{"kind":"expression","expression":{"expr_id":"21","doc_id":"21","label":"1997 Revision","is_as_enacted":"f","commenced_on":null,"superseded_on":null,"valid_from":null,"valid_to":null,"is_current":"t","incorporating":null,"akn_expr_iri":"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01","akn_envelope":"{\"_canary\": {\"iri\": {\"work\": \"\/akn\/ky\/act\/1970\/6\", \"expression\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01\", \"manifestation\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01.pdf\"}, \"pdf\": {\"md5\": \"6330428411e3fa0df623f86f17b59977\", \"path\": \"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.pdf\", \"pages\": 40, \"filename\": \"1970-0006_1997 Revision.pdf\"}, \"errors\": [], \"extraction\": {\"model\": null, \"stats\": {\"word_count\": 14886, \"paragraph_count\": 16, \"text_char_count\": 89405}, \"usage\": null, \"method\": \"pymupdf-text\", \"version\": \"kyleg-akn-1.0\", \"extracted_at\": \"2026-06-22\"}, \"classification\": \"text_layer\", \"validation_flags\": [], \"docai_processor_id\": null}, \"akomaNtoso\": {\"act\": {\"body\": [{\"eId\": \"sec_n1\", \"num\": null, \"text\": \"SCHEDULE Caribbean Development Bank Law (1997 Revision) CARIBBEAN DEVELOPMENT BANK LAW (1997 Revision) ENACTED by the Legislature of the Cayman Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Law may be cited as the Caribbean Development Bank Law (1997 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Definitions 2. In this Law \u2014 \u201cBank\u201d means the Caribbean Development Bank established by the Bank Agreement; and \u201cBank Agreement\u201d means the Agreement establishing the Caribbean Development Bank, the text of which is set out in the Schedule.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Acceptance of the Bank Agreement by the Government 3. Acceptance by the Government of the Islands of the Bank Agreement is approved.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Financial provisions for giving effect to the Bank Agreement 4. (1) All sums required to be paid by the Government for the purpose of meeting the obligations of the Islands under the Bank Agreement are hereby charged on and shall be paid out of the General Revenue. (2) The Government may, if it thinks fit, create and issue to the Bank any such non-negotiable and non-interest bearing notes and other obligations as are provided for by paragraph 5 of Article 7 of the Bank Agreement, and sums Caribbean Development Bank Law payable under such notes or obligations so created and issued shall be charged on and paid out of the General Revenue. (3) Any sums received by the Government from the Bank pursuant to the Bank Agreement shall be paid into the General Revenue.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"Government empowered to raise loans for purposes of Bank Agreement 5. (1) The Government may borrow from any person any sum or sums required for payments under section 4 or for replacing any sum or sums paid out of the General Revenue pursuant to that section and, for the purpose of such borrowing, may create and issue any securities bearing such rate of interest and subject to such conditions as to repayment, redemption or otherwise, as the Government thinks fit. (2) The principal and interest of any securities issued under subsection (1) and any expenses incurred in connection with their issue shall be charged on and paid out of the General Revenue. Any monies raised by securities issued under subsection (1) shall be paid into the General Revenue.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Certain provisions of Bank Agreement given force of law in the Islands 6. Articles 48(1) and (2), 49(1) and (4), 50, 51, 52, 54(a) and (b), 55(1), (4), (5), (6) and (7) and the first sentence of Article 49(2) of the Bank Agreement shall have the force of law in the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Amendment of Schedule and matters consequential 7. (1) Where any amendment to the Bank Agreement is accepted by the Government the Governor in Council may, by Order, amend the Schedule by including therein the amendment accepted. (2) Any Order made under subsection (1) may contain such consequential, supplemental or ancillary provisions as appear to the Governor in Council 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 Law to specific provisions of the Bank Agreement. (3) Every Order made under this section shall be subject to negative resolution of the Legislative Assembly. (4) Where the Schedule is amended pursuant to subsection (1) any reference in this Law or any other instrument to the Bank Agreement shall, unless the context otherwise requires, be construed as a reference to the Bank Agreement as so amended. Caribbean Development Bank Law (1997 Revision) SCHEDULE SCHEDULE (Sections 2 and 7) AGREEMENT ESTABLISHING THE CARIBBEAN DEVELOPMENT BANK The Contracting Parties, Conscious of the need to accelerate the economic development of States and Territories of the Caribbean and to improve the standards of living of their peoples; Recognizing the resolve of these States and Territories to intensify economic cooperation and promote economic integration in the Caribbean; Aware of the desire of other countries outside the region to contribute to the economic development of the region; Considering that such regional economic development urgently requires the mobilisation of additional financial and other resources; and Convinced that the establishment of a regional financial institution with the broadest possible participation will facilitate the achievement of these ends; HEREBY AGREE AS FOLLOWS: INTRODUCTORY ARTICLE The Caribbean Development Bank (hereinafter called the \u201cBank\u201d) is hereby established and shall be governed by the following- ARTICLES OF AGREEMENT: CHAPTER I Purpose, Functions and Participation Article 1. Purpose The purpose of the Bank shall be to contribute to the harmonious economic growth and development of the member countries in the Caribbean (hereinafter called the \u201cregion\u201d) and to promote economic co-operation and integration among them, having special and urgent regard to the needs of the less developed members of the region. Article 2. Functions 1. To carry out its purpose, the Bank shall have the following functions: (a) to assist regional members in the co-ordination of their development programmes with a view to achieving better utilization of their resources, SCHEDULE Caribbean Development Bank Law making their economies more complementary, and promoting the orderly expansion of their international trade, in particular intra-regional trade; (b) to mobilize within and outside the region additional financial resources for the development of the region; (c) to finance projects and programmes contributing to the development of the region or any of the regional members; (d) to provide appropriate technical assistance to its regional members, particularly by undertaking or commissioning pre-investment surveys and by assisting in the identification and preparation of project proposals; (e) to promote public and private investment in development projects by, among other means, aiding financial institutions in the region and supporting the establishment of consortia; (f) to co-operate and assist in other regional efforts designed to promote regional and locally controlled financial institutions and a regional market for credit and savings; (g) to stimulate and encourage the development of capital markets within the region; and (h) to undertake or promote such other activities as may advance its purpose. 2. The Bank shall, where appropriate, co-operate with national, regional or international organizations or other entities concerned with the development of the region. Article 3. Membership 1. Membership in the Bank shall be open to: (a) States and Territories of the region; and (b) non-regional States which are members of the United Nations or of its specialized agencies or of the International Atomic Energy Agency. 2. The States and Territories listed in Annex A to this Agreement the Governments of which sign this Agreement in accordance with paragraph 1 of Article 62 and ratify or accept it in accordance with paragraph 1 of Article 63 shall become members of the Bank. 3. States and Territories eligible for membership under paragraph 1 of this Article which do not become members in accordance with paragraph 2 of this Article may be admitted to membership on such terms and conditions as the Bank may determine by a vote of not less than two-thirds of the total number of the governors representing not less than three-fourths of the total voting power of the members, and on acceding to this Agreement in accordance with paragraph 2 of Article 63. 4. For the purposes of Articles 26, 32 and 65 the last four Territories listed in Category A of Annex A to this Agreement shall be considered as a single member of the Bank. Article 4. Participation of Non-Members Caribbean Development Bank Law (1997 Revision) SCHEDULE The Bank shall encourage and facilitate the fullest co-operation and participation in its activities of other regional or non-regional States which are members of the United Nations or any of its specialized agencies or of the International Atomic Energy Agency and which may further its purpose, and shall take such measures as it may deem appropriate under the provisions of this Agreement to promote such co-operation and participation. CHAPTER II CAPITAL AND OTHER RESOURCES Article 5. Authorized Capital 1. The authorized capital stock of the Bank shall be the equivalent of fifty million dollars ($50,000,000) in terms of United States dollars of the weight and fineness in effect on 1st September, 1969. The authorized capital stock shall be divided into ten thousand (10,000) shares with a par value of five thousand dollars ($5,000) each, which shall be available for subscription only by members in accordance with the provisions of Article 6. 2. The original authorized capital stock shall be divided into paid-up shares and callable shares. Shares having an aggregate par value equivalent to twenty-five million dollars ($25,000,000) shall be paid-up shares, and shares having an aggregate par value equivalent to twenty-five million dollars ($25,000,000) shall be callable shares. 3. The authorized capital stock may be increased by the Board of Governors at such time and on such terms and conditions as it may determine by a vote of not less than twothirds of the total number of the governors representing not less than three-fourths of the total voting power of the members. 4. In this Agreement the expression \u201cdollar\u201d means a United States dollar of the value specified in paragraph 1 of this Article. Article 6. Subscription of Shares 1. Each member shall subscribe to shares of the capital stock of the Bank. Each subscription to the original authorized capital stock shall be for paid-up and callable shares in equal parts. The initial number of shares to be subscribed by those States and Territories which become members in accordance with paragraph 2 of Article 3 shall be as set forth in Annex A to this Agreement which shall form an integral part thereof. The initial number of shares to be subscribed by those States and Territories which are admitted to membership in accordance with paragraph 3 of Article 3 shall be determined by the Board of Governors in accordance with that paragraph. 2. The authorized capital stock of the Bank shall, at all times be held or be available for subscription in the following manner: (a) not less than sixty (60) per cent by regional members; and SCHEDULE Caribbean Development Bank Law (b) not more than forty (40) per cent by other members. 3. In the case of an increase in the authorized capital stock, each member shall have a right to subscribe, on such terms and conditions as the Board of Governors shall determine, to a proportion of the increase of stock equivalent to the proportion which its stock previously subscribed bears to the total subscribed capital stock immediately before such increase provided, however, that this provision shall not apply in respect of any increase or portion of an increase in the authorized capital stock which is intended solely to give effect to determinations of the Board of Governors under paragraphs 1 and 4 of this Article. No member shall be obligated to subscribe to any part of an increase in capital stock. 4. Subject to the provisions of paragraph 2 of this Article, the Board of Governors may, at the request of a member, increase the subscription of such member on such terms and conditions as the Board may determine. The Board of Governors shall pay special regard to the request of any regional member having less than five (5) per cent of the subscribed capital stock to increase its subscription. 5. Shares initially subscribed by those States and Territories which become members in accordance with paragraph 2 of Article 3 shall be issued at par. Other shares shall be issued at par unless the Board of Governors by a vote of not less than two-thirds of the total number of the governors representing not less than three-fourths of the total voting power of the members decides in special circumstances to issue them on other terms. 6. Shares shall not be pledged or encumbered in any manner whatsoever. They shall not be transferable except to the Bank. 7. Liability of the members on shares shall be limited to the unpaid portion of their issue price.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Except as provided in paragraph 7 of this Article, no member shall be liable, by reason of its membership, for obligations of the Bank. Article 7. Payment of Subscriptions 1. Payment of the amount due in respect of paid-up shares initially subscribed by a State or Territory which becomes a member in accordance with paragraph 2 of Article 3 shall be made in six (6) instalments. The first instalment shall equal 20 per cent of that amount and the remaining five instalments shall each equal 16 per cent of that amount. The first instalment shall be paid by each member not later than 90 days after entry into force of this Agreement or on or before the date of deposit of its instrument of ratification or acceptance in accordance with Article 63, whichever is the later. The second instalment shall be paid not later than one (1) year from the entry into force of this Agreement. The remaining four instalments shall each be paid successively not later than one (1) year from the date on which the preceding instalment becomes payable. Caribbean Development Bank Law (1997 Revision) SCHEDULE 2. Of each instalment of an initial subscription payable under paragraph 1 of this Article by a State or Territory which becomes a member pursuant to paragraph 2 of Article 3: (a) fifty (50) per cent shall be paid in gold or in a convertible currency which is freely and effectively usable in the operations of the Bank or in a currency which is freely and fully convertible into such a currency, provided that if the currency of that member meets either of such requirements, such payment shall be made in the currency of that member; and (b) fifty (50) per cent shall be paid in the currency of that member, subject to the provisions of paragraph 5 of this Article. 3. Each payment of a member in its own or another currency shall be in such amount as the Bank, after such consultation with the International Monetary Fund as it may consider necessary and utilizing the par value, if any, established with the International Monetary Fund, shall determine to be equivalent to the full value in terms of dollars of the portion of the subscription being paid. The first instalment payable pursuant to paragraph 1 of this Article shall be in such amount as that member considers appropriate in accordance with this paragraph, but shall be subject to such adjustment, to be effected within ninety (90) days of the date on which such payment was due, as the Bank shall determine to be necessary to constitute the full dollar equivalent of such payment. 4. Subject to the provisions of paragraphs 6 and 7 of this Article relating to callable shares, payment of other subscriptions in respect of original authorized shares and of increases in the capital stock of the Bank shall be made at such times and in gold or in such currencies as the Board of Governors shall determine and the Board may determine with the agreement of all members that different proportions of such capital be paid up by different members. 5. The Bank shall accept from a member, in place of any part of the member\u2019s currency paid or to be paid by the member under paragraph 2 (b) of this Article or under paragraph 1 of Article 24 in respect of payments under paragraph 2 (b) of this Article, provided such currency is not required by the Bank for the conduct of its operations, promissory notes or other obligations issued by the Government of the member or by the depository designated by the member pursuant to Article 37. Such notes or other obligations shall be non-negotiable, non-interest bearing, and payable at their par value upon demand. Subject to paragraph 5 of Article 23, demand for payment of such notes or other obligations shall be made only as and when the funds are required by the Bank for the conduct of its operations, provided, however, that a member which has issued such promissory notes or other obligations may at the request of the Bank convert any of them into interest-bearing notes or into cash to be invested in government securities of that member. Demands upon such notes or obligations shall, as far as practicable over reasonable periods of time, be uniform in per centime of all such notes and obligations. Notwithstanding the issuance or acceptance of a note or other obligation by the Bank, the SCHEDULE Caribbean Development Bank Law obligation of the member under paragraph 2 (b) of this Article and under Article 24 shall subsist. 6. Callable shares shall be subject to call only as and when required by the Bank to meet its obligations incurred pursuant to sub-paragraph (b) and (d) of Article 13 on borrowings of funds for inclusion in its ordinary capital resources or on guarantees chargeable to such resources. Such calls on unpaid subscriptions shall be uniform in per centime on all callable shares. 7. Payment of calls referred to in paragraph 6 of this Article may be made at the option of the member in gold, convertible currency or in the currency required to discharge the obligations of the Bank for the purpose of which the call is made. 8. The Bank shall determine the place for any payment under this Article, provided that, until the inaugural meeting of the Board of Governors the payment of the first instalment referred to in paragraph 1 of this Article shall be made to the Governor of Barbados as Trustee of the Bank. Article 8. Special Funds 1. A special fund to be known as the Special Development Fund is hereby established into which the Bank may receive contributions or loans. The Special Development Fund may be used to make or guarantee loans of high developmental priority, with longer maturities, longer deferred commencement of repayment and lower interest rates than those determined by the Bank for its ordinary operations. The Bank shall, as soon as practicable, adopt rules and regulations for the administration and use of the Special Development Fund. 2. The Bank may establish, or be entrusted with the administration of, other special funds which are designed to serve its purpose and fall within its functions. It shall adopt such special rules and regulations as may be required for the establishment, administration and use of the resources of each special fund. 3. Subject to the provisions of paragraph 1 of this Article relating to the Special Development Fund, the terms and conditions upon which the Bank may receive contributions or loans for special funds, including the Special Development Fund, shall be such as may be agreed upon between the Bank and the contributor or lender, and special funds may be used in any manner and on any terms and conditions not inconsistent with the purpose and functions of the Bank or with any agreement relating to such funds. 4. No allocation may be made to the Special Development Fund provided for in paragraph 1 of this Article or to any other special fund from the paid-up capital or reserves of the Bank or from funds borrowed by the Bank for inclusion in its ordinary capital resources. 5. The rules and regulations relating to any special fund shall be consistent with the provisions of this Agreement except those which expressly apply only to ordinary Caribbean Development Bank Law (1997 Revision) SCHEDULE operations of the Bank. Where such rules and regulations do not apply, special funds shall be governed by the provisions of this Agreement. Article 9. Ordinary Capital Resources and Special Funds Resources 1. The resources of the Bank shall consist of ordinary capital resources and special funds resources. 2. In this Agreement, the expression \u201cordinary capital resources\u201d includes the following: (a) authorized capital stock of the Bank subscribed pursuant to Article 6; (b) funds borrowed by the Bank to which the commitment to calls provided for in paragraph 6 of Article 7 is applicable; (c) funds received in repayment of loans or guarantees made with the resources referred to in sub-paragraphs (a) and (b) of this paragraph; (d) income derived from loans made from the aforementioned funds or from guarantees to which the commitment to calls provided for in paragraph 6 of Article 7 is applicable; and (e) any other funds or income received by the Bank which do not form part of any special funds resources. 3. In this Agreement, the expression \u201cspecial funds resources\u201d refers to the resources of any special fund and includes the following- (a) resources initially contributed to any special fund; (b) funds accepted by the Bank for inclusion in any special fund; (c) funds repaid in respect of loans or guarantees financed from the resources of any special fund which, under the rules and regulations of the Bank governing that special fund, are received by such special fund; (d) income derived from operations of the Bank in which any of the aforementioned resources or funds are used or committed if, under the rules and regulations of the Bank governing the special fund concerned, that income accrues to such special fund; and (e) any other resources placed at the disposal of any special fund. CHAPTER III OPERATIONS Article 10. Use of Resources The resources and facilities of the Bank shall be used exclusively to further the purpose and carry out the functions set forth, respectively, in Articles 1 and 2 of this Agreement. Article 11. Ordinary And Special Operations SCHEDULE Caribbean Development Bank Law 1. The operations of the Bank shall consist of ordinary operations and special operations. 2. Ordinary operations shall be those financed from the ordinary capital resources of the Bank. 3. Special operations shall be those financed from special funds resources. Article 12. Separation of Operations 1. The ordinary capital resources of the Bank shall at all times and in all respects be held, used, committed, invested or otherwise disposed of, entirely separate from special funds resources. Each special fund, its resources and accounts shall be kept entirely separate from other special funds, their resources and accounts. 2. The ordinary capital resources of the Bank shall not be charged with, or used to discharge, losses or liabilities arising out of operations or other activities of any special fund. Special funds resources appertaining to any special fund shall not be charged with, or used to discharge, losses or liabilities arising out of operations or other activities of the Bank financed from its ordinary capital resources or from resources appertaining to any other special fund. 3. In the operations and other activities of any special fund, the liability of the Bank shall be limited to the resources appertaining to that special fund which are at the disposal of the Bank. 4. The financial statements of the Bank shall show the ordinary operations and the special operations of the Bank separately. Expenses appertaining to ordinary operations shall be charged to the ordinary capital resources of the Bank. Expenses appertaining directly to special operations shall be charged to the special funds resources. Any other expenses shall be charged as the Bank shall determine. 5. The Bank shall adopt such other rules and regulations as may be required to ensure the effective separation of the two types of its operations. Article 13. Recipients and Methods of Ordinary Operations In its ordinary operations, the Bank may provide or facilitate financing for any regional member or any political subdivision or any agency thereof, or any other entity or enterprise in the public or private sector operating in the territory of such member, as well as for international or regional agencies or other entities concerned with the economic development of the region. The Bank may carry out such operations in any of the following ways: (a) by making or participating indirect loans with its unimpaired paid-up capital and, except as provided in Article 18, with its reserves and undistributed surplus; Caribbean Development Bank Law (1997 Revision) SCHEDULE (b) by making or participating in direct loans with funds raised by the Bank in capital markets or borrowed or otherwise acquired by the Bank for inclusion in its ordinary capital resources; (c) by investment of the funds referred to in paragraphs (a) and (b) of this Article in the equity capital of an entity or enterprise, provided, however, that no such investment shall be made until after the Board of Governors, by a vote of not less than two thirds of the total number of governors representing not less than three-fourths of the total voting power of the members, shall have determined that the Bank is in a position to begin such type of operations; or (d) by guaranteeing, whether as primary or secondary obligor, in whole or in part loans for economic development. Article 14. Limitations on Operations 1. The total amount outstanding of loans, equity investments and guarantees made by the Bank in its ordinary operations shall not at any time exceed the total amount of its unimpaired subscribed capital, reserves and surplus and any other funds included in its ordinary capital resources, exclusive of the special reserve provided for in Article 18 and other reserves not available for ordinary operations. 2. The total amount outstanding in respect of the special operations of the Bank relating to any special fund shall not at any time exceed the total amount of the unimpaired resources appertaining to that special fund. 3. In the case of funds invested in equity capital out of the ordinary capital resources of the Bank, the total amount invested shall not at any time exceed ten (10) per cent of the aggregate amount of the unimpaired paid-up capital stock of the bank actually paid up at any given time together with the reserves and surplus included in its ordinary capital resources, exclusive of the special reserve provided for in Article 18. 4. The amount of any equity investment shall not exceed such per centime of the equity capital of the entity or enterprise concerned as the Board of Directors shall from time to time or in each specific case determine to be appropriate. The Bank shall not seek to obtain by such an investment a controlling interest in the entity or enterprise concerned except where necessary to safeguard the investment of the Bank. Article 15. Operating Principles Subject to the provisions of this Agreement, the operations of the Bank shall be concluded in accordance with the following principles: (a) The operations of the Bank shall provide principally for the financing of specific projects, including those forming part of a national, sub-regional or regional development programme. They may, however, include loans to, or guarantees of loans made to, national development banks or other suitable financial institutions, in order that the latter may finance SCHEDULE Caribbean Development Bank Law development projects on terms approved by the Bank where the individual financing requirements of such projects are not, in the opinion of the Bank, large enough to warrant the direct supervision of the Bank. (b) The Bank shall not finance any undertaking in the territory of a member if that member objects to such financing. (c) Before a loan or guarantee is granted, the applicant shall have submitted an adequate loan or guarantee proposal and the President of the Bank shall have presented to the Board of Directors a written report regarding the proposal together with his recommendations on the basis of a staff study. (d) In considering an application for a loan or guarantee, the Bank shall pay due regard to the ability of the borrower to obtain financing elsewhere on terms and conditions that the Bank considers reasonable for the recipient. (e) in making or guaranteeing a loan, the Bank shall pay due regard to the prospects that the borrower and its guarantor, if any, will be in a position to meet their obligations under the loan contract. (f) In making or guaranteeing a loan, the rate of interest, other charges and the schedule for repayment of principal shall be such as are, in the opinion of the Bank, appropriate for the loan concerned. (g) In guaranteeing a loan made by other investors, or in underwriting the sale of securities, the Bank shall receive suitable compensation for its risk. (h) The proceeds of financing in the ordinary operations of the Bank shall normally be used only for procurement, in territories of members, of goods and services produced in those territories. In special cases the Board of Directors may, however, determine the circumstances in which the procurement of goods and services may be permitted elsewhere, giving particular consideration wherever practicable to procurement of goods and services produced in the territory of countries which have contributed substantially to the resources of the Bank. (i) In procuring services, and in facilitating financing for entities or enterprises in the private sector, the Bank shall pay due regard to the need to develop and strengthen undertakings, entities and skills of individuals belonging to the region. (j) In the case of a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to meet expenditures in connection with the project as they are actually incurred. (k) The Bank shall take the necessary measures to ensure that the proceeds of any loan made, guaranteed, or participated in by the Bank are used only for the purposes for which the loan was granted and with due regard to considerations of economy and efficiency. Caribbean Development Bank Law (1997 Revision) SCHEDULE (1) The Bank shall pay due regard to the desirability of a reasonable distribution of the benefits from its operations among the members in the region. (m) The Bank shall seek to maintain reasonable diversification in its investments in equity capital. (n) The Bank may provide financing to meet either external or local expenditures in respect of a project being assisted, provided that in its ordinary operations the Bank shall provide financing for local expenditures in the territory in which the project is located only in exceptional circumstances and not exceeding a reasonable proportion of the total of such expenditures, or in circumstances where such financing may be provided with local currency restricted under paragraph 2 of Article 23. (o) The Bank shall be guided by sound development banking principles in its operations. Article 16. Terms and Conditions for Direct Loans and Guarantees 1. In the case of direct loans made or participated in or loans guaranteed by the Bank, the contract shall establish the terms and conditions for the loan or guarantee concerned, including those relating to payment of principal, interest and other charges, maturities, and dates of payment in respect of the loan, or the fees and other charges in respect of the guarantee, respectively. 2. Subject in the case of special operations to any rules and regulations or other arrangements relating thereto, the contract relating to a loan made or guaranteed by the Bank shall specify the currency or currencies to be used in making repayments to the Bank. Or stipulate that repayments shall be made in the currency or currencies loaned, or make other appropriate provision for the currency or currencies of repayment. At the option of the borrower, however, such repayments may be made in gold or, subject to the agreement of the Bank, in any convertible currency. The contract may also provide that the amount of repayments to the Bank shall be equivalent, in terms of a currency specified for that purpose by the Bank, to the value of those repayments on the date or dates on which the loan was disbursed. 3. Where the recipient of a loan or guarantee of a loan is not itself a member, the Bank may, when it deems it advisable, make it a condition of the contract that the member in whose territory the project concerned is to be carried out, or a public agency of that member acceptable to the Bank, guarantee the repayment of the principal and the payment of interest and other charges on the loan in accordance with the terms thereof. Article 17. Commission and Fees 1. The Bank shall determine the rate and any other terms and conditions of the commission to be charged in connection with direct loans made or participated in as part of its ordinary operations. This commission shall be computed on the amount outstanding SCHEDULE Caribbean Development Bank Law on each loan or participation and shall be at the rate of not less than one (1) per cent per annum in the first five (5) years of the operations of the Bank. At the end of this period, the rate of commission may be set at such level as the Bank considers appropriate in the light of the level of the reserves of the Bank. 2. In guaranteeing a loan as part of its ordinary operations, the Bank shall, in addition to any other charges, require a guarantee fee, at a rate determined by the Board of Directors, payable periodically on the amount of the loan outstanding. 3. Other charges of the Bank in its ordinary operations, and any commission, fees or other charges in its special operations, shall be determined by the Board of Directors. Article 18. Special Reserve The amount of commission and guarantee fees received by the Bank pursuant to Article 17 of this Agreement shall be set aside as a special reserve which shall be kept for meeting liabilities of the Bank. The special reserve shall be held in such liquid form as the Board of Directors may decide, provided that whenever it is in the interest of the Bank the special reserve may be invested in the securities of the region. Article 19. Methods of Meeting Liabilities of the Bank 1. Whenever necessary to meet contractual payments of interest, other charges or amortization on borrowings of the Bank in its ordinary operations, or to meet its liabilities with respect to similar payments in respect of loans guaranteed by it, chargeable to its ordinary capital resources, the Bank may call an appropriate amount of callable shares in accordance with paragraph 6 of Article 7. 2. If the subscribed callable capital stock of the Bank shall be entirely called pursuant to paragraph 6 of Article 7, the Bank may, if necessary for the purpose specified in paragraph 1 of this Article, use or exchange the currency of any member without restriction, including any restriction imposed pursuant to paragraph 2 of Article 23. CHAPTER IV BORROWING AND OTHER MISCELLANEOUS POWERS Article 20. General Powers In addition to the powers provided elsewhere in this Agreement, the Bank shall have the power to: (a) borrow funds in the territories of members or elsewhere and in this connexion to furnish such collateral or other security therefor as the Bank shall determine, provided always that: (i) before making a sale of its obligations in a country, the Bank shall seek the approval of the competent authorities of that country; Caribbean Development Bank Law (1997 Revision) SCHEDULE (ii) where the obligations of the Bank are to be denominated in the currency of a member, the Bank shall have obtained the approval of the competent authorities of that member; (iii) the Bank shall obtain the approval of the competent authorities referred to in sub-paragraphs (i) and (ii) of this paragraph that the proceeds may be exchanged for any other currency without restriction; and (iv) before determining whether to sell its obligations in a particular country, the Bank shall consider the amount of previous borrowing, if any, in that country, the amount of previous borrowings in other countries, and the possible availability of funds in such other countries and shall give due regard to the general principle that its borrowings should, as far as possible, be diversified as to the country of borrowing; (b) buy and sell securities the Bank has issued or guaranteed or in which it has invested, provided always that it shall have obtained the approval of the competent authorities of the country where the securities are to be bought or sold; (c) guarantee securities in which it has invested, in order to facilitate their sale; (d) underwrite, or participate in the underwriting of, securities issued by any enterprise or entity for purposes consistent with the purpose and functions of the Bank; (e) invest or deposit funds, not needed in its operations, in the territories of members or of substantial contributors to the resources of the Bank, in such obligations or institutions of members or substantial contributors, or nationals thereof, as it may determine, except where the Board of Directors by a vote of not less than three-fourths of the total voting power of the members determines otherwise; (f) assist regional members in matters relating to the foreign placement of official loans; (g) borrow from Governments, their political sub-divisions and instrumentalities, and international organizations, on such terms and conditions as may be agreed upon between the Bank and the lender; (h) provide technical assistance which serves its purpose and comes within its functions, and where expenditures incurred in furnishing such services are not reimbursable, charge the income of the Bank therewith; and (i) exercise such other powers and adopt such rules and regulations as may be necessary or appropriate in furtherance of its purpose and functions and consistent with the provisions of this Agreement. Article 21. Notice to be Placed on Securities SCHEDULE Caribbean Development Bank Law Every security issued or guaranteed by the Bank shall include a statement to the effect that it is not an obligation of any Government, unless it is in fact the obligation of a particular Government, in which case it shall so state. CHAPTER V CURRENCIES Article 22. Valuation of Currencies and Determination of Convertibility Whenever the Bank considers it necessary under this Agreement- (a) to value any currency in terms of another currency or of gold; or (b) to determine whether any currency is convertible; such valuation or determination, as the case may be, shall be reasonably made by the Bank after consultation with the International Monetary Fund. Article 23. Use of Currencies 1. The currency of any member held by the Bank as part of its ordinary capital resources, however acquired, may be used by the Bank or by any recipient from the Bank, without restriction by that member, to make payments for expenditures within, or for goods and services produced in, the territory of that member. 2. Members may not maintain or impose any restrictions on the holding or use by the Bank or by any recipient from the Bank, for payments in any country, of gold or any currency received by the Bank and included in its ordinary capital resources; except that a regional member may, after consultation with and subject to periodic review by the Bank, restrict, in whole or in part, to expenditure in the territory of that member the use of its currency paid in as, or derived as repayments of principal from, currency of the member paid pursuant to paragraph 2(b) of Article 7. 3. The use of any currency received and held by the Bank as part of its special funds resources shall be governed by the rules, regulations and agreements pertaining thereto and made by virtue of the provisions of Article 8. 4. Gold or currencies held by the Bank may not be used by the Bank to purchase currencies of members or non-members except with the approval of the member or members whose currencies are involved, but may be so used without such approval: (i) in order to meet the obligations of the Bank in the ordinary course of its business; or (ii) if the currency to be used for such purchase is the currency of a member received by the Bank as a payment on account of the subscription of another member; or Caribbean Development Bank Law (1997 Revision) SCHEDULE (iii) pursuant to a decision of the Board of Directors by a vote of the Directors representing not less than two-thirds of the total voting power of the members. 5. Nothing in this Agreement shall preclude the Bank from using the currency of any member for administrative expenses incurred by the Bank in the territory of that member. Article 24. Maintenance of Value of the Currency Holdings of the Bank 1. Whenever the par value in the International Monetary Fund of the currency of a member is reduced or the foreign exchange value of such currency has, in the opinion of the Bank, depreciated to a significant extent within its territories, that member shall pay to the Bank within a reasonable time an additional amount of its currency sufficient to maintain the value as of the time of subscription of the amount of such currency which is held or subsequently received by the Bank (whether or not any such currency is held in the form of notes or other obligations issued pursuant to paragraph 5 of Article 7) and consisting of, or derived as repayments of principal from, currency originally paid to the Bank by such member pursuant to paragraph 2(a) or paragraph 2(b) of Article 7, or any additional currency paid pursuant to the provisions of the present paragraph; provided, however, that, to the extent that the Bank shall, in its opinion, have received from any borrower of such currency, or from any guarantor, amounts paid solely as a result of such reduction in par value or of such depreciation, the Bank shall pro tanto relieve that member of its obligations under the present paragraph. 2. Whenever the par value of the currency of a member is increased, the Bank shall pay to that member within a reasonable time an amount of such currency equal to the increase in the value of that amount of the member\u2019s currency held or subsequently received by the Bank to which paragraph 1 of this Article would be applicable; provided, however, that the Bank shall not be obligated to make such payment to the extent that the benefit of any such increase in par value shall have been passed on by the Bank to any borrower or guarantor as a corollary of the obligation of either to make increased payments to the Bank in case of a decrease in the par value of such currency. 3. The provisions of the preceding two paragraphs may be waived or deemed inoperative by the Bank when a uniform change in the par values of the currencies of all its members is made by the International Monetary Fund. 4. Amounts paid by a member pursuant to the provisions of paragraph 1 of this Article to maintain the value of any of its currency shall be usable and convertible to the same extent as the original currency in respect of which such amounts are paid. 5. In the case of a member whose currency does not have a par value established with the International Monetary Fund, the initial value of such currency in terms of dollars shall be as determined by the Bank pursuant to paragraph 3 of Article 7, or otherwise, for purposes of payments by such member on account of its subscription. The Bank may, from time to time thereafter, make a similar determination with respect to the value in terms of dollars of such currency. For the purposes of the provisions of paragraphs 1 and SCHEDULE Caribbean Development Bank Law 2 of this Article, the value so determined from time to time shall be treated as if it were the par value of such currency. CHAPTER VI ORGANIZATION AND MANAGEMENT Article 25. Structure The Bank shall have a Board of Governors, a Board of Directors, a President, a Vicepresident, and such other officers and staff as may be considered necessary. Article 26. Board of Governors: Composition 1. Each member shall be represented on the Board of Governors and shall appoint one governor and one alternate. Each governor and alternate shall serve at the pleasure of the appointing member. No alternate may vote except in the absence of his principal. At each annual meeting, the Board of Governors shall elect one of the governors as Chairman who shall hold office until the election of the next Chairman. 2. Governors and alternates shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings. Article 27. Board of Governors: Powers 1. All the powers of the Bank shall be vested in the Board of Governors. 2. The Board of Governors may delegate to the Board of Directors any or all its powers, except the power to: (a) admit new members and determine the conditions of their admission; (b) increase or decrease the authorized capital stock of the Bank; (c) suspend a member; (d) decide appeals from decisions regarding the interpretation or application of this Agreement made by the Board of Directors; (e) authorize the conclusion of general agreements for co-operation with Governments and with other international organizations; (f) elect the directors and President of the Bank; (g) determine the remuneration of the directors and their alternates; (h) determine the reserves and the distribution of the net profits of the Bank; (i) amend this Agreement; (j) decide to terminate the operations of the Bank and to distribute its assets; (k) select external auditors to certify the general balance sheet and the statement of profit and loss of the Bank and to select such other experts as may be necessary to examine and report on the general management of the Bank; (1) approve, after reviewing the report of the external auditors, the general balance sheet and statements of profit and loss of the Bank; and Caribbean Development Bank Law (1997 Revision) SCHEDULE (m) exercise such other powers as are expressly assigned to the Board of Governors in this Agreement. Article 28. Board of Governors: Procedure 1. The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board of Governors or called by the Board of Directors. Meetings of the Board of Governors other than the annual meeting shall be called by the Board of Directors whenever requested by a majority of the members of the Bank. 2. A majority of the total number of the governors shall constitute a quorum for any meeting of the Board of Governors, provided such majority represents not less than twothirds of the total voting power of the members. 3. The Board of Governors may by regulation establish a procedure whereby the Board of Directors, when the latter deems such action advisable, may obtain a vote of the governors on a specific question without calling a meeting of the Board of Directors. 4. The Board of Governors may establish such subsidiary bodies as may be necessary or appropriate for the conduct of the business of the Bank. Article 29. Board of Directors: Composition 1. (a) The  Board  of Directors shall be composed of seven (7) members of whom- (i) five (5) shall be selected by the governors representing regional members; and (ii) two (2) shall be selected by the governors representing non-regional members. (b) When other States or Territories become members, the Board of Governors may, by a vote of not less than two-thirds of the total number of the governors representing not less than three-fourths of the total voting power of the members, increase the total number of directors. (c) The directors shall be selected in accordance with rules of procedure to be adopted by the Board of Governors by a vote of not less than twothirds of the total number of the governors representing not less than three-fourths of the total voting power of the members. The said rules shall give effect to the principles relating to regional directors set out in Part I of Annex B to this Agreement. Until such rules have been adopted, the directors shall be selected in accordance with Part II of the said Annex B. 2. Directors shall be persons of high competence in economic and financial matters, and shall be selected with due regard to the principle of equitable geographical distribution. 3. Each director shall appoint an alternate with full power to act for him when he is not present. SCHEDULE Caribbean Development Bank Law 4. Directors shall hold office for a term of two (2) years and shall be eligible for selection for a further term or terms of office. They shall continue in office until their successors shall have been selected and assumed office. If the office of a director becomes vacant before the expiration of his term of office the vacancy shall be filled by a new director who shall be selected by the governors representing the members who selected his predecessor and he shall hold office for the remainder of the term of office of his predecessor. Article 30. Board of Directors: Powers The Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly in this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular: (a) prepare the work of the Board of Governors; (b) in conformity with the general directions of the Board of Governors, take decisions concerning loans, guarantees, investments in equity capital, borrowing by the Bank, furnishing of technical assistance, and other operations of the Bank; (c) submit the accounts for each financial year to the Board of Governors at each annual meeting; and (d) approve the budget of the Bank. Article 31. Board of Directors: Procedure 1. The Board of Directors shall normally function at the principal office of the Bank and shall meet as often as the business of the Bank may require. 2. A majority of the directors shall constitute a quorum for any meeting of the Board of Directors, provided that such majority represents not less than two-thirds of the total voting power of the members. 3. The Board of Governors shall adopt regulations under which a member may send a representative to attend any meeting of the Board of Directors when a matter particularly affecting that member is under consideration. Article 32. Voting 1. Each member shall have 150 votes plus one additional vote for each share of capital stock held by it. 2. In voting in the Board of Governors, each governor shall be entitled to cast the votes of the member he represents. Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall be determined by a majority of the voting power of the members represented at the meeting. 3. In voting in the Board of Directors, each director shall be entitled to cast the number of votes of the member or members whose votes counted towards his selection, which Caribbean Development Bank Law (1997 Revision) SCHEDULE votes must be cast as a unit. Except as otherwise expressly provided in this Agreement, all matters before the Board of Directors shall be determined by a majority of the voting power of the members represented at the meeting. Article 33. The President 1. The Board of Governors, by a vote of not less than two-thirds of the total number of the governors representing not less than three-fourths of the total voting power of the members, shall elect a President of the Bank. The President, while holding office, shall not be a governor or a director or an alternate for either. 2. The term of office of the President shall be for such period not exceeding five (5) years as the Board of Governors may determine. He may be re-elected. He shall, however, cease to hold office when the Board of Governors so decides by a vote of not less than three-fourths of the total voting power of the members. 3. The President shall be Chairman of the Board of Directors but shall have no right to vote, except to vote in case of an equal division. He may participate in meetings of the Board of Governors but shall not vote. 4. The President shall be chief executive officer of the Bank and shall conduct, under the direction of the Board of Directors, the current business of the Bank. He shall be responsible for the organization, appointment and dismissal of the officers and staff subject to the general control of the Board of Directors. 5. The President and Vice-president shall be persons possessing extensive experience in matters relating to finance and development in the public or private sector. 6. In appointing the officers and staff, the President shall, subject to the paramount importance of securing the highest standards of efficiency and technical competence, pay due regard to the recruitment of personnel on as equitable a geographical basis as possible. Article 34. The Vice-president 1. A Vice-president shall be appointed by the Board of Directors on the recommendation of the President. The Vice-president shall hold office for such term, exercise such authority and perform such functions in the administration of the Bank as may be determined by the Board of Directors. In the absence or incapacity of the President, or while that office is vacant, the Vice-president shall exercise the authority and perform the functions of the President. 2. The Vice-president may participate in meetings of the Board of Directors but shall have no vote at such meetings, except that the Vice-president shall cast the deciding vote when acting in place of the President. Article 35. International Character of the Bank: Prohibition of Political Activity. SCHEDULE Caribbean Development Bank Law 1. The Bank shall not accept loans or assistance that may in any way prejudice or otherwise alter its purpose or functions. 2. The Bank, its President, Vice-president, officers and staff shall not interfere in the political affairs of any member nor shall they be influenced in their decisions by the political character of the member concerned. Only economic considerations relevant to the purpose and functions of the Bank shall be brought to bear upon their decisions. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions of the Bank. 3. The President, Vice-president, officers and staff of the Bank, in the discharge of their offices, owe their duty entirely to the Bank and to no other authority. Each member of the Bank shall respect the international character of this duty and shall refrain from all attempts to influence any of them in the discharge of their duties. Article 36. Offices of the Bank 1. The principal office of the Bank shall be located in Barbados. 2. The Bank may establish agencies or branch offices elsewhere. Article 37. Channel of Communications: Depositories 1. Each member shall designate an appropriate official entity with which the Bank may communicate in connection with any matter arising under this Agreement. 2. Each member shall designate its central bank, or such other institution as may be agreed upon with the Bank, as a depository with which the Bank may keep any of its holdings of the currency of that member as well as other assets of the Bank. Article 38. Official Language and Reports 1. The official language of the Bank shall be English. 2. The Bank shall transmit to members an Annual Report containing an audited statement of its accounts and shall publish such Report. It shall also transmit quarterly to its members a summary statement of its financial position and a profit and loss statement showing the results of its operations. 3. The Bank may also publish such other reports as it deems desirable in the carrying out of its purpose and functions. Such reports shall be transmitted to the members of the Bank. 4. The accounts of the Bank shall be audited by external auditors of high international standing selected by the Board of Governors. Article 39. Allocation of Net Income 1. The Board of Governors shall determine at least annually the disposition of the net income of the Bank arising from its ordinary operations and what portion thereof, if any. shall be allocated, after making provisions for reserves or other purposes, to surplus, and Caribbean Development Bank Law (1997 Revision) SCHEDULE what portion, if any, shall notwithstanding the provisions of Article 12, be allocated to any special fund, including the Special Development Fund, or distributed to the members. 2. The Board of Governors shall determine at least annually the disposition of the net income of the Bank arising from its special operations, subject to any rules or regulations governing each special fund and any agreement relating thereto. 3. Any distribution of net income under paragraph 1 of this Article shall be made to each member in the proportion which the total payments made by that member under paragraph 2(a) of Article 7 and the average amount of loans outstanding during the year made out of currency corresponding to its subscription under paragraph 2(b) of Article 7 bears to the total of such amounts for all members. 4. Payments shall be made in such manner and in such currency as the Board of Governors shall determine. CHAPTER VII WITHDRAWAL AND SUSPENSION OF MEMBERS: TEMPORARY SUSPENSION AND TERMINATION OF OPERATIONS OF THE BANK Article 40. Withdrawal 1. Any member may withdraw from the Bank at any time by delivering a notice in writing to the Bank at its principal office. 2. Withdrawal by a member shall become effective, and its membership shall cease, on the date specified in its notice, but in no event less than six (6) months after the date that notice has been received by the Bank. However, at any time before the withdrawal becomes effective, the member may notify the Bank in writing of the cancellation of its notice of intention to withdraw. 3. A member which has given notice of its withdrawal from the Bank shall remain liable for all direct and contingent obligations to the Bank to which it was subject at the date of delivery of the withdrawal notice. If the withdrawal becomes effective, the member shall not incur any liability for obligations resulting from operations of the Bank effected after the date on which the notice of withdrawal was received by the Bank. Article 41. Suspension of Membership 1. If a member fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend such member by a vote of not less than two-thirds of the total number of the governors of other members representing not less than three-fourths of the total voting power of the other members. The member concerned shall have no vote. 2. The member so suspended shall automatically cease to be a member of the Bank one (1) year from the date of its suspension unless the Board of Governors, during that period, decides by the same majority necessary for suspension to restore the member to good standing. SCHEDULE Caribbean Development Bank Law 3. While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right of withdrawal, but shall remain subject to all its obligations. Article 42. Settlement of Accounts 1. After the date on which a State or Territory ceases to be a member, that former member shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part of the loans or guarantees contracted before it ceased to be a member is outstanding; but it shall not incur liabilities with respect to loans and guarantees entered thereafter by the Bank nor share either in the income or the expenses of the Bank. 2. At the time a State or Territory ceases to be a member, the Bank shall arrange for the repurchase of such member\u2019s shares by the Bank as a part of the settlement of accounts with such member in accordance with the provisions of paragraphs 3 and 4 of this Article. For this purpose, the repurchase price of the shares shall be the value shown by the books of the Bank on the date of cessation of membership. 3. The repayment for shares repurchased by the Bank under this Article shall be governed by the following conditions: (a) Any amount due to the member concerned for its shares shall be withheld so long as that member, its central bank or any of its political subdivisions or agencies remains liable, as borrower or guarantor, to the Bank as such amount may, at the option of the Bank, be applied on any such liability as it matures. No amount shall be withheld on account of the contingent liability of the member for future calls on its subscription for shares in accordance with paragraph 6 of Article 7. In any event no amount due to a member for its shares shall be paid until six (6) months after the date on which its membership ceases. (b) Payments for shares may be made from time to time, upon their surrender by the former member concerned, to the extent by which the amount due to the repurchase price in accordance with paragraph 2 of this Article exceeds the aggregate amount of liabilities on loans and guarantees referred to in sub-paragraph (a) of this paragraph, until the former member has received the full repurchase price. (c) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position. (d) If losses are sustained by the Bank on any guarantees or loans which were outstanding on the date of cessation of membership and the amount of such losses exceeds the amount of the reserve provided against losses on that date, the former member concerned shall repay, upon demand, the amount by which the repurchase price of its shares would have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable Caribbean Development Bank Law (1997 Revision) SCHEDULE on any call for unpaid subscriptions in accordance with paragraph 6 of Article 7, to the same extent that it would have been required to respond if the impairment of capital had occurred and the call had been made at the time the repurchase price of its shares was determined. 4. If the Bank terminates its operations pursuant to Article 44 within six (6) months of the date upon which the membership of any member ceases, all rights of the member concerned shall be determined in accordance with the provisions of Articles 44 to 46. That member shall be considered as still a member for purposes of such Articles but shall have no voting rights. Article 43. Temporary Suspension of Operations 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. Article 44. Termination of Operations 1. The Bank may terminate its operations by resolution of the Board of Governors approved by a vote of not less than two-thirds of the total number of governors representing not less than three-fourths of the total voting power of the members. 2. After such termination, the Bank shall forthwith cease all activities except those incident to the orderly realization, conservation and preservation of its assets and settlement of its obligations. Article 45. Liability of Members and Payment of Claims 1. In the event of termination of the operations of the Bank, the liability of all members for uncalled subscriptions to the capital stock of the Bank and in respect of the depreciation of their currencies shall continue until all claims of creditors, including all contingent claims, shall have been discharged. 2. All creditors holding direct claims shall first be paid out of the assets of the Bank and then out of payments to the Bank on unpaid or callable subscriptions. Before making any payments to creditors holding direct claims, the Board of Directors shall make such arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders of direct and contingent claims. Article 46. Distribution of Assets 1. No distribution of assets shall be made to members on account of their subscriptions to the capital stock of the bank until all liabilities to creditors shall have been discharged or provided for. Moreover, such distribution must be approved by the Board of Governors by a vote of not less than two-thirds of the total number of governors representing not less than three-quarters of the total voting power of the members. SCHEDULE Caribbean Development Bank Law 2. Any distribution of the assets of the Bank to the members shall be in proportion to the capital stock held by each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable. The shares of assets distributed need not be uniform as to type of assets. No member shall be entitled to receive its share in such a distribution of assets until it has settled all its obligations to the Bank. 3. Before any distribution of assets is made the Board of Directors shall value the assets to be distributed as at the date of distribution and then proceed to distribute in the following manner- (i) There shall be paid to each member in its own obligations or those of its official agencies or legal entities within its territories, insofar as they are available for distribution, an amount equivalent in value to its proportionate share of the total amount to be distributed. (ii) Any balance due to a member after payment has been made under (i) above shall be paid, in its own currency, insofar as it is held by the Bank, up to an amount equivalent in value to such balance. (iii) Any balance due to a member after payment has been made under (i) and (ii) above shall be paid in gold or currency acceptable to the member, insofar as they are held by the Bank, up to an amount equivalent in value to such balance. (iv) Any remaining balance due to a member after payment has been made under (i), (ii) and (iii) shall be satisfied out of the remaining assets held by the Bank. 4. Any member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Bank enjoyed before their distribution. CHAPTER VIII STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES Article 47. Purpose of Chapter To enable the Bank effectively to fulfill its purpose and carry out the functions entrusted to it, the statutes, immunities, exemptions and privileges set forth in this Chapter shall be accorded to the Bank in the territory of each member. Article 48. Legal Status 1. The Bank 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. Caribbean Development Bank Law (1997 Revision) SCHEDULE 2. The Bank may enter into agreements with members, non-member States and other international organizations. Article 49. Legal Process 1. The Bank shall enjoy immunity from every form of legal process, except in cases arising out of or in connexion with the exercise of its powers to borrow money, to guarantee obligations, or to buy and sell or underwrite the sale of securities, in which cases actions may be brought against the Bank in a court of competent jurisdiction in the territory of a member in which the Bank has its principal or a branch office, or in the territory of a member or non-member State where it has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities. 2. Notwithstanding the provisions of paragraph 1 of this Article, no action shall be brought against the Bank by any member, or by any agency of a member, or by any entity or person directly or indirectly acting for or deriving claims from a member. Members shall have recourse to such special procedures for the settlement of disputes between the Bank and its members as may be provided for in this Agreement, in by-laws and regulations of the Bank, or in contracts entered into with the Bank. 3. The Bank shall also make provision for appropriate modes of settlement of disputes in cases which do not come within the provisions of paragraph 2 of this Article and which are subject to the immunity of the Bank by virtue of paragraph 1 of this Article. 4. The Bank and its property and assets, wheresoever located and by whomsoever held, shall be immune from all forms of seizure, attachment or execution before the delivery of final judgment against the Bank. Article 50. Immunity of Assets Property and assets of the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action. Article 51. Immunity of Archives The archives of the Bank and, in general, all documents, belonging to it, or held by it, shall be inviolable, wherever located. Article 52. Freedom of Assets from Restrictions To the extent necessary to carry out the purpose and functions of the Bank effectively and subject to the provisions of this Agreement, the Bank- (a) may hold assets of any kind and operate accounts in any currency; and (b) shall be free to transfer its assets from one country to another or within any country and to convert any currency held by it into any other currency, without being restricted by financial controls, regulations or moratoria of any kind. SCHEDULE Caribbean Development Bank Law Article 53. Privilege for Communications Official communications of the Bank shall be accorded by each member treatment not less favourable than that it accords to the official communications of any other member. Article 54. Immunities and Privileges of Bank Personnel All governors, directors, alternates, officials and employees of, and experts performing missions for, the Bank: (a) shall be immune from legal process with respect to acts performed by them in their official capacity; (b) where they are local citizens or nationals, shall be accorded such immunities from immigration restrictions, alien registration requirements and national service obligations, and such facilities as regards exchange regulations, as are not less favourable than those accorded by the member concerned to the representatives, officials and employees of comparable rank of any other member; (c) shall be given such repatriation facilities in time of international crisis as are not less favourable than those accorded by the member concerned to the representatives, officials and employees of comparable rank of any other member. Article 55. Exemption from Taxation 1. The Bank, its assets, property, income and its operations and transactions, shall be exempt from all direct taxation and from all custom duties on goods imported for its official use. 2. Notwithstanding the provisions of paragraph 1 of this Article, the Bank will not claim exemption from taxes which are no more than charges for public utility services. 3. The Bank will not normally claim exemption from excise duties, and from taxes on the sale of movable and immovable property, which form part of the price to be paid. Nevertheless, when the Bank is making important purchases for official use of property on which such duties and taxes have been charged or are chargeable, members will, whenever possible, make appropriate administrative arrangements for the remission or return of the amount of duty or tax. 4. Articles imported under an exemption from customs duties as provided by paragraph 1 of this Article, or in respect of which a remission or return of duty or tax has been made under paragraph 3, shall not be sold in the territory of the member which granted the exemption, remission or return except under conditions agreed with that member. 5. No tax shall be levied on or in respect of salaries and emoluments paid by the Bank to directors, alternates, officers or employees of the Bank, including experts performing Caribbean Development Bank Law (1997 Revision) SCHEDULE missions for the Bank, but members reserve the right to tax their own citizens or nationals or persons permanently resident in the territories of such members. 6. No tax of any kind shall be levied on any obligation or security issued by the Bank, including any dividend or interest thereon, by whomsoever held- (a) which discriminates against such obligation or security solely because it is issued by the Bank; or (b) if the sole jurisdictional basis for such taxation is the place or the currency in which it is issued, made payable or paid, or the location of any office or place of business maintained by the Bank. 7. No tax of any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest thereon, by whomsoever held- (a) which discriminates against such obligation or security solely because it is guaranteed by the Bank; or (b) if the sole jurisdictional basis for such taxation is the location of any office or place of business maintained by the Bank. Article 56. Implementation Each member shall promptly inform the Bank of the action which it has taken to make effective the provisions of this Chapter in its territory. Article 57. Waiver of Immunities, Exemptions and Privileges The immunities, exemptions and privileges provided in this Chapter are granted in the interests of the Bank. The Board of Directors may waive to such extent and upon such conditions as it may determine, the immunities, exemptions and privileges provided in this Chapter in cases where such action would, in its opinion, be appropriate in the best interests of the Bank. The President shall have the right and the duty to waive any immunity, exemption or privilege in respect of any officer or employee of, or any expert performing a mission for, the Bank where, in his opinion, the immunity, exemption or privilege would impede the course of justice and can be waived without prejudice to the interests of the Bank. In similar circumstances and under the same conditions, the Board of Directors shall have the right and duty to waive any immunity, exemption or privilege respecting the President and Vice-president. CHAPTER IX. AMENDMENTS, INTERPRETATION, ARBITRATION Article 58. Amendments 1. This Agreement may be amended only by a resolution of the Board of Governors adopted by a vote of not less than two-thirds of the total number of governors representing not less than three-fourths of the total voting power of the members. SCHEDULE Caribbean Development Bank Law 2. Notwithstanding the provisions of paragraph 1 of this Article, the unanimous agreement of the Board of Governors shall be required for the adoption of any amendment modifying: (a) the right to withdraw from the Bank; (b) the limitations on liability provided in paragraphs 7 and 8 of Article 6; and (c) the rights pertaining to the subscriptions of capital stock provided in paragraph 3 of Article 6. 3. Any proposal to amend this Agreement, whether emanating from a member or from the Board of Directors, shall be communicated to the Chairman of the Board of Governors, who shall communicate the proposal to each member and then bring it before the Board of Governors. When an amendment has been adopted, the Bank shall certify it in a formal communication addressed to all members. Amendments shall enter into force for all members three (3) months after the date of the formal communication unless the Board of Governors specifies therein a different period. 4. The foregoing provisions of this Article shall be subject to the terms of the Protocol annexed hereto which shall have effect only for the purposes and during the meeting specified therein. Article 59. Interpretation and Application 1. Any question of interpretation or application of the provisions of this Agreement not otherwise expressly provided for shall be submitted to the Board of Directors for decision. A member particularly affected by the question under consideration shall have the right to make direct representation to the Board of Directors at the meeting of the Board at which the question is considered. Such right shall be regulated by the Board of Governors. 2. In any case where the Board of Directors has given a decision under paragraph 1 of this Article, any member may require that the question be referred to the Board of Governors, whose decision shall be final. Pending the decision of the Board of Governors the Bank may, so far as it deems it necessary, act on the basis of the decision of the Board of Directors. Article 60. Arbitration If a dispute should arise between the Bank and a State or Territory which ceases to be a member, or between the Bank and any member after adoption of a resolution to terminate the operations of the Bank, such dispute shall be submitted to arbitration by a tribunal of three arbitrators. Each Party shall appoint one arbitrator, and the two arbitrators so appointed shall appoint the third, who shall be the Chairman. If within thirty days of the request for arbitration either party has not appointed an arbitrator or if within fifteen days of the appointment of two arbitrators the third arbitrator has not been appointed, either party may request the President of the International Court of Justice, or such other Caribbean Development Bank Law (1997 Revision) SCHEDULE authority as may have been prescribed by regulations adopted by the Board of Governors, 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. A majority vote of the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties. Article 61. Approval Deemed Given When the approval of any member is required before any act may be done by the Bank, approval shall be deemed to have been given unless the member presents an objection within such reasonable period as the Bank may fix when notifying the member of the proposed act. CHAPTER X. FINAL PROVISIONS Article 62. Signature and Deposit 1. This Agreement shall be deposited with the Secretary-General of the United Nations (hereinafter called the \u201cDepository\u201d) and shall remain open until 14 November 1969 for signature by the Governments listed in Annex A to this Agreement. 2. In the case of Territories in the region which are not fully responsible for the conduct of their international relations and where the Government of the State responsible for the conduct of the international relations of the Territory does not sign, ratify, or accede to this Agreement on its behalf, such Territory shall at the time of signing or acceding to this Agreement in pursuance of Article 63 present an instrument issued by the Government of the State responsible for the conduct of the international relations of that Territory confirming that the latter has authority to conclude this Agreement and to assume rights and obligations under it. 3. The Depository shall transmit certified copies of this Agreement to all the signatories and other States and Territories which become members of the Bank. Article 63. Ratification, Acceptance, Accession and Acquisition of Membership 1.              (a)     This Agreement shall be subject to ratification or acceptance by the signatories. Instruments of ratification or acceptances shall be deposited by the signatories with the Depository before 30 April 1970. The Depository shall notify the other signatories of each deposit and the date thereof. (b) A signatory whose instrument of ratification or acceptance is deposited on or before the date on which this agreement enters into force, shall become a member of the Bank on that date, and a signatory whose instrument of ratification or acceptance is deposited after that date, but SCHEDULE Caribbean Development Bank Law before 30 April 1970, shall become a member on the date of deposit of its instrument of ratification or acceptance. 2. After 30 April 1970 a State or Territory may become a member of the Bank by accession to this Agreement on such terms as the Board of Governors shall determine in accordance with paragraph 3 of Article 3. Any such State or Territory shall deposit, on or before a date appointed by the Board, an instrument of accession with the Depository who shall notify such deposit and the date thereof to the Bank and to the parties to this Agreement. Upon such deposit, the State or Territory shall become a member of the Bank on the appointed date in accordance with that paragraph. 3. A member may, when depositing its instrument of ratification or acceptance, declare that in its territory the immunity conferred by paragraph 1 of Article 49 and subparagraph (a) of Article 54 shall not apply in relation to a civil action arising out of an accident caused by a motor vehicle belonging to the Bank or operated on its behalf or to a traffic offence committed by the driver of such a vehicle. The member may also declare that the privilege conferred by Article 53 shall be restricted in its territory to treatment not less favourable than the member accords to international financial institutions of which it is a member, and that the exemption referred to in paragraph 6 (b) of Article 55 shall be extended to any bearer instrument issued by the Bank in its territory or issued elsewhere by the Bank and transferred in its territory. Article 64. Entry into Force This Agreement shall enter into force upon the deposit of instruments of ratification or acceptance by eight (8) signatories, including at least one non-regional State, whose initial subscriptions, as set forth in Annex A to this Agreement, in aggregate comprise not less than sixty (60) per cent of the authorized capital stock of the Bank provided that 1st December 1969 shall be the earliest date on which this Agreement may enter into force. Article 65. Inaugural Meeting As soon as this Agreement enters into force, each member shall appoint a governor, and the Secretary-General of the Commonwealth Caribbean Regional Secretariat shall call the inaugural meeting of the Board of Governors. IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized thereto by their respective Governments, have signed the present Agreement. DONE AT Kingston, Jamaica, this eighteenth day of October, one thousand nine hundred and sixty-nine. For Antigua V.C. Bird For Bahamas Carlton E. Francis For Barbados Errol W. Barrow For British Honduras A.A. Hunter For British Virgin Islands Ivan Dawson Caribbean Development Bank Law (1997 Revision) SCHEDULE For Canada Paul Martin For Cayman Islands D.V. Watler For Dominica E.O. LeBlanc For Grenada Geo. F. Hosten For Guyana P.A. Reid For Jamaica E. Seaga For Montserrat W.H. Bramble For St. Kitt-Nevis-Anguilla Robt. L. Bradshaw For St. Lucia J.C. Compton For St. Vincent Hudson K. Tannis For Trinidad & Tobago Kamaluddin Mohammed For Turks and Caicos Islands R.E. Wainwright For United Kingdom George Thompson SCHEDULE Caribbean Development Bank Law ANNEX A States and Territories which may become Members in accordance with paragraph 2 of Article 3, and their initial subscriptions to the Authorized Capital Stock. (Article 6, Paragraph 1) CATEGORY A Regional States and Territories. No. of Shares 1. Jamaica 2,240 2. Trinidad and Tobago 1,540 3. Bahamas 4. Guyana 5. Barbados 6. Antigua 7. British Honduras 8. Dominica\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Grenada l0.    St. Kitts-Nevis-Anguilla\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"St. Lucia\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"St. Vincent\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Montserrat\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"British Virgin Islands\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Cayman Islands\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Turks and Caicos Islands Sub-Total 6,000 CATEGORY B Non-Regional States. No. of Shares 1. Canada 2,000 2. United Kingdom 2,000 Sub-Total 4,000 Grand Total 10,000 Caribbean Development Bank Law (1997 Revision) SCHEDULE ANNEX B SELECTION OF DIRECTORS Part I-Principles for the Selection of Directors Representing Regional Members. Of the five (5) directors to be selected pursuant to paragraph 1(a)(i) of Article 29: (a) one (1) director shall be selected by each of the governors representing the two (2) regional members having the largest number of shares of the capital stock of the Bank; (b) three (3) shall be selected by the Governors representing the other regional members. Part II-Selection of Directors Pending Adoption of the Rules of Procedure. 1. Regional Members: (a) one (1) director shall be selected by the governor representing Jamaica; (b) one (1) director shall be selected by the governor representing Trinidad and Tobago; (c) one (1) director shall be selected jointly by the governors representing Guyana and Barbados (d) one (1) director shall be selected jointly by the governors representing Bahamas and British Honduras; and (e) one (1) director shall be selected jointly by the governors representing- Antigua Montserrat British Virgin Islands St. Kitts-Nevis-Anguilla Cayman Islands St. Lucia Dominica St. Vincent Grenada Turks and Caicos Islands 2. Non-regional Members: (a) one (1) director shall be selected by the governor representing Canada; and (b) one (1) director shall be selected by the governor representing the United Kingdom. SCHEDULE Caribbean Development Bank Law PROTOCOL Protocol to Provide for Procedure for Amendment of Article 36 of the Agreement Establishing the Caribbean Development Bank at the Inaugural Meeting of the Board of Governors. The States and Territories parties to the Agreement establishing the Caribbean Development Bank (hereinafter referred to as \u201cthe Agreement\u201d) hereby agree that notwithstanding the provisions of Article 58 of the Agreement, paragraph 1 of Article 36 of the Agreement may be amended at the inaugural meeting of the Board of Governors of the Caribbean Development Bank by a Resolution (on a motion which shall not be subject to amendment and moved by the Governor for Jamaica) approved by the vote of a simple majority of the Governors present and voting thereon representing more than onehalf of the voting powers of the Governors present and voting thereon. Publication in revised form authorised by the Governor in Council this 29th day of April, 1997. Carmena H. Parsons Clerk of Executive Council\", \"element\": \"section\", \"heading\": null}], \"meta\": {\"notes\": null, \"workflow\": null, \"lifecycle\": {\"source\": \"#cilegis\", \"eventRef\": [{\"eId\": \"e_commence_1997_01_01\", \"date\": \"1997-01-01\", \"type\": \"generation\", \"source\": \"#cilegis\"}]}, \"references\": {\"source\": \"#canary\", \"TLCRole\": [], \"TLCEvent\": [{\"eId\": \"ev_commencement\", \"href\": \"\/akn\/ontology\/canary\/event\/commencement\", \"showAs\": \"commencement\"}], \"TLCPerson\": [], \"TLCConcept\": [{\"eId\": \"inForce\", \"href\": \"\/akn\/ontology\/canary\/concept\/temporal\/in-force\", \"showAs\": \"in force\"}], \"TLCProcess\": [], \"TLCLocation\": [], \"TLCOrganization\": [{\"eId\": \"cilegis\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\", \"showAs\": \"Cayman Islands legislation mirror (kyleg)\"}]}, \"temporalData\": {\"source\": \"#cilegis\", \"temporalGroup\": [{\"eId\": \"tg_inforce_1997_01_01\", \"timeInterval\": [{\"end\": null, \"start\": \"#e_commence_1997_01_01\", \"duration\": null, \"refersTo\": \"#inForce\"}]}]}, \"classification\": null, \"identification\": {\"source\": \"#cilegis\", \"FRBRWork\": {\"FRBRuri\": \"\/akn\/ky\/act\/1970\/6\", \"FRBRdate\": [{\"date\": \"1997-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/1970\/6\/!main\", \"FRBRalias\": [{\"name\": \"cmsId\", \"value\": \"1970-0006\"}], \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRnumber\": \"6 of 1970\", \"FRBRcountry\": \"ky\", \"FRBRsubtype\": \"principal\"}, \"FRBRExpression\": {\"FRBRuri\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01\", \"FRBRdate\": [{\"date\": \"1997-01-01\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01\/!main\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/1970\/6\/eng@1997-01-01.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Caribbean Development Bank Act\", \"actNumber\": \"6 of 1970\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nCARIBBEAN DEVELOPMENT BANK LAW\n\n(1997 Revision)\nSupplement No. 2 published with Gazette No. 11 of 26th May, 1997.\n\nPage 2\nRevised as at 29th day of April, 1997\nc\n\nPUBLISHING DETAILS\nRevised under the authority of the Law Revision Law (19 of 1975).\n\nOriginally enacted-\n\nLaw 6 of 1970-25th March, 1970.\n\nRevised this 29th day of April, 1997.\n\nCaribbean Development Bank Law (1997 Revision)\nArrangement of Sections\n\nc\nRevised as at 29th day of April, 1997\nPage 3\n\nCAYMAN ISLANDS\n\nCARIBBEAN DEVELOPMENT BANK LAW\n(1997 Revision)\nArrangement of Sections\nSection\nPage\n1.\nShort title ...................................................................................................................................5\n2.\nDefinitions ..................................................................................................................................5\n3.\nAcceptance of the Bank Agreement by the Government ............................................................5\n4.\nFinancial provisions for giving effect to the Bank Agreement ......................................................5\n5.\nGovernment empowered to raise loans for purposes of Bank Agreement ..................................6\n6.\nCertain provisions of Bank Agreement given force of law in the Islands .....................................6\n7.\nAmendment of Schedule and matters consequential .................................................................6\nSCHEDULE\n7\n\nCaribbean Development Bank Law (1997 Revision)\nSection 1\n\nc\nRevised as at 29th day of April, 1997\nPage 5\n\nCAYMAN ISLANDS\n\nCARIBBEAN DEVELOPMENT BANK LAW\n(1997 Revision)\nENACTED by the Legislature of the Cayman Islands.\n1.\nShort title\n1.\nThis Law may be cited as the Caribbean Development Bank Law (1997 Revision).\n2.\nDefinitions\n2.\nIn this Law \u2014\n\u201cBank\u201d means the Caribbean Development Bank established by the Bank\nAgreement; and\n\u201cBank Agreement\u201d means the Agreement establishing the Caribbean\nDevelopment Bank, the text of which is set out in the Schedule.\n3.\nAcceptance of the Bank Agreement by the Government\n3.\nAcceptance by the Government of the Islands of the Bank Agreement is approved.\n4.\nFinancial provisions for giving effect to the Bank Agreement\n4.\n(1) All sums required to be paid by the Government for the purpose of meeting the\nobligations of the Islands under the Bank Agreement are hereby charged on\nand shall be paid out of the General Revenue.\n(2) The Government may, if it thinks fit, create and issue to the Bank any such\nnon-negotiable and non-interest bearing notes and other obligations as are\nprovided for by paragraph 5 of Article 7 of the Bank Agreement, and sums\n\nSection 5\nCaribbean Development Bank Law\n\nPage 6\nRevised as at 29th day of April, 1997\nc\n\npayable under such notes or obligations so created and issued shall be charged\non and paid out of the General Revenue.\n(3) Any sums received by the Government from the Bank pursuant to the Bank\nAgreement shall be paid into the General Revenue.\n5.\nGovernment empowered to raise loans for purposes of Bank Agreement\n5.\n(1) The Government may borrow from any person any sum or sums required for\npayments under section 4 or for replacing any sum or sums paid out of the\nGeneral Revenue pursuant to that section and, for the purpose of such\nborrowing, may create and issue any securities bearing such rate of interest\nand subject to such conditions as to repayment, redemption or otherwise, as\nthe Government thinks fit.\n(2) The principal and interest of any securities issued under subsection (1) and any\nexpenses incurred in connection with their issue shall be charged on and paid\nout of the General Revenue. Any monies raised by securities issued under\nsubsection (1) shall be paid into the General Revenue.\n6.\nCertain provisions of Bank Agreement given force of law in the Islands\n6.\nArticles 48(1) and (2), 49(1) and (4), 50, 51, 52, 54(a) and (b), 55(1), (4), (5), (6)\nand (7) and the first sentence of Article 49(2) of the Bank Agreement shall have the\nforce of law in the Islands.\n7.\nAmendment of Schedule and matters consequential\n7.\n(1) Where any amendment to the Bank Agreement is accepted by the Government\nthe Governor in Council may, by Order, amend the Schedule by including\ntherein the amendment accepted.\n(2) Any Order made under subsection (1) may contain such consequential,\nsupplemental or ancillary provisions as appear to the Governor in Council to\nbe necessary or expedient for the purpose of giving due effect to the\namendment accepted as aforesaid and, without prejudice to the generality of\nthe foregoing, may contain provisions amending references in this Law to\nspecific provisions of the Bank Agreement.\n(3) Every Order made under this section shall be subject to negative resolution of\nthe Legislative Assembly.\n(4) Where the Schedule is amended pursuant to subsection (1) any reference in\nthis Law or any other instrument to the Bank Agreement shall, unless the\ncontext otherwise requires, be construed as a reference to the Bank Agreement\nas so amended.\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 7\n\n SCHEDULE\n(Sections 2 and 7)\n\nAGREEMENT ESTABLISHING THE CARIBBEAN DEVELOPMENT BANK\n\nThe Contracting Parties,\nConscious of the need to accelerate the economic development of States and Territories\nof the Caribbean and to improve the standards of living of their peoples;\nRecognizing the resolve of these States and Territories to intensify economic cooperation and promote economic integration in the Caribbean;\nAware of the desire of other countries outside the region to contribute to the economic\ndevelopment of the region;\nConsidering that such regional economic development urgently requires the mobilisation\nof additional financial and other resources; and\nConvinced that the establishment of a regional financial institution with the broadest\npossible participation will facilitate the achievement of these ends;\nHEREBY AGREE AS FOLLOWS:\n\nINTRODUCTORY ARTICLE\nThe Caribbean Development Bank (hereinafter called the \u201cBank\u201d) is hereby established\nand shall be governed by the following-\nARTICLES OF AGREEMENT:\n\nCHAPTER I\n\nPurpose, Functions and Participation\nArticle 1. Purpose\nThe purpose of the Bank shall be to contribute to the harmonious economic growth and\ndevelopment of the member countries in the Caribbean (hereinafter called the \u201cregion\u201d)\nand to promote economic co-operation and integration among them, having special and\nurgent regard to the needs of the less developed members of the region.\nArticle 2. Functions\n1.\nTo carry out its purpose, the Bank shall have the following functions:\n(a)\nto assist regional members in the co-ordination of their development\nprogrammes with a view to achieving better utilization of their resources,\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 8\nRevised as at 29th day of April, 1997\nc\n\nmaking their economies more complementary, and promoting the orderly\nexpansion of their international trade, in particular intra-regional trade;\n(b) to mobilize within and outside the region additional financial resources\nfor the development of the region;\n(c)\nto finance projects and programmes contributing to the development of\nthe region or any of the regional members;\n(d) to provide appropriate technical assistance to its regional members,\nparticularly by undertaking or commissioning pre-investment surveys\nand by assisting in the identification and preparation of project proposals;\n(e)\nto promote public and private investment in development projects by,\namong other means, aiding financial institutions in the region and\nsupporting the establishment of consortia;\n(f)\nto co-operate and assist in other regional efforts designed to promote\nregional and locally controlled financial institutions and a regional\nmarket for credit and savings;\n(g) to stimulate and encourage the development of capital markets within the\nregion; and\n(h) to undertake or promote such other activities as may advance its purpose.\n2.\nThe Bank shall, where appropriate, co-operate with national, regional or\ninternational organizations or other entities concerned with the development of the\nregion.\nArticle 3. Membership\n1.\nMembership in the Bank shall be open to:\n(a)\nStates and Territories of the region; and\n(b) non-regional States which are members of the United Nations or of its\nspecialized agencies or of the International Atomic Energy Agency.\n2.\nThe States and Territories listed in Annex A to this Agreement the Governments of\nwhich sign this Agreement in accordance with paragraph 1 of Article 62 and ratify or\naccept it in accordance with paragraph 1 of Article 63 shall become members of the\nBank.\n3.\nStates and Territories eligible for membership under paragraph 1 of this Article\nwhich do not become members in accordance with paragraph 2 of this Article may be\nadmitted to membership on such terms and conditions as the Bank may determine by a\nvote of not less than two-thirds of the total number of the governors representing not less\nthan three-fourths of the total voting power of the members, and on acceding to this\nAgreement in accordance with paragraph 2 of Article 63.\n4.\nFor the purposes of Articles 26, 32 and 65 the last four Territories listed in Category\nA of Annex A to this Agreement shall be considered as a single member of the Bank.\nArticle 4. Participation of Non-Members\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 9\n\nThe Bank shall encourage and facilitate the fullest co-operation and participation in its\nactivities of other regional or non-regional States which are members of the United\nNations or any of its specialized agencies or of the International Atomic Energy Agency\nand which may further its purpose, and shall take such measures as it may deem\nappropriate under the provisions of this Agreement to promote such co-operation and\nparticipation.\nCHAPTER II\n\nCAPITAL AND OTHER RESOURCES\n\nArticle 5. Authorized Capital\n1.\nThe authorized capital stock of the Bank shall be the equivalent of fifty million\ndollars ($50,000,000) in terms of United States dollars of the weight and fineness in\neffect on 1st September, 1969. The authorized capital stock shall be divided into ten\nthousand (10,000) shares with a par value of five thousand dollars ($5,000) each, which\nshall be available for subscription only by members in accordance with the provisions of\nArticle 6.\n2.\nThe original authorized capital stock shall be divided into paid-up shares and\ncallable shares. Shares having an aggregate par value equivalent to twenty-five million\ndollars ($25,000,000) shall be paid-up shares, and shares having an aggregate par value\nequivalent to twenty-five million dollars ($25,000,000) shall be callable shares.\n3.\nThe authorized capital stock may be increased by the Board of Governors at such\ntime and on such terms and conditions as it may determine by a vote of not less than twothirds of the total number of the governors representing not less than three-fourths of the\ntotal voting power of the members.\n4.\nIn this Agreement the expression \u201cdollar\u201d means a United States dollar of the value\nspecified in paragraph 1 of this Article.\nArticle 6. Subscription of Shares\n1.\nEach member shall subscribe to shares of the capital stock of the Bank. Each\nsubscription to the original authorized capital stock shall be for paid-up and callable\nshares in equal parts. The initial number of shares to be subscribed by those States and\nTerritories which become members in accordance with paragraph 2 of Article 3 shall be\nas set forth in Annex A to this Agreement which shall form an integral part thereof. The\ninitial number of shares to be subscribed by those States and Territories which are\nadmitted to membership in accordance with paragraph 3 of Article 3 shall be determined\nby the Board of Governors in accordance with that paragraph.\n2.\nThe authorized capital stock of the Bank shall, at all times be held or be available\nfor subscription in the following manner:\n(a)\nnot less than sixty (60) per cent by regional members; and\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 10\nRevised as at 29th day of April, 1997\nc\n\n(b) not more than forty (40) per cent by other members.\n3.\nIn the case of an increase in the authorized capital stock, each member shall have a\nright to subscribe, on such terms and conditions as the Board of Governors shall\ndetermine, to a proportion of the increase of stock equivalent to the proportion which its\nstock previously subscribed bears to the total subscribed capital stock immediately before\nsuch increase provided, however, that this provision shall not apply in respect of any\nincrease or portion of an increase in the authorized capital stock which is intended solely\nto give effect to determinations of the Board of Governors under paragraphs 1 and 4 of\nthis Article. No member shall be obligated to subscribe to any part of an increase in\ncapital stock.\n4.\nSubject to the provisions of paragraph 2 of this Article, the Board of Governors\nmay, at the request of a member, increase the subscription of such member on such terms\nand conditions as the Board may determine. The Board of Governors shall pay special\nregard to the request of any regional member having less than five (5) per cent of the\nsubscribed capital stock to increase its subscription.\n5.\nShares initially subscribed by those States and Territories which become members\nin accordance with paragraph 2 of Article 3 shall be issued at par. Other shares shall be\nissued at par unless the Board of Governors by a vote of not less than two-thirds of the\ntotal number of the governors representing not less than three-fourths of the total voting\npower of the members decides in special circumstances to issue them on other terms.\n6.\nShares shall not be pledged or encumbered in any manner whatsoever. They shall\nnot be transferable except to the Bank.\n7.\nLiability of the members on shares shall be limited to the unpaid portion of their\nissue price.\n8.\nExcept as provided in paragraph 7 of this Article, no member shall be liable, by\nreason of its membership, for obligations of the Bank.\nArticle 7. Payment of Subscriptions\n1.\nPayment of the amount due in respect of paid-up shares initially subscribed by a\nState or Territory which becomes a member in accordance with paragraph 2 of Article 3\nshall be made in six (6) instalments. The first instalment shall equal 20 per cent of that\namount and the remaining five instalments shall each equal 16 per cent of that amount.\nThe first instalment shall be paid by each member not later than 90 days after entry into\nforce of this Agreement or on or before the date of deposit of its instrument of ratification\nor acceptance in accordance with Article 63, whichever is the later. The second\ninstalment shall be paid not later than one (1) year from the entry into force of this\nAgreement. The remaining four instalments shall each be paid successively not later than\none (1) year from the date on which the preceding instalment becomes payable.\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 11\n\n2.\nOf each instalment of an initial subscription payable under paragraph 1 of this\nArticle by a State or Territory which becomes a member pursuant to paragraph 2 of\nArticle 3:\n(a)\nfifty (50) per cent shall be paid in gold or in a convertible currency which\nis freely and effectively usable in the operations of the Bank or in a\ncurrency which is freely and fully convertible into such a currency,\nprovided that if the currency of that member meets either of such\nrequirements, such payment shall be made in the currency of that\nmember; and\n(b) fifty (50) per cent shall be paid in the currency of that member, subject to\nthe provisions of paragraph 5 of this Article.\n3.\nEach payment of a member in its own or another currency shall be in such amount\nas the Bank, after such consultation with the International Monetary Fund as it may\nconsider necessary and utilizing the par value, if any, established with the International\nMonetary Fund, shall determine to be equivalent to the full value in terms of dollars of\nthe portion of the subscription being paid. The first instalment payable pursuant to\nparagraph 1 of this Article shall be in such amount as that member considers appropriate\nin accordance with this paragraph, but shall be subject to such adjustment, to be effected\nwithin ninety (90) days of the date on which such payment was due, as the Bank shall\ndetermine to be necessary to constitute the full dollar equivalent of such payment.\n4.\nSubject to the provisions of paragraphs 6 and 7 of this Article relating to callable\nshares, payment of other subscriptions in respect of original authorized shares and of\nincreases in the capital stock of the Bank shall be made at such times and in gold or in\nsuch currencies as the Board of Governors shall determine and the Board may determine\nwith the agreement of all members that different proportions of such capital be paid up by\ndifferent members.\n5.\nThe Bank shall accept from a member, in place of any part of the member\u2019s\ncurrency paid or to be paid by the member under paragraph 2 (b) of this Article or under\nparagraph 1 of Article 24 in respect of payments under paragraph 2 (b) of this Article,\nprovided such currency is not required by the Bank for the conduct of its operations,\npromissory notes or other obligations issued by the Government of the member or by the\ndepository designated by the member pursuant to Article 37. Such notes or other\nobligations shall be non-negotiable, non-interest bearing, and payable at their par value\nupon demand. Subject to paragraph 5 of Article 23, demand for payment of such notes or\nother obligations shall be made only as and when the funds are required by the Bank for\nthe conduct of its operations, provided, however, that a member which has issued such\npromissory notes or other obligations may at the request of the Bank convert any of them\ninto interest-bearing notes or into cash to be invested in government securities of that\nmember. Demands upon such notes or obligations shall, as far as practicable over\nreasonable periods of time, be uniform in per centime of all such notes and obligations.\nNotwithstanding the issuance or acceptance of a note or other obligation by the Bank, the\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 12\nRevised as at 29th day of April, 1997\nc\n\nobligation of the member under paragraph 2 (b) of this Article and under Article 24 shall\nsubsist.\n6.\nCallable shares shall be subject to call only as and when required by the Bank to\nmeet its obligations incurred pursuant to sub-paragraph (b) and (d) of Article 13 on\nborrowings of funds for inclusion in its ordinary capital resources or on guarantees\nchargeable to such resources. Such calls on unpaid subscriptions shall be uniform in per\ncentime on all callable shares.\n7.\nPayment of calls referred to in paragraph 6 of this Article may be made at the option\nof the member in gold, convertible currency or in the currency required to discharge the\nobligations of the Bank for the purpose of which the call is made.\n8.\nThe Bank shall determine the place for any payment under this Article, provided\nthat, until the inaugural meeting of the Board of Governors the payment of the first\ninstalment referred to in paragraph 1 of this Article shall be made to the Governor of\nBarbados as Trustee of the Bank.\nArticle 8. Special Funds\n1.\nA special fund to be known as the Special Development Fund is hereby established\ninto which the Bank may receive contributions or loans. The Special Development Fund\nmay be used to make or guarantee loans of high developmental priority, with longer\nmaturities, longer deferred commencement of repayment and lower interest rates than\nthose determined by the Bank for its ordinary operations. The Bank shall, as soon as\npracticable, adopt rules and regulations for the administration and use of the Special\nDevelopment Fund.\n2.\nThe Bank may establish, or be entrusted with the administration of, other special\nfunds which are designed to serve its purpose and fall within its functions. It shall adopt\nsuch special rules and regulations as may be required for the establishment,\nadministration and use of the resources of each special fund.\n3.\nSubject to the provisions of paragraph 1 of this Article relating to the Special\nDevelopment Fund, the terms and conditions upon which the Bank may receive\ncontributions or loans for special funds, including the Special Development Fund, shall\nbe such as may be agreed upon between the Bank and the contributor or lender, and\nspecial funds may be used in any manner and on any terms and conditions not\ninconsistent with the purpose and functions of the Bank or with any agreement relating to\nsuch funds.\n4.\nNo allocation may be made to the Special Development Fund provided for in\nparagraph 1 of this Article or to any other special fund from the paid-up capital or\nreserves of the Bank or from funds borrowed by the Bank for inclusion in its ordinary\ncapital resources.\n5.\nThe rules and regulations relating to any special fund shall be consistent with the\nprovisions of this Agreement except those which expressly apply only to ordinary\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 13\n\noperations of the Bank. Where such rules and regulations do not apply, special funds\nshall be governed by the provisions of this Agreement.\nArticle 9. Ordinary Capital Resources and Special Funds Resources\n1.\nThe resources of the Bank shall consist of ordinary capital resources and special\nfunds resources.\n2.\nIn this Agreement, the expression \u201cordinary capital resources\u201d includes the\nfollowing:\n(a)\nauthorized capital stock of the Bank subscribed pursuant to Article 6;\n(b) funds borrowed by the Bank to which the commitment to calls provided\nfor in paragraph 6 of Article 7 is applicable;\n(c)\nfunds received in repayment of loans or guarantees made with the\nresources referred to in sub-paragraphs (a) and (b) of this paragraph;\n(d) income derived from loans made from the aforementioned funds or from\nguarantees to which the commitment to calls provided for in paragraph 6\nof Article 7 is applicable; and\n(e)\nany other funds or income received by the Bank which do not form part\nof any special funds resources.\n3.\nIn this Agreement, the expression \u201cspecial funds resources\u201d refers to the resources\nof any special fund and includes the following-\n(a)\nresources initially contributed to any special fund;\n(b) funds accepted by the Bank for inclusion in any special fund;\n(c)\nfunds repaid in respect of loans or guarantees financed from the resources\nof any special fund which, under the rules and regulations of the Bank\ngoverning that special fund, are received by such special fund;\n(d) income derived from operations of the Bank in which any of the\naforementioned resources or funds are used or committed if, under the\nrules and regulations of the Bank governing the special fund concerned,\nthat income accrues to such special fund; and\n(e)\nany other resources placed at the disposal of any special fund.\n\nCHAPTER III\n\nOPERATIONS\n\nArticle 10. Use of Resources\nThe resources and facilities of the Bank shall be used exclusively to further the purpose\nand carry out the functions set forth, respectively, in Articles 1 and 2 of this Agreement.\nArticle 11. Ordinary And Special Operations\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 14\nRevised as at 29th day of April, 1997\nc\n\n1.\nThe operations of the Bank shall consist of ordinary operations and special\noperations.\n2.\nOrdinary operations shall be those financed from the ordinary capital resources of\nthe Bank.\n3.\nSpecial operations shall be those financed from special funds resources.\nArticle 12. Separation of Operations\n1.\nThe ordinary capital resources of the Bank shall at all times and in all respects be\nheld, used, committed, invested or otherwise disposed of, entirely separate from special\nfunds resources. Each special fund, its resources and accounts shall be kept entirely\nseparate from other special funds, their resources and accounts.\n2.\nThe ordinary capital resources of the Bank shall not be charged with, or used to\ndischarge, losses or liabilities arising out of operations or other activities of any special\nfund. Special funds resources appertaining to any special fund shall not be charged with,\nor used to discharge, losses or liabilities arising out of operations or other activities of the\nBank financed from its ordinary capital resources or from resources appertaining to any\nother special fund.\n3.\nIn the operations and other activities of any special fund, the liability of the Bank\nshall be limited to the resources appertaining to that special fund which are at the disposal\nof the Bank.\n4.\nThe financial statements of the Bank shall show the ordinary operations and the\nspecial operations of the Bank separately. Expenses appertaining to ordinary operations\nshall be charged to the ordinary capital resources of the Bank. Expenses appertaining\ndirectly to special operations shall be charged to the special funds resources. Any other\nexpenses shall be charged as the Bank shall determine.\n5.\nThe Bank shall adopt such other rules and regulations as may be required to ensure\nthe effective separation of the two types of its operations.\nArticle 13. Recipients and Methods of Ordinary Operations\nIn its ordinary operations, the Bank may provide or facilitate financing for any regional\nmember or any political subdivision or any agency thereof, or any other entity or\nenterprise in the public or private sector operating in the territory of such member, as well\nas for international or regional agencies or other entities concerned with the economic\ndevelopment of the region. The Bank may carry out such operations in any of the\nfollowing ways:\n(a)\nby making or participating indirect loans with its unimpaired paid-up\ncapital and, except as provided in Article 18, with its reserves and\nundistributed surplus;\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 15\n\n(b) by making or participating in direct loans with funds raised by the Bank\nin capital markets or borrowed or otherwise acquired by the Bank for\ninclusion in its ordinary capital resources;\n(c)\nby investment of the funds referred to in paragraphs (a) and (b) of this\nArticle in the equity capital of an entity or enterprise, provided, however,\nthat no such investment shall be made until after the Board of Governors,\nby a vote of not less than two thirds of the total number of governors\nrepresenting not less than three-fourths of the total voting power of the\nmembers, shall have determined that the Bank is in a position to begin\nsuch type of operations; or\n(d) by guaranteeing, whether as primary or secondary obligor, in whole or in\npart loans for economic development.\nArticle 14. Limitations on Operations\n1.\nThe total amount outstanding of loans, equity investments and guarantees made by\nthe Bank in its ordinary operations shall not at any time exceed the total amount of its\nunimpaired subscribed capital, reserves and surplus and any other funds included in its\nordinary capital resources, exclusive of the special reserve provided for in Article 18 and\nother reserves not available for ordinary operations.\n2.\nThe total amount outstanding in respect of the special operations of the Bank\nrelating to any special fund shall not at any time exceed the total amount of the\nunimpaired resources appertaining to that special fund.\n3.\nIn the case of funds invested in equity capital out of the ordinary capital resources of\nthe Bank, the total amount invested shall not at any time exceed ten (10) per cent of the\naggregate amount of the unimpaired paid-up capital stock of the bank actually paid up at\nany given time together with the reserves and surplus included in its ordinary capital\nresources, exclusive of the special reserve provided for in Article 18.\n4.\nThe amount of any equity investment shall not exceed such per centime of the\nequity capital of the entity or enterprise concerned as the Board of Directors shall from\ntime to time or in each specific case determine to be appropriate. The Bank shall not seek\nto obtain by such an investment a controlling interest in the entity or enterprise concerned\nexcept where necessary to safeguard the investment of the Bank.\nArticle 15. Operating Principles\nSubject to the provisions of this Agreement, the operations of the Bank shall be\nconcluded in accordance with the following principles:\n(a)\nThe operations of the Bank shall provide principally for the financing of\nspecific projects, including those forming part of a national, sub-regional\nor regional development programme. They may, however, include loans\nto, or guarantees of loans made to, national development banks or other\nsuitable financial institutions, in order that the latter may finance\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 16\nRevised as at 29th day of April, 1997\nc\n\ndevelopment projects on terms approved by the Bank where the\nindividual financing requirements of such projects are not, in the opinion\nof the Bank, large enough to warrant the direct supervision of the Bank.\n(b) The Bank shall not finance any undertaking in the territory of a member\nif that member objects to such financing.\n(c)\nBefore a loan or guarantee is granted, the applicant shall have submitted\nan adequate loan or guarantee proposal and the President of the Bank\nshall have presented to the Board of Directors a written report regarding\nthe proposal together with his recommendations on the basis of a staff\nstudy.\n(d) In considering an application for a loan or guarantee, the Bank shall pay\ndue regard to the ability of the borrower to obtain financing elsewhere on\nterms and conditions that the Bank considers reasonable for the recipient.\n(e)\nin making or guaranteeing a loan, the Bank shall pay due regard to the\nprospects that the borrower and its guarantor, if any, will be in a position\nto meet their obligations under the loan contract.\n(f)\nIn making or guaranteeing a loan, the rate of interest, other charges and\nthe schedule for repayment of principal shall be such as are, in the\nopinion of the Bank, appropriate for the loan concerned.\n(g) In guaranteeing a loan made by other investors, or in underwriting the\nsale of securities, the Bank shall receive suitable compensation for its\nrisk.\n(h) The proceeds of financing in the ordinary operations of the Bank shall\nnormally be used only for procurement, in territories of members, of\ngoods and services produced in those territories. In special cases the\nBoard of Directors may, however, determine the circumstances in which\nthe procurement of goods and services may be permitted elsewhere,\ngiving particular consideration wherever practicable to procurement of\ngoods and services produced in the territory of countries which have\ncontributed substantially to the resources of the Bank.\n(i)\nIn procuring services, and in facilitating financing for entities or\nenterprises in the private sector, the Bank shall pay due regard to the\nneed to develop and strengthen undertakings, entities and skills of\nindividuals belonging to the region.\n(j)\nIn the case of a direct loan made by the Bank, the borrower shall be\npermitted by the Bank to draw its funds only to meet expenditures in\nconnection with the project as they are actually incurred.\n(k) The Bank shall take the necessary measures to ensure that the proceeds\nof any loan made, guaranteed, or participated in by the Bank are used\nonly for the purposes for which the loan was granted and with due regard\nto considerations of economy and efficiency.\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 17\n\n(1) The Bank shall pay due regard to the desirability of a reasonable\ndistribution of the benefits from its operations among the members in the\nregion.\n(m) The Bank shall seek to maintain reasonable diversification in its\ninvestments in equity capital.\n(n) The Bank may provide financing to meet either external or local\nexpenditures in respect of a project being assisted, provided that in its\nordinary operations the Bank shall provide financing for local\nexpenditures in the territory in which the project is located only in\nexceptional circumstances and not exceeding a reasonable proportion of\nthe total of such expenditures, or in circumstances where such financing\nmay be provided with local currency restricted under paragraph 2 of\nArticle 23.\n(o) The Bank shall be guided by sound development banking principles in its\noperations.\nArticle 16. Terms and Conditions for Direct Loans and Guarantees\n1.\nIn the case of direct loans made or participated in or loans guaranteed by the Bank,\nthe contract shall establish the terms and conditions for the loan or guarantee concerned,\nincluding those relating to payment of principal, interest and other charges, maturities,\nand dates of payment in respect of the loan, or the fees and other charges in respect of the\nguarantee, respectively.\n2.\nSubject in the case of special operations to any rules and regulations or other\narrangements relating thereto, the contract relating to a loan made or guaranteed by the\nBank shall specify the currency or currencies to be used in making repayments to the\nBank. Or stipulate that repayments shall be made in the currency or currencies loaned, or\nmake other appropriate provision for the currency or currencies of repayment. At the\noption of the borrower, however, such repayments may be made in gold or, subject to the\nagreement of the Bank, in any convertible currency. The contract may also provide that\nthe amount of repayments to the Bank shall be equivalent, in terms of a currency\nspecified for that purpose by the Bank, to the value of those repayments on the date or\ndates on which the loan was disbursed.\n3.\nWhere the recipient of a loan or guarantee of a loan is not itself a member, the Bank\nmay, when it deems it advisable, make it a condition of the contract that the member in\nwhose territory the project concerned is to be carried out, or a public agency of that\nmember acceptable to the Bank, guarantee the repayment of the principal and the\npayment of interest and other charges on the loan in accordance with the terms thereof.\nArticle 17. Commission and Fees\n1.\nThe Bank shall determine the rate and any other terms and conditions of the\ncommission to be charged in connection with direct loans made or participated in as part\nof its ordinary operations. This commission shall be computed on the amount outstanding\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 18\nRevised as at 29th day of April, 1997\nc\n\non each loan or participation and shall be at the rate of not less than one (1) per cent per\nannum in the first five (5) years of the operations of the Bank. At the end of this period,\nthe rate of commission may be set at such level as the Bank considers appropriate in the\nlight of the level of the reserves of the Bank.\n2.\nIn guaranteeing a loan as part of its ordinary operations, the Bank shall, in addition\nto any other charges, require a guarantee fee, at a rate determined by the Board of\nDirectors, payable periodically on the amount of the loan outstanding.\n3.\nOther charges of the Bank in its ordinary operations, and any commission, fees or\nother charges in its special operations, shall be determined by the Board of Directors.\nArticle 18. Special Reserve\nThe amount of commission and guarantee fees received by the Bank pursuant to Article\n17 of this Agreement shall be set aside as a special reserve which shall be kept for\nmeeting liabilities of the Bank. The special reserve shall be held in such liquid form as\nthe Board of Directors may decide, provided that whenever it is in the interest of the\nBank the special reserve may be invested in the securities of the region.\nArticle 19. Methods of Meeting Liabilities of the Bank\n1.\nWhenever necessary to meet contractual payments of interest, other charges or\namortization on borrowings of the Bank in its ordinary operations, or to meet its\nliabilities with respect to similar payments in respect of loans guaranteed by it,\nchargeable to its ordinary capital resources, the Bank may call an appropriate amount of\ncallable shares in accordance with paragraph 6 of Article 7.\n2.\nIf the subscribed callable capital stock of the Bank shall be entirely called pursuant\nto paragraph 6 of Article 7, the Bank may, if necessary for the purpose specified in\nparagraph 1 of this Article, use or exchange the currency of any member without\nrestriction, including any restriction imposed pursuant to paragraph 2 of Article 23.\n\nCHAPTER IV\n\nBORROWING AND OTHER MISCELLANEOUS POWERS\nArticle 20. General Powers\nIn addition to the powers provided elsewhere in this Agreement, the Bank shall have the\npower to:\n(a)\nborrow funds in the territories of members or elsewhere and in this\nconnexion to furnish such collateral or other security therefor as the Bank\nshall determine, provided always that:\n(i)\nbefore making a sale of its obligations in a country, the Bank shall\nseek the approval of the competent authorities of that country;\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 19\n\n(ii) where the obligations of the Bank are to be denominated in the\ncurrency of a member, the Bank shall have obtained the approval of\nthe competent authorities of that member;\n(iii) the Bank shall obtain the approval of the competent authorities\nreferred to in sub-paragraphs (i) and (ii) of this paragraph that the\nproceeds may be exchanged for any other currency without\nrestriction; and\n(iv) before determining whether to sell its obligations in a particular\ncountry, the Bank shall consider the amount of previous borrowing,\nif any, in that country, the amount of previous borrowings in other\ncountries, and the possible availability of funds in such other\ncountries and shall give due regard to the general principle that its\nborrowings should, as far as possible, be diversified as to the\ncountry of borrowing;\n(b) buy and sell securities the Bank has issued or guaranteed or in which it\nhas invested, provided always that it shall have obtained the approval of\nthe competent authorities of the country where the securities are to be\nbought or sold;\n(c)\nguarantee securities in which it has invested, in order to facilitate their\nsale;\n(d) underwrite, or participate in the underwriting of, securities issued by any\nenterprise or entity for purposes consistent with the purpose and\nfunctions of the Bank;\n(e)\ninvest or deposit funds, not needed in its operations, in the territories of\nmembers or of substantial contributors to the resources of the Bank, in\nsuch obligations or institutions of members or substantial contributors, or\nnationals thereof, as it may determine, except where the Board of\nDirectors by a vote of not less than three-fourths of the total voting\npower of the members determines otherwise;\n(f)\nassist regional members in matters relating to the foreign placement of\nofficial loans;\n(g) borrow\nfrom\nGovernments,\ntheir\npolitical\nsub-divisions\nand\ninstrumentalities, and international organizations, on such terms and\nconditions as may be agreed upon between the Bank and the lender;\n(h) provide technical assistance which serves its purpose and comes within\nits functions, and where expenditures incurred in furnishing such services\nare not reimbursable, charge the income of the Bank therewith; and\n(i)\nexercise such other powers and adopt such rules and regulations as may\nbe necessary or appropriate in furtherance of its purpose and functions\nand consistent with the provisions of this Agreement.\nArticle 21. Notice to be Placed on Securities\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 20\nRevised as at 29th day of April, 1997\nc\n\nEvery security issued or guaranteed by the Bank shall include a statement to the effect\nthat it is not an obligation of any Government, unless it is in fact the obligation of a\nparticular Government, in which case it shall so state.\n\nCHAPTER V\n\nCURRENCIES\nArticle 22. Valuation of Currencies and Determination of Convertibility\nWhenever the Bank considers it necessary under this Agreement-\n(a)\nto value any currency in terms of another currency or of gold; or\n(b) to determine whether any currency is convertible;\nsuch valuation or determination, as the case may be, shall be reasonably made by the\nBank after consultation with the International Monetary Fund.\nArticle 23. Use of Currencies\n1.\nThe currency of any member held by the Bank as part of its ordinary capital\nresources, however acquired, may be used by the Bank or by any recipient from the\nBank, without restriction by that member, to make payments for expenditures within, or\nfor goods and services produced in, the territory of that member.\n2.\nMembers may not maintain or impose any restrictions on the holding or use by the\nBank or by any recipient from the Bank, for payments in any country, of gold or any\ncurrency received by the Bank and included in its ordinary capital resources; except that a\nregional member may, after consultation with and subject to periodic review by the Bank,\nrestrict, in whole or in part, to expenditure in the territory of that member the use of its\ncurrency paid in as, or derived as repayments of principal from, currency of the member\npaid pursuant to paragraph 2(b) of Article 7.\n3.\nThe use of any currency received and held by the Bank as part of its special funds\nresources shall be governed by the rules, regulations and agreements pertaining thereto\nand made by virtue of the provisions of Article 8.\n4.\nGold or currencies held by the Bank may not be used by the Bank to purchase\ncurrencies of members or non-members except with the approval of the member or\nmembers whose currencies are involved, but may be so used without such approval:\n(i)\nin order to meet the obligations of the Bank in the ordinary course of its\nbusiness; or\n(ii) if the currency to be used for such purchase is the currency of a member\nreceived by the Bank as a payment on account of the subscription of\nanother member; or\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 21\n\n(iii) pursuant to a decision of the Board of Directors by a vote of the Directors\nrepresenting not less than two-thirds of the total voting power of the\nmembers.\n5.\nNothing in this Agreement shall preclude the Bank from using the currency of any\nmember for administrative expenses incurred by the Bank in the territory of that member.\nArticle 24. Maintenance of Value of the Currency Holdings of the Bank\n1.\nWhenever the par value in the International Monetary Fund of the currency of a\nmember is reduced or the foreign exchange value of such currency has, in the opinion of\nthe Bank, depreciated to a significant extent within its territories, that member shall pay\nto the Bank within a reasonable time an additional amount of its currency sufficient to\nmaintain the value as of the time of subscription of the amount of such currency which is\nheld or subsequently received by the Bank (whether or not any such currency is held in\nthe form of notes or other obligations issued pursuant to paragraph 5 of Article 7) and\nconsisting of, or derived as repayments of principal from, currency originally paid to the\nBank by such member pursuant to paragraph 2(a) or paragraph 2(b) of Article 7, or any\nadditional currency paid pursuant to the provisions of the present paragraph; provided,\nhowever, that, to the extent that the Bank shall, in its opinion, have received from any\nborrower of such currency, or from any guarantor, amounts paid solely as a result of such\nreduction in par value or of such depreciation, the Bank shall pro tanto relieve that\nmember of its obligations under the present paragraph.\n2.\nWhenever the par value of the currency of a member is increased, the Bank shall\npay to that member within a reasonable time an amount of such currency equal to the\nincrease in the value of that amount of the member\u2019s currency held or subsequently\nreceived by the Bank to which paragraph 1 of this Article would be applicable; provided,\nhowever, that the Bank shall not be obligated to make such payment to the extent that the\nbenefit of any such increase in par value shall have been passed on by the Bank to any\nborrower or guarantor as a corollary of the obligation of either to make increased\npayments to the Bank in case of a decrease in the par value of such currency.\n3.\nThe provisions of the preceding two paragraphs may be waived or deemed\ninoperative by the Bank when a uniform change in the par values of the currencies of all\nits members is made by the International Monetary Fund.\n4.\nAmounts paid by a member pursuant to the provisions of paragraph 1 of this Article\nto maintain the value of any of its currency shall be usable and convertible to the same\nextent as the original currency in respect of which such amounts are paid.\n5.\nIn the case of a member whose currency does not have a par value established with\nthe International Monetary Fund, the initial value of such currency in terms of dollars\nshall be as determined by the Bank pursuant to paragraph 3 of Article 7, or otherwise, for\npurposes of payments by such member on account of its subscription. The Bank may,\nfrom time to time thereafter, make a similar determination with respect to the value in\nterms of dollars of such currency. For the purposes of the provisions of paragraphs 1 and\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 22\nRevised as at 29th day of April, 1997\nc\n\n2 of this Article, the value so determined from time to time shall be treated as if it were\nthe par value of such currency.\n\nCHAPTER VI\n\nORGANIZATION AND MANAGEMENT\nArticle 25. Structure\nThe Bank shall have a Board of Governors, a Board of Directors, a President, a Vicepresident, and such other officers and staff as may be considered necessary.\nArticle 26. Board of Governors: Composition\n1.\nEach member shall be represented on the Board of Governors and shall appoint one\ngovernor and one alternate. Each governor and alternate shall serve at the pleasure of the\nappointing member. No alternate may vote except in the absence of his principal. At each\nannual meeting, the Board of Governors shall elect one of the governors as Chairman\nwho shall hold office until the election of the next Chairman.\n2.\nGovernors and alternates shall serve as such without remuneration from the Bank,\nbut the Bank may pay them reasonable expenses incurred in attending meetings.\nArticle 27. Board of Governors: Powers\n1.\nAll the powers of the Bank shall be vested in the Board of Governors.\n2.\nThe Board of Governors may delegate to the Board of Directors any or all its\npowers, except the power to:\n(a)\nadmit new members and determine the conditions of their admission;\n(b) increase or decrease the authorized capital stock of the Bank;\n(c)\nsuspend a member;\n(d) decide appeals from decisions regarding the interpretation or application\nof this Agreement made by the Board of Directors;\n(e)\nauthorize the conclusion of general agreements for co-operation with\nGovernments and with other international organizations;\n(f)\nelect the directors and President of the Bank;\n(g) determine the remuneration of the directors and their alternates;\n(h) determine the reserves and the distribution of the net profits of the Bank;\n(i)\namend this Agreement;\n(j)\ndecide to terminate the operations of the Bank and to distribute its assets;\n(k) select external auditors to certify the general balance sheet and the\nstatement of profit and loss of the Bank and to select such other experts\nas may be necessary to examine and report on the general management of\nthe Bank;\n(1) approve, after reviewing the report of the external auditors, the general\nbalance sheet and statements of profit and loss of the Bank; and\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 23\n\n(m) exercise such other powers as are expressly assigned to the Board of\nGovernors in this Agreement.\nArticle 28. Board of Governors: Procedure\n1.\nThe Board of Governors shall hold an annual meeting and such other meetings as\nmay be provided for by the Board of Governors or called by the Board of Directors.\nMeetings of the Board of Governors other than the annual meeting shall be called by the\nBoard of Directors whenever requested by a majority of the members of the Bank.\n2.\nA majority of the total number of the governors shall constitute a quorum for any\nmeeting of the Board of Governors, provided such majority represents not less than twothirds of the total voting power of the members.\n3.\nThe Board of Governors may by regulation establish a procedure whereby the\nBoard of Directors, when the latter deems such action advisable, may obtain a vote of the\ngovernors on a specific question without calling a meeting of the Board of Directors.\n4.\nThe Board of Governors may establish such subsidiary bodies as may be necessary\nor appropriate for the conduct of the business of the Bank.\nArticle 29. Board of Directors: Composition\n1.\n\n(a) The  Board  of Directors shall be composed of seven (7) members\n\nof whom-\n(i)\nfive (5) shall be selected by the governors representing regional\nmembers; and\n(ii) two (2) shall be selected by the governors representing non-regional\nmembers.\n(b) When other States or Territories become members, the Board of\nGovernors may, by a vote of not less than two-thirds of the total number\nof the governors representing not less than three-fourths of the total\nvoting power of the members, increase the total number of directors.\n(c)\nThe directors shall be selected in accordance with rules of procedure to\nbe adopted by the Board of Governors by a vote of not less than twothirds of the total number of the governors representing not less than\nthree-fourths of the total voting power of the members. The said rules\nshall give effect to the principles relating to regional directors set out in\nPart I of Annex B to this Agreement. Until such rules have been adopted,\nthe directors shall be selected in accordance with Part II of the said\nAnnex B.\n2.\nDirectors shall be persons of high competence in economic and financial matters,\nand shall be selected with due regard to the principle of equitable geographical\ndistribution.\n3.\nEach director shall appoint an alternate with full power to act for him when he is not\npresent.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 24\nRevised as at 29th day of April, 1997\nc\n\n4.\nDirectors shall hold office for a term of two (2) years and shall be eligible for\nselection for a further term or terms of office. They shall continue in office until their\nsuccessors shall have been selected and assumed office. If the office of a director\nbecomes vacant before the expiration of his term of office the vacancy shall be filled by a\nnew director who shall be selected by the governors representing the members who\nselected his predecessor and he shall hold office for the remainder of the term of office of\nhis predecessor.\nArticle 30. Board of Directors: Powers\nThe Board of Directors shall be responsible for the direction of the general operations of\nthe Bank and, for this purpose, shall, in addition to the powers assigned to it expressly in\nthis Agreement, exercise all the powers delegated to it by the Board of Governors, and in\nparticular:\n(a)\nprepare the work of the Board of Governors;\n(b) in conformity with the general directions of the Board of Governors, take\ndecisions concerning loans, guarantees, investments in equity capital,\nborrowing by the Bank, furnishing of technical assistance, and other\noperations of the Bank;\n(c)\nsubmit the accounts for each financial year to the Board of Governors at\neach annual meeting; and\n(d) approve the budget of the Bank.\nArticle 31. Board of Directors: Procedure\n1.\nThe Board of Directors shall normally function at the principal office of the Bank\nand shall meet as often as the business of the Bank may require.\n2.\nA majority of the directors shall constitute a quorum for any meeting of the Board\nof Directors, provided that such majority represents not less than two-thirds of the total\nvoting power of the members.\n3.\nThe Board of Governors shall adopt regulations under which a member may send a\nrepresentative to attend any meeting of the Board of Directors when a matter particularly\naffecting that member is under consideration.\nArticle 32. Voting\n1.\nEach member shall have 150 votes plus one additional vote for each share of capital\nstock held by it.\n2.\nIn voting in the Board of Governors, each governor shall be entitled to cast the votes\nof the member he represents. Except as otherwise expressly provided in this Agreement,\nall matters before the Board of Governors shall be determined by a majority of the voting\npower of the members represented at the meeting.\n3.\nIn voting in the Board of Directors, each director shall be entitled to cast the number\nof votes of the member or members whose votes counted towards his selection, which\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 25\n\nvotes must be cast as a unit. Except as otherwise expressly provided in this Agreement,\nall matters before the Board of Directors shall be determined by a majority of the voting\npower of the members represented at the meeting.\nArticle 33. The President\n1.\nThe Board of Governors, by a vote of not less than two-thirds of the total number of\nthe governors representing not less than three-fourths of the total voting power of the\nmembers, shall elect a President of the Bank. The President, while holding office, shall\nnot be a governor or a director or an alternate for either.\n2.\nThe term of office of the President shall be for such period not exceeding five (5)\nyears as the Board of Governors may determine. He may be re-elected. He shall,\nhowever, cease to hold office when the Board of Governors so decides by a vote of not\nless than three-fourths of the total voting power of the members.\n3.\nThe President shall be Chairman of the Board of Directors but shall have no right to\nvote, except to vote in case of an equal division. He may participate in meetings of the\nBoard of Governors but shall not vote.\n4.\nThe President shall be chief executive officer of the Bank and shall conduct, under\nthe direction of the Board of Directors, the current business of the Bank. He shall be\nresponsible for the organization, appointment and dismissal of the officers and staff\nsubject to the general control of the Board of Directors.\n5.\nThe President and Vice-president shall be persons possessing extensive experience\nin matters relating to finance and development in the public or private sector.\n6.\nIn appointing the officers and staff, the President shall, subject to the paramount\nimportance of securing the highest standards of efficiency and technical competence, pay\ndue regard to the recruitment of personnel on as equitable a geographical basis as\npossible.\nArticle 34. The Vice-president\n1.\nA Vice-president shall be appointed by the Board of Directors on the\nrecommendation of the President. The Vice-president shall hold office for such term,\nexercise such authority and perform such functions in the administration of the Bank as\nmay be determined by the Board of Directors. In the absence or incapacity of the\nPresident, or while that office is vacant, the Vice-president shall exercise the authority\nand perform the functions of the President.\n2.\nThe Vice-president may participate in meetings of the Board of Directors but shall\nhave no vote at such meetings, except that the Vice-president shall cast the deciding vote\nwhen acting in place of the President.\nArticle 35. International Character of the Bank: Prohibition of Political Activity.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 26\nRevised as at 29th day of April, 1997\nc\n\n1.\nThe Bank shall not accept loans or assistance that may in any way prejudice or\notherwise alter its purpose or functions.\n2.\nThe Bank, its President, Vice-president, officers and staff shall not interfere in the\npolitical affairs of any member nor shall they be influenced in their decisions by the\npolitical character of the member concerned. Only economic considerations relevant to\nthe purpose and functions of the Bank shall be brought to bear upon their decisions. Such\nconsiderations shall be weighed impartially in order to achieve and carry out the purpose\nand functions of the Bank.\n3.\nThe President, Vice-president, officers and staff of the Bank, in the discharge of\ntheir offices, owe their duty entirely to the Bank and to no other authority. Each member\nof the Bank shall respect the international character of this duty and shall refrain from all\nattempts to influence any of them in the discharge of their duties.\nArticle 36. Offices of the Bank\n1.\nThe principal office of the Bank shall be located in Barbados.\n2.\nThe Bank may establish agencies or branch offices elsewhere.\nArticle 37. Channel of Communications: Depositories\n1.\nEach member shall designate an appropriate official entity with which the Bank\nmay communicate in connection with any matter arising under this Agreement.\n2.\nEach member shall designate its central bank, or such other institution as may be\nagreed upon with the Bank, as a depository with which the Bank may keep any of its\nholdings of the currency of that member as well as other assets of the Bank.\nArticle 38. Official Language and Reports\n1.\nThe official language of the Bank shall be English.\n2.\nThe Bank shall transmit to members an Annual Report containing an audited\nstatement of its accounts and shall publish such Report. It shall also transmit quarterly to\nits members a summary statement of its financial position and a profit and loss statement\nshowing the results of its operations.\n3.\nThe Bank may also publish such other reports as it deems desirable in the carrying\nout of its purpose and functions. Such reports shall be transmitted to the members of the\nBank.\n4.\nThe accounts of the Bank shall be audited by external auditors of high international\nstanding selected by the Board of Governors.\nArticle 39. Allocation of Net Income\n1.\nThe Board of Governors shall determine at least annually the disposition of the net\nincome of the Bank arising from its ordinary operations and what portion thereof, if any.\nshall be allocated, after making provisions for reserves or other purposes, to surplus, and\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 27\n\nwhat portion, if any, shall notwithstanding the provisions of Article 12, be allocated to\nany special fund, including the Special Development Fund, or distributed to the members.\n2.\nThe Board of Governors shall determine at least annually the disposition of the net\nincome of the Bank arising from its special operations, subject to any rules or regulations\ngoverning each special fund and any agreement relating thereto.\n3.\nAny distribution of net income under paragraph 1 of this Article shall be made to\neach member in the proportion which the total payments made by that member under\nparagraph 2(a) of Article 7 and the average amount of loans outstanding during the year\nmade out of currency corresponding to its subscription under paragraph 2(b) of Article 7\nbears to the total of such amounts for all members.\n4.\nPayments shall be made in such manner and in such currency as the Board of\nGovernors shall determine.\nCHAPTER VII\n\nWITHDRAWAL AND SUSPENSION OF MEMBERS: TEMPORARY\nSUSPENSION AND TERMINATION OF OPERATIONS OF THE BANK\nArticle 40. Withdrawal\n1.\nAny member may withdraw from the Bank at any time by delivering a notice in\nwriting to the Bank at its principal office.\n2.\nWithdrawal by a member shall become effective, and its membership shall cease, on\nthe date specified in its notice, but in no event less than six (6) months after the date that\nnotice has been received by the Bank. However, at any time before the withdrawal\nbecomes effective, the member may notify the Bank in writing of the cancellation of its\nnotice of intention to withdraw.\n3.\nA member which has given notice of its withdrawal from the Bank shall remain\nliable for all direct and contingent obligations to the Bank to which it was subject at the\ndate of delivery of the withdrawal notice. If the withdrawal becomes effective, the\nmember shall not incur any liability for obligations resulting from operations of the Bank\neffected after the date on which the notice of withdrawal was received by the Bank.\nArticle 41. Suspension of Membership\n1.\nIf a member fails to fulfill any of its obligations to the Bank, the Board of\nGovernors may suspend such member by a vote of not less than two-thirds of the total\nnumber of the governors of other members representing not less than three-fourths of the\ntotal voting power of the other members. The member concerned shall have no vote.\n2.\nThe member so suspended shall automatically cease to be a member of the Bank\none (1) year from the date of its suspension unless the Board of Governors, during that\nperiod, decides by the same majority necessary for suspension to restore the member to\ngood standing.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 28\nRevised as at 29th day of April, 1997\nc\n\n3.\nWhile under suspension, a member shall not be entitled to exercise any rights under\nthis Agreement, except the right of withdrawal, but shall remain subject to all its\nobligations.\nArticle 42. Settlement of Accounts\n1.\nAfter the date on which a State or Territory ceases to be a member, that former\nmember shall remain liable for its direct obligations to the Bank and for its contingent\nliabilities to the Bank so long as any part of the loans or guarantees contracted before it\nceased to be a member is outstanding; but it shall not incur liabilities with respect to loans\nand guarantees entered thereafter by the Bank nor share either in the income or the\nexpenses of the Bank.\n2.\nAt the time a State or Territory ceases to be a member, the Bank shall arrange for\nthe repurchase of such member\u2019s shares by the Bank as a part of the settlement of\naccounts with such member in accordance with the provisions of paragraphs 3 and 4 of\nthis Article. For this purpose, the repurchase price of the shares shall be the value shown\nby the books of the Bank on the date of cessation of membership.\n3.\nThe repayment for shares repurchased by the Bank under this Article shall be\ngoverned by the following conditions:\n(a)\nAny amount due to the member concerned for its shares shall be withheld\nso long as that member, its central bank or any of its political subdivisions or agencies remains liable, as borrower or guarantor, to the\nBank as such amount may, at the option of the Bank, be applied on any\nsuch liability as it matures. No amount shall be withheld on account of\nthe contingent liability of the member for future calls on its subscription\nfor shares in accordance with paragraph 6 of Article 7. In any event no\namount due to a member for its shares shall be paid until six (6) months\nafter the date on which its membership ceases.\n(b) Payments for shares may be made from time to time, upon their surrender\nby the former member concerned, to the extent by which the amount due\nto the repurchase price in accordance with paragraph 2 of this Article\nexceeds the aggregate amount of liabilities on loans and guarantees\nreferred to in sub-paragraph (a) of this paragraph, until the former\nmember has received the full repurchase price.\n(c)\nPayments shall be made in such available currencies as the Bank\ndetermines, taking into account its financial position.\n(d) If losses are sustained by the Bank on any guarantees or loans which\nwere outstanding on the date of cessation of membership and the amount\nof such losses exceeds the amount of the reserve provided against losses\non that date, the former member concerned shall repay, upon demand, the\namount by which the repurchase price of its shares would have been\nreduced if the losses had been taken into account when the repurchase\nprice was determined. In addition, the former member shall remain liable\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 29\n\non any call for unpaid subscriptions in accordance with paragraph 6 of\nArticle 7, to the same extent that it would have been required to respond\nif the impairment of capital had occurred and the call had been made at\nthe time the repurchase price of its shares was determined.\n4.\nIf the Bank terminates its operations pursuant to Article 44 within six (6) months of\nthe date upon which the membership of any member ceases, all rights of the member\nconcerned shall be determined in accordance with the provisions of Articles 44 to 46.\nThat member shall be considered as still a member for purposes of such Articles but shall\nhave no voting rights.\nArticle 43. Temporary Suspension of Operations\nIn an emergency the Board of Directors may temporarily suspend operations in respect of\nnew loans and guarantees, pending an opportunity for further consideration and action by\nthe Board of Governors.\nArticle 44. Termination of Operations\n1.\nThe Bank may terminate its operations by resolution of the Board of Governors\napproved by a vote of not less than two-thirds of the total number of governors\nrepresenting not less than three-fourths of the total voting power of the members.\n2.\nAfter such termination, the Bank shall forthwith cease all activities except those\nincident to the orderly realization, conservation and preservation of its assets and\nsettlement of its obligations.\nArticle 45. Liability of Members and Payment of Claims\n1.\nIn the event of termination of the operations of the Bank, the liability of all\nmembers for uncalled subscriptions to the capital stock of the Bank and in respect of the\ndepreciation of their currencies shall continue until all claims of creditors, including all\ncontingent claims, shall have been discharged.\n2.\nAll creditors holding direct claims shall first be paid out of the assets of the Bank\nand then out of payments to the Bank on unpaid or callable subscriptions. Before making\nany payments to creditors holding direct claims, the Board of Directors shall make such\narrangements as are necessary, in its judgment, to ensure a pro rata distribution among\nholders of direct and contingent claims.\nArticle 46. Distribution of Assets\n1.\nNo distribution of assets shall be made to members on account of their subscriptions\nto the capital stock of the bank until all liabilities to creditors shall have been discharged\nor provided for. Moreover, such distribution must be approved by the Board of\nGovernors by a vote of not less than two-thirds of the total number of governors\nrepresenting not less than three-quarters of the total voting power of the members.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 30\nRevised as at 29th day of April, 1997\nc\n\n2.\nAny distribution of the assets of the Bank to the members shall be in proportion to\nthe capital stock held by each member and shall be effected at such times and under such\nconditions as the Bank shall deem fair and equitable. The shares of assets distributed\nneed not be uniform as to type of assets. No member shall be entitled to receive its share\nin such a distribution of assets until it has settled all its obligations to the Bank.\n3.\nBefore any distribution of assets is made the Board of Directors shall value the\nassets to be distributed as at the date of distribution and then proceed to distribute in the\nfollowing manner-\n(i)\nThere shall be paid to each member in its own obligations or those of its\nofficial agencies or legal entities within its territories, insofar as they are\navailable for distribution, an amount equivalent in value to its\nproportionate share of the total amount to be distributed.\n(ii) Any balance due to a member after payment has been made under (i)\nabove shall be paid, in its own currency, insofar as it is held by the Bank,\nup to an amount equivalent in value to such balance.\n(iii) Any balance due to a member after payment has been made under (i) and\n(ii) above shall be paid in gold or currency acceptable to the member,\ninsofar as they are held by the Bank, up to an amount equivalent in value\nto such balance.\n(iv) Any remaining balance due to a member after payment has been made\nunder (i), (ii) and (iii) shall be satisfied out of the remaining assets held\nby the Bank.\n4.\nAny member receiving assets distributed pursuant to this Article shall enjoy the\nsame rights with respect to such assets as the Bank enjoyed before their distribution.\nCHAPTER VIII\nSTATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES\nArticle 47. Purpose of Chapter\nTo enable the Bank effectively to fulfill its purpose and carry out the functions entrusted\nto it, the statutes, immunities, exemptions and privileges set forth in this Chapter shall be\naccorded to the Bank in the territory of each member.\nArticle 48. Legal Status\n1.\nThe Bank shall possess full juridical personality and, in particular, full capacity:\n(a)\nto contract;\n(b) to acquire, and dispose of, immovable and movable property; and\n(c)\nto institute legal proceedings.\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 31\n\n2.\nThe Bank may enter into agreements with members, non-member States and other\ninternational organizations.\nArticle 49. Legal Process\n1.\nThe Bank shall enjoy immunity from every form of legal process, except in cases\narising out of or in connexion with the exercise of its powers to borrow money, to\nguarantee obligations, or to buy and sell or underwrite the sale of securities, in which\ncases actions may be brought against the Bank in a court of competent jurisdiction in the\nterritory of a member in which the Bank has its principal or a branch office, or in the\nterritory of a member or non-member State where it has appointed an agent for the\npurpose of accepting service or notice of process, or has issued or guaranteed securities.\n2.\nNotwithstanding the provisions of paragraph 1 of this Article, no action shall be\nbrought against the Bank by any member, or by any agency of a member, or by any entity\nor person directly or indirectly acting for or deriving claims from a member. Members\nshall have recourse to such special procedures for the settlement of disputes between the\nBank and its members as may be provided for in this Agreement, in by-laws and\nregulations of the Bank, or in contracts entered into with the Bank.\n3.\nThe Bank shall also make provision for appropriate modes of settlement of disputes\nin cases which do not come within the provisions of paragraph 2 of this Article and which\nare subject to the immunity of the Bank by virtue of paragraph 1 of this Article.\n4.\nThe Bank and its property and assets, wheresoever located and by whomsoever\nheld, shall be immune from all forms of seizure, attachment or execution before the\ndelivery of final judgment against the Bank.\nArticle 50. Immunity of Assets\nProperty and assets of the Bank, wheresoever located and by whomsoever held, shall be\nimmune from search, requisition, confiscation, expropriation or any other form of taking\nor foreclosure by executive or legislative action.\nArticle 51. Immunity of Archives\nThe archives of the Bank and, in general, all documents, belonging to it, or held by it,\nshall be inviolable, wherever located.\nArticle 52. Freedom of Assets from Restrictions\nTo the extent necessary to carry out the purpose and functions of the Bank effectively and\nsubject to the provisions of this Agreement, the Bank-\n(a)\nmay hold assets of any kind and operate accounts in any currency; and\n(b) shall be free to transfer its assets from one country to another or within\nany country and to convert any currency held by it into any other\ncurrency,\nwithout being restricted by financial controls, regulations or moratoria of any kind.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 32\nRevised as at 29th day of April, 1997\nc\n\nArticle 53. Privilege for Communications\nOfficial communications of the Bank shall be accorded by each member treatment not\nless favourable than that it accords to the official communications of any other member.\nArticle 54. Immunities and Privileges of Bank Personnel\nAll governors, directors, alternates, officials and employees of, and experts performing\nmissions for, the Bank:\n(a)\nshall be immune from legal process with respect to acts performed by\nthem in their official capacity;\n(b) where they are local citizens or nationals, shall be accorded such\nimmunities from immigration restrictions, alien registration requirements\nand national service obligations, and such facilities as regards exchange\nregulations, as are not less favourable than those accorded by the member\nconcerned to the representatives, officials and employees of comparable\nrank of any other member;\n(c)\nshall be given such repatriation facilities in time of international crisis as\nare not less favourable than those accorded by the member concerned to\nthe representatives, officials and employees of comparable rank of any\nother member.\nArticle 55. Exemption from Taxation\n1.\nThe Bank, its assets, property, income and its operations and transactions, shall be\nexempt from all direct taxation and from all custom duties on goods imported for its\nofficial use.\n2.\nNotwithstanding the provisions of paragraph 1 of this Article, the Bank will not\nclaim exemption from taxes which are no more than charges for public utility services.\n3.\nThe Bank will not normally claim exemption from excise duties, and from taxes on\nthe sale of movable and immovable property, which form part of the price to be paid.\nNevertheless, when the Bank is making important purchases for official use of property\non which such duties and taxes have been charged or are chargeable, members will,\nwhenever possible, make appropriate administrative arrangements for the remission or\nreturn of the amount of duty or tax.\n4.\nArticles imported under an exemption from customs duties as provided by\nparagraph 1 of this Article, or in respect of which a remission or return of duty or tax has\nbeen made under paragraph 3, shall not be sold in the territory of the member which\ngranted the exemption, remission or return except under conditions agreed with that\nmember.\n5.\nNo tax shall be levied on or in respect of salaries and emoluments paid by the Bank\nto directors, alternates, officers or employees of the Bank, including experts performing\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 33\n\nmissions for the Bank, but members reserve the right to tax their own citizens or nationals\nor persons permanently resident in the territories of such members.\n6.\nNo tax of any kind shall be levied on any obligation or security issued by the Bank,\nincluding any dividend or interest thereon, by whomsoever held-\n(a)\nwhich discriminates against such obligation or security solely because it\nis issued by the Bank; or\n(b) if the sole jurisdictional basis for such taxation is the place or the\ncurrency in which it is issued, made payable or paid, or the location of\nany office or place of business maintained by the Bank.\n7.\nNo tax of any kind shall be levied on any obligation or security guaranteed by the\nBank, including any dividend or interest thereon, by whomsoever held-\n(a)\nwhich discriminates against such obligation or security solely because it\nis guaranteed by the Bank; or\n(b) if the sole jurisdictional basis for such taxation is the location of any\noffice or place of business maintained by the Bank.\nArticle 56. Implementation\nEach member shall promptly inform the Bank of the action which it has taken to make\neffective the provisions of this Chapter in its territory.\nArticle 57. Waiver of Immunities, Exemptions and Privileges\nThe immunities, exemptions and privileges provided in this Chapter are granted in the\ninterests of the Bank. The Board of Directors may waive to such extent and upon such\nconditions as it may determine, the immunities, exemptions and privileges provided in\nthis Chapter in cases where such action would, in its opinion, be appropriate in the best\ninterests of the Bank. The President shall have the right and the duty to waive any\nimmunity, exemption or privilege in respect of any officer or employee of, or any expert\nperforming a mission for, the Bank where, in his opinion, the immunity, exemption or\nprivilege would impede the course of justice and can be waived without prejudice to the\ninterests of the Bank. In similar circumstances and under the same conditions, the Board\nof Directors shall have the right and duty to waive any immunity, exemption or privilege\nrespecting the President and Vice-president.\nCHAPTER IX.\n\nAMENDMENTS, INTERPRETATION, ARBITRATION\nArticle 58. Amendments\n1.\nThis Agreement may be amended only by a resolution of the Board of Governors\nadopted by a vote of not less than two-thirds of the total number of governors\nrepresenting not less than three-fourths of the total voting power of the members.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 34\nRevised as at 29th day of April, 1997\nc\n\n2.\nNotwithstanding the provisions of paragraph 1 of this Article, the unanimous\nagreement of the Board of Governors shall be required for the adoption of any\namendment modifying:\n(a)\nthe right to withdraw from the Bank;\n(b) the limitations on liability provided in paragraphs 7 and 8 of Article 6;\nand\n(c)\nthe rights pertaining to the subscriptions of capital stock provided in\nparagraph 3 of Article 6.\n3.\nAny proposal to amend this Agreement, whether emanating from a member or from\nthe Board of Directors, shall be communicated to the Chairman of the Board of\nGovernors, who shall communicate the proposal to each member and then bring it before\nthe Board of Governors. When an amendment has been adopted, the Bank shall certify it\nin a formal communication addressed to all members. Amendments shall enter into force\nfor all members three (3) months after the date of the formal communication unless the\nBoard of Governors specifies therein a different period.\n4.\nThe foregoing provisions of this Article shall be subject to the terms of the Protocol\nannexed hereto which shall have effect only for the purposes and during the meeting\nspecified therein.\nArticle 59. Interpretation and Application\n1.\nAny question of interpretation or application of the provisions of this Agreement not\notherwise expressly provided for shall be submitted to the Board of Directors for\ndecision. A member particularly affected by the question under consideration shall have\nthe right to make direct representation to the Board of Directors at the meeting of the\nBoard at which the question is considered. Such right shall be regulated by the Board of\nGovernors.\n2.\nIn any case where the Board of Directors has given a decision under paragraph 1 of\nthis Article, any member may require that the question be referred to the Board of\nGovernors, whose decision shall be final. Pending the decision of the Board of Governors\nthe Bank may, so far as it deems it necessary, act on the basis of the decision of the Board\nof Directors.\nArticle 60. Arbitration\nIf a dispute should arise between the Bank and a State or Territory which ceases to be a\nmember, or between the Bank and any member after adoption of a resolution to terminate\nthe operations of the Bank, such dispute shall be submitted to arbitration by a tribunal of\nthree arbitrators. Each Party shall appoint one arbitrator, and the two arbitrators so\nappointed shall appoint the third, who shall be the Chairman. If within thirty days of the\nrequest for arbitration either party has not appointed an arbitrator or if within fifteen days\nof the appointment of two arbitrators the third arbitrator has not been appointed, either\nparty may request the President of the International Court of Justice, or such other\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 35\n\nauthority as may have been prescribed by regulations adopted by the Board of Governors,\nto appoint an arbitrator. The procedure of the arbitration shall be fixed by the arbitrators.\nHowever, the third arbitrator shall be empowered to settle all questions of procedure in\nany case of disagreement with respect thereto. A majority vote of the arbitrators shall be\nsufficient to reach a decision which shall be final and binding upon the parties.\nArticle 61. Approval Deemed Given\nWhen the approval of any member is required before any act may be done by the Bank,\napproval shall be deemed to have been given unless the member presents an objection\nwithin such reasonable period as the Bank may fix when notifying the member of the\nproposed act.\nCHAPTER X.\nFINAL PROVISIONS\n\nArticle 62. Signature and Deposit\n1.\nThis Agreement shall be deposited with the Secretary-General of the United Nations\n(hereinafter called the \u201cDepository\u201d) and shall remain open until 14 November 1969 for\nsignature by the Governments listed in Annex A to this Agreement.\n2.\nIn the case of Territories in the region which are not fully responsible for the\nconduct of their international relations and where the Government of the State\nresponsible for the conduct of the international relations of the Territory does not sign,\nratify, or accede to this Agreement on its behalf, such Territory shall at the time of\nsigning or acceding to this Agreement in pursuance of Article 63 present an instrument\nissued by the Government of the State responsible for the conduct of the international\nrelations of that Territory confirming that the latter has authority to conclude this\nAgreement and to assume rights and obligations under it.\n3.\nThe Depository shall transmit certified copies of this Agreement to all the\nsignatories and other States and Territories which become members of the Bank.\nArticle 63. Ratification, Acceptance, Accession and Acquisition of Membership\n1.              (a)     This Agreement shall be subject to ratification or acceptance by the\nsignatories. Instruments of ratification or acceptances shall be deposited\nby the signatories with the Depository before 30 April 1970. The\nDepository shall notify the other signatories of each deposit and the date\nthereof.\n(b) A signatory whose instrument of ratification or acceptance is deposited\non or before the date on which this agreement enters into force, shall\nbecome a member of the Bank on that date, and a signatory whose\ninstrument of ratification or acceptance is deposited after that date, but\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 36\nRevised as at 29th day of April, 1997\nc\n\nbefore 30 April 1970, shall become a member on the date of deposit of its\ninstrument of ratification or acceptance.\n2.\nAfter 30 April 1970 a State or Territory may become a member of the Bank by\naccession to this Agreement on such terms as the Board of Governors shall determine in\naccordance with paragraph 3 of Article 3. Any such State or Territory shall deposit, on or\nbefore a date appointed by the Board, an instrument of accession with the Depository\nwho shall notify such deposit and the date thereof to the Bank and to the parties to this\nAgreement. Upon such deposit, the State or Territory shall become a member of the Bank\non the appointed date in accordance with that paragraph.\n3.\nA member may, when depositing its instrument of ratification or acceptance, declare\nthat in its territory the immunity conferred by paragraph 1 of Article 49 and subparagraph (a) of Article 54 shall not apply in relation to a civil action arising out of an\naccident caused by a motor vehicle belonging to the Bank or operated on its behalf or to a\ntraffic offence committed by the driver of such a vehicle.\nThe member may also declare that the privilege conferred by Article 53 shall be restricted\nin its territory to treatment not less favourable than the member accords to international\nfinancial institutions of which it is a member, and that the exemption referred to in\nparagraph 6 (b) of Article 55 shall be extended to any bearer instrument issued by the\nBank in its territory or issued elsewhere by the Bank and transferred in its territory.\nArticle 64. Entry into Force\nThis Agreement shall enter into force upon the deposit of instruments of ratification or\nacceptance by eight (8) signatories, including at least one non-regional State, whose\ninitial subscriptions, as set forth in Annex A to this Agreement, in aggregate comprise not\nless than sixty (60) per cent of the authorized capital stock of the Bank provided that 1st\nDecember 1969 shall be the earliest date on which this Agreement may enter into force.\nArticle 65. Inaugural Meeting\nAs soon as this Agreement enters into force, each member shall appoint a governor, and\nthe Secretary-General of the Commonwealth Caribbean Regional Secretariat shall call the\ninaugural meeting of the Board of Governors.\nIN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized\nthereto by their respective Governments, have signed the present Agreement.\nDONE AT Kingston, Jamaica, this eighteenth day of October, one thousand nine hundred\nand sixty-nine.\nFor Antigua\nV.C. Bird\nFor Bahamas\nCarlton E. Francis\nFor Barbados\nErrol W. Barrow\nFor British Honduras\n A.A. Hunter\nFor British Virgin Islands\nIvan Dawson\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 37\n\nFor Canada\nPaul Martin\nFor Cayman Islands\nD.V. Watler\nFor Dominica\nE.O. LeBlanc\nFor Grenada\nGeo. F. Hosten\nFor Guyana\nP.A. Reid\nFor Jamaica\nE. Seaga\nFor Montserrat\nW.H. Bramble\nFor St. Kitt-Nevis-Anguilla\nRobt. L. Bradshaw\nFor St. Lucia\nJ.C. Compton\nFor St. Vincent\nHudson K. Tannis\nFor Trinidad & Tobago\nKamaluddin Mohammed\nFor Turks and Caicos Islands\nR.E. Wainwright\nFor United Kingdom\nGeorge Thompson\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 38\nRevised as at 29th day of April, 1997\nc\n\nANNEX A\nStates and Territories which may become Members in accordance with paragraph 2 of\nArticle 3, and their initial subscriptions to the Authorized Capital Stock.\n(Article 6, Paragraph 1)\nCATEGORY A\nRegional States and Territories.\nNo. of Shares\n1.\nJamaica\n2,240\n2.\nTrinidad and Tobago\n1,540\n3.\nBahamas\n660\n4.\nGuyana\n480\n5.\nBarbados\n280\n6.\nAntigua\n100\n7.\nBritish Honduras\n100\n8.\nDominica\n100\n9.\nGrenada\n100\nl0.    St. Kitts-Nevis-Anguilla\n100\n11. St. Lucia\n100\n12. St. Vincent\n100\n13. Montserrat\n25\n14. British Virgin Islands\n25\n15. Cayman Islands\n25\n16. Turks and Caicos Islands\n25\n\nSub-Total\n6,000\n\nCATEGORY B\n\nNon-Regional States.\n\nNo. of Shares\n\n1.\nCanada\n2,000\n2.\nUnited Kingdom\n2,000\n\nSub-Total\n4,000\n\nGrand Total\n10,000\n\nCaribbean Development Bank Law (1997 Revision)\nSCHEDULE\n\nc\nRevised as at 29th day of April, 1997\nPage 39\n\nANNEX B\n\nSELECTION OF DIRECTORS\nPart I-Principles for the Selection of Directors Representing Regional Members.\nOf the five (5) directors to be selected pursuant to paragraph 1(a)(i) of Article 29:\n(a)\none (1) director shall be selected by each of the governors representing\nthe two (2) regional members having the largest number of shares of the\ncapital stock of the Bank;\n(b) three (3) shall be selected by the Governors representing the other\nregional members.\nPart II-Selection of Directors Pending Adoption of the Rules of Procedure.\n1.\nRegional Members:\n(a)\none (1) director shall be selected by the governor representing Jamaica;\n(b) one (1) director shall be selected by the governor representing Trinidad\nand Tobago;\n(c)\none (1) director shall be selected jointly by the governors representing\nGuyana and Barbados\n(d) one (1) director shall be selected jointly by the governors representing\nBahamas and British Honduras; and\n(e)\none (1) director shall be selected jointly by the governors representing-\nAntigua\nMontserrat\nBritish Virgin Islands\nSt. Kitts-Nevis-Anguilla\nCayman Islands\nSt. Lucia\nDominica\nSt. Vincent\nGrenada\nTurks and Caicos Islands\n2.\nNon-regional Members:\n(a)\none (1) director shall be selected by the governor representing Canada;\nand\n(b) one (1) director shall be selected by the governor representing the United\nKingdom.\n\nSCHEDULE\nCaribbean Development Bank Law\n\nPage 40\nRevised as at 29th day of April, 1997\nc\n\nPROTOCOL\nProtocol to Provide for Procedure for Amendment of Article 36 of the Agreement\nEstablishing the Caribbean Development Bank at the Inaugural Meeting of the Board of\nGovernors.\nThe States and Territories parties to the Agreement establishing the Caribbean\nDevelopment Bank (hereinafter referred to as \u201cthe Agreement\u201d) hereby agree that\nnotwithstanding the provisions of Article 58 of the Agreement, paragraph 1 of Article 36\nof the Agreement may be amended at the inaugural meeting of the Board of Governors of\nthe Caribbean Development Bank by a Resolution (on a motion which shall not be\nsubject to amendment and moved by the Governor for Jamaica) approved by the vote of a\nsimple majority of the Governors present and voting thereon representing more than onehalf of the voting powers of the Governors present and voting thereon.\n\nPublication in revised form authorised by the Governor in Council\nthis 29th day of April, 1997.\nCarmena H. Parsons\nClerk of Executive Council","akn_extracted_at":"2026-06-22 15:30:55.556917+00","cms_id":"1970-0006","law_type":"principal","year":"1970","number":"6","title":"Caribbean Development Bank Act","status":"in_force"},"provenance":{"files":[{"file_id":"4821","expr_id":"21","kind":"akn_xml","filename":"1970-0006_1997 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.akn.xml","content_md5":"6d307d420a61d5e3d57c21a4142fe478","byte_size":"90374","http_last_modified":null,"fetched_at":"2026-06-22 15:30:55.834631+00"},{"file_id":"41","expr_id":"21","kind":"pristine_pdf","filename":"1970-0006_1997 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.pdf","content_md5":"6330428411e3fa0df623f86f17b59977","byte_size":"522963","http_last_modified":null,"fetched_at":"2026-06-21 23:09:34.546136+00"},{"file_id":"42","expr_id":"21","kind":"working_pdf","filename":"1970-0006_1997 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/1970\/1970-0006\/1970-0006_1997 Revision.pdf","content_md5":"6330428411e3fa0df623f86f17b59977","byte_size":"522963","http_last_modified":null,"fetched_at":"2026-06-21 23:09:34.546136+00"}],"paragraph_count":8,"latest_history":null},"quality":{"expr_id":"21","doc_id":"21","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{truncated_text,other}","repair_actions":"{collapse_duplicate_text,manual_review,reextract_full_text,strip_page_furniture}","finding_severity_counts":"{\"low\": 1, \"medium\": 1}","finding_summary":"Sample appears mostly complete but shows abrupt truncation of the Schedule and stray OCR artifacts; human review recommended to confirm full content extraction.","assessed_at":"2026-06-22 15:29:44.908963+00","updated_at":"2026-06-22 15:29:44.908963+00"}}