Revised Laws of Saint Lucia (2023)

PART II
ESTABLISHMENT, PURPOSES AND MANAGEMENT OF THE BANK

Article 3 : Establishment of Bank

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   (1)   There is hereby established a bank to be known as the Eastern Caribbean Home Mortgage Bank which shall be a body corporate having perpetual succession. The Bank may sue and be sued in its corporate name.

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   (2)   The establishment of the Bank shall take effect in accordance with the provision of article 40 of this Agreement.

Article 4: Purposes of the Bank

The purposes of the Bank are—

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   (a)     to develop and maintain a secondary market for residential mortgages in the member territories;

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   (b)     to contribute to the mobilisation and allocation of long-term savings for investment in housing;

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   (c)     to support the development of a system of housing finance and provide leadership in the housing and home finance industry;

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   (d)     to promote the growth and development of the money and capital market;

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   (e)     to improve underwriting practices and efficiency in processing mortgages and to promote services and benefits related to such mortgages.

Article 5: Powers of the Bank

For the attainment of its purposes the Bank may—

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   (a)     borrow money and mortgage or charge its undertaking, property or unpaid capital or any part thereof and issue bonds, debentures, debenture stock and other securities, mortgage participation certificates or other pass through securities or any derivatives thereof, whether as security for any debt, liability or obligation of the Bank or of any third party or otherwise;

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   (b)     buy and sell mortgage loans on residential properties;

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   (c)     appoint other institutions as its trustees on such terms and conditions as it may deem fit;

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   (d)     secure the fulfilment of any contracts or engagements entered into by it, by mortgage or charge of all or any of its property or its unpaid capital for the time being in such a manner as it may deem fit;

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   (e)     approve on the part of any shareholder on such terms and conditions as are agreed a transfer of all or any part of its shares but always subject to the provisions of this Agreement;

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   (f)     institute, conduct, defend, compound or abandon any legal proceedings by or against it or its officers or otherwise concerning its affairs and also compound or allow time for payment or satisfaction of any debts due and of any claims or demands by or against it;

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   (g)     make and give receipts, releases and other discharges for moneys payable to it and for claims made against it;

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   (h)     invest any part of its moneys in securities (other than shares of the Bank), negotiate contracts and do such acts in the name and on behalf of the Bank as it may consider expedient for or in relation to any of its purposes;

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   (i)     appoint persons to be its attorneys or agents with such powers, including power to delegate and to appear before all proper authorities and make all necessary declarations, to enable its operations and business to be validly carried on;

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   (j)     do all such other things as are incidental to the attainment of its purposes.

Article 6: Place of office and establishment of branches

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   (1)   The Bank shall have its principal office in one of the member territories as the Council may by majority vote determine.

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   (2)   The Bank may establish branches or agencies and may appoint agents and correspondents in any member territory and elsewhere.

Article 7: Address and service of documents

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   (1)   The Bank shall at all times have a fixed address for the service of documents on the Bank in one of the member territories and that address and the address of branches or agencies of the Bank shall be registered with the Registrar of Companies in that member territory.

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   (2)   All documents to be served on the Bank may be served by leaving the same at or by sending the same by registered post to the address of the Bank registered under paragraph (1).

Article 8: Protection of persons dealing with directors and agents

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   (1)   A person who deals with the directors or the General Manager of the Bank shall not be affected by any irregularity of procedure in connection with the authorisation of the transaction by a general meeting or other meeting of shareholders of the Bank, or by the directors or any committee of directors, or by the non-fulfilment of any condition imposed by this Agreement in connection with the transaction.

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   (2)   A person who deals with another person who is held out by the directors as having authority to act on the Bank's behalf in connection with any transaction may treat the Bank as bound by the acts of that other person done within his apparent authority even though he has not been authorised by the Bank to do those acts on its behalf so long as that person has no knowledge whether actual or constructive, that that other person has not been so authorised by the Bank.

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   (3)   This article does not entitle any person to recover a debt from the Bank or to enforce an obligation or liability against it or to treat any obligation as binding on it, if in connection with the same matter that person is guilty of a fraud upon the Bank or has participated or acquiesced in a fraud committed on the Bank.

Article 9: Custody and use of common Seal

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   (1)   Subject to article 10 the Bank shall have a common Seal.

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   (2)   The directors shall provide for the safe custody of the common Seal of the Bank.

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   (3)   The common seal of the Bank shall be affixed to instruments pursuant to a resolution of the Board and by and in the presence of—

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      (a)     the Chairman or, in his absence the Deputy Chairman; and

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      (b)     one other director or the Secretary.

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   (4)   Subject to article 10, all documents made by the Bank other than those required by law to be under Seal and all decisions of the Bank may be signified under the hand of the Chairman, the Deputy Chairman or the Secretary.

Article 10: Official Seal

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   (1)   The Bank shall have an official seal, which shall be a facsimile of its common Seal, for use in any member territory other than where the principal office of the Bank is situated, with the addition on its face of the name of every member territory where it is to be used.

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   (2)   The official seal when duly affixed to a document has the same effect as the common Seal of the Bank.

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   (3)   The Bank may by writing under its common seal, authorise any person appointed for the purpose in a member territory to affix the official seal to any deed or other document to which the Bank is a party in that member territory.

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   (4)   The person affixing the official seal shall certify in writing the date on which and the place at which it is affixed.

Article 11: Management of the Bank

The business of the Bank shall be managed and the functions of the Bank shall be performed by the Board.

Article 12: Appointment of General Manager

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   (1)   The Board may from time to time appoint a General Manager of the Bank at such remuneration and on such terms and conditions as the Board may determine.

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   (2)   The General Manager shall be the Chief Executive Officer of the Bank and shall be responsible to the Board for—

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      (a)     the day to day administration of the affairs of the Bank; and

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      (b)     the provision of technical advice and guidance in matters of policy.