
(3) Every order made under this section shall be subject to negative resolution of the House of Representatives. (4) Where the Schedule is amended pursuant to this section, any reference in this Act or any other instrument to the Corporation Agreement shall, unless the context otherwise requires, be construed as a reference to the Corporation Agreement as so amended.
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 fanning 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
- In this Agreement unless the context otherwise requires—
(a) “agricultural production” includes the production of fish and meat;
(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 January 1 to December 31, 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.
- 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.
Article 4
Membership
- 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.
- 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.
- 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.
- 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 objective?;
(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;
(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, cooperative or association, and while such owner to exercise all the rights of ownership including the right to vote; 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.
CHAPTER II
Capital and Other Resources
Article 6
Authorised Capital
1. The authorised capital of the Corporation shall be one hundred million dollars. The authorized 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 Guyana Jamaica Trinidad & Tobago Belize lDCs (other than Belize) |
$ 500,000
|
3. In respect of the shares allotted to the LDCs (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.
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.
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:
(а) 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 joint 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.
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.
CHAPTER V
Organization 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
Power
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.
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.
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 sub-paragraph (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 Minister 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 m 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 re-appointment.
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 ot 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 place as may from time to time be determined by the Board.
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 counter signed by some other duly authorised person.
4. The Corporation may establish agencies or branch offices elsewhere.
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 alter making provision for reserves or other purposes, to surplus, and what portion, if any, shall be reinvested in, or distributed among members of, die 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.
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 die 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.
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.
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 subsidiaries 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.
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 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 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.
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.
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.
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
| # | Title | Download |
|---|---|---|
| 1 | The Caribbean Food Corporation Act |  PDF |
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