Ex CDB Staff Association

Rules of the EX-CDB STAFF ASSOCIATION (as amended on May 19, 2011)

NAME

1. The name of the association is The EX-CDB STAFF Association (“the Association”).

OBJECTS

2. The objects of the Association are to:

(a) promote and provide for the benefit of the former employees of the Caribbean Development Bank (“the Bank”), individuals formerly engaged by the Bank as consultants who were required to carry out duties in similar manner as employees of the Bank and persons who were both formerly employees of the Bank and such consultants (“the Former Employees/Consultants”) facilities for healthy living, and social and retirement pursuits and generally to foster a spirit of good fellowship amongst the Former Employees/Consultants;

(b) promote and provide assistance for the prudential management by the Former Employees/Consultants of their financial resources;

(c) foster links with, support and co-operate with other persons and organizations with similar aims; and

(d) do all other things which seem to be incidental or conducive to the attainment of the above aims.

MEMBERS

3.1 Every Former Employee /Consultant who was employed and/or engaged by the Bank for at least ten (10) years (and no other person) is eligible to be nominated for membership of the Association and at the request of such person, shall be so nominated by the Secretary of the Association (“the Secretary”) as soon as the Secretary receives confirmation from the Bank that he or she was employed and/or engaged by the Bank for the said period or is notified by the Bank of the resignation or retirement from the Bank of any such person or the termination of his or her services with the Bank .

3.2 The names and addresses of all persons nominated for membership shall be sent to

all members of the Association not less than ten(10) days before their names are proposed for election to membership.

3.3 Every person nominated for membership shall become a member of the Association (a “Member”) if he or she is elected as such by the committee referred to below (“the Committee”) and pays his or her subscription to the Association. The Committee may refuse to admit any person as a Member without giving reasons for doing so.

3.4 The Secretary shall keep a register of Members and enter in it the names and

address of all persons who become Members.

3.5 A member shall cease to be a Member if:

(a) he or she gives to the Secretary written notice of resignation of his or her membership;

(b) he or she fails to pay any subscription within one (1) month after the due date of payment of such subscription; or

(c) the Member having committed some act or been guilty of behaviour inconsistent with membership of the Association and the Committee resolves by a majority of three quarters to remove him or her from membership;

SUBSCRIPTIONS

4.1 The subscription to the Association shall be a one-time amount of Bds$100.00 and shall be payable in advance.

OFFICERS

5.1 The honorary officers of the Association shall be a President, who shall be the Chairman of the Committee, a Treasurer, a Secretary and an Assistant Secretary/Treasurer. The annual general meeting of the Association shall have power to create other honorary officers as it thinks necessary.

5.2 The Auditor and the Trustees are not officers of the Association. The Auditor must

not be a Member. The Trustees may but need not be Members. All of the officers must be Members.

5.3 Any officer may retire by giving one (1) week’s prior notice to the Secretary, and all officers retire at the end of each annual general meeting, but shall be eligible for re-election at that meeting.

THE COMMITTEE

6.1 The Committee shall consist of the officers and not fewer than three (3) and not more than seven (7) other Members.

6.2 No person shall be appointed a member of the Committee or an officer at any general meeting unless not more than seven (7) clear days before the date appointed for the meeting, a notice has been given to the Association of the intention to propose that person for appointment signed by a Member and that person.

6.3 Any casual vacancy on the Committee or of any office arising between annual general meetings may be filled by the Committee.

6.4 Any member of the Committee may retire by giving one (1) week’s prior notice to the Secretary, and all members of the Committee shall retire at the end of each annual general meeting, but shall be eligible for re-election at that meeting.

6.5 Any person who fails to attend three (3) consecutive meetings of the Committee without giving a reason acceptable to the Committee shall cease automatically to be a member of the Committee.

6.6 The Committee shall manage all of the affairs of the Association and shall have power to do everything necessary for that purpose.

6.7 The quorum of the Committee shall be five (5).

6.8 Committee meetings shall be held not less than once in every alternate month.

6.9 Not less than three (3) days’ written or oral notice shall be given by the Secretary to members of the Committee of every regular meeting, but in an emergency at the discretion of the President and the Secretary, additional meetings may be called on not less than twenty-four (24) hours’ notice.

6.10 Decisions of any meeting of the Committee shall be made by a simple majority of the members of the Committee present at that meeting and in event of equality of voting the Chairman of that meeting shall have a casting vote.

ANNUAL GENERAL MEETING

7.1 An annual general meeting of the Association shall be held in February in every year.

7.2 The business of the annual general meeting shall be to:

(a) receive the President’s report of the activities of the Association

during the preceding year;

(b) receive and consider the accounts of the Association for the preceding year and the Auditor’s report on the accounts and the Treasurer’s report on the financial position of the Association;

(c) elect officers and other members of the Committee; and

(d) remove and elect the Auditor and the Trustees or to confirm that they remain

in office.

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EXTRAORDINARY GENERAL MEETING

8.1 An extraordinary general meeting of the Association may be convened at any time upon either a resolution of the Committee or a requisition setting out the resolution or resolutions to be proposed at it. The requisition must be signed by whichever is less of twenty (20) Members and not less than one-tenth of the Members and served on the Secretary by personal delivery or recorded delivery post. If the Secretary does not give notice of the meeting pursuant to the requisition on or before the expiry of fourteen (14) days from service of the requisition, the requisitionists or any one or more of them on behalf of the others may give notice of the meeting.

8.2 The Committee may, instead of convening a general meeting, arrange for a postal ballot of the Members on any matter which is not reserved to the annual general meeting. The ballot papers must set out the resolution to be proposed with the names of the proposer and seconder and must include a voting paper and a pre-paid addressed envelope for its return to the officer of the Association charged with responsibility for administering the ballot. There must be not less than fourteen (14) days between the posting of the ballot papers to the Members and the date for the return of the voting papers. The vote shall be taken on the day after the day specified for the return of the voting papers.

8.3 The business which may be conducted at an extraordinary general meeting may be any one or more of:

(a) removing all or any of the officers, other members of the Committee, the Trustees and the Auditor of the Association and filling the vacancies caused by such removal;

(b) appointing persons to fill any other vacancy in any office or the Committee;

(c) considering and if thought fit, making a decision on any matter which the

Committee by resolution refers to a general meeting;

(d) altering these Rules; or

(e) dissolving the Association.

PROCEEDINGS AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS

9.1 Not less than fourteen (14) days’ prior notice in writing setting out the resolutions

to be proposed at the meeting shall be sent to every Member at his or her last

known address.

9.2 Resolutions at annual general meetings shall be passed by a simple majority

of the votes entitled to be cast by the members present at the meeting.

9.3 Resolutions at extraordinary general meetings shall be passed by a majority

of three-quarters(3/4) of the votes entitled to be cast by Members present at the meeting.

9.4 Resolutions on a ballot shall be passed by a majority of three-quarters (3/4)

of the votes entitled to be cast by all the Members.

9.5 Each Member shall have one (1) vote on every resolution.

9.6 In the event of equality in voting at an annual general meeting the Chairman

(or acting Chairman at that meeting) shall have a second or casting vote, but there shall be no second or casting vote on any resolution at an extraordinary

general meeting.

9.7 Except as otherwise provided in these Rules, notices to Members may be given by

personal delivery, post, email or telefax.

TRUSTEES

10.1 The number of Trustees shall be not fewer than two or more than four (4).

10.2 The Trustees shall hold office until death, resignation or removal from office by a resolution of the Members.

10.3 There shall be vested in the Trustees all the property of the Association other than cash and bank and similar accounts which shall be under the control of the Committee.

10.4 The Trustees may deal with the property vested in them by way of sale, mortgage, charge, lease or otherwise as directed by the Association. Such direction shall be given by a resolution of the Members of the Association passed by a majority of the Members present at a duly convened meeting of the Association and when so passed shall in favour of a purchaser, mortgagee, charge, lease or grantee, be binding upon all Members. A certificate purporting to be signed by the Secretary for the time being of the Association shall in favour of those persons be conclusive evidence that a direction complying in all respects with the above provisions of this rule was duly given to the Trustees.

ACCOUNTS INCOME AND PROPERTY

11.1The financial year of the Association shall end on December 31 in every year, to

which day the accounts shall be balanced and drawn.

11.2 As soon as practicable after the end of the financial year, there shall be prepared a statement of the assets and liabilities of the Association at the end of the financial year, and a statement of income and expenditure during that year, which statements shall be audited by the Auditor not less than fourteen (14) days before the annual general meeting.

11.3 Copies of the audited statement of accounts shall be sent to every Member with

the notice convening the annual general meeting.

11.4 The auditor shall be a person with accounting experience and shall not be a Member. He or she shall be appointed by each annual general meeting and shall hold office until the end of the next annual general meeting.

11.5 All monies received by the Association shall be paid into an account in the name

of the Association at bankers appointed by the Committee, and cheques and other instruments drawn on and directions to the bankers shall be signed by not less than two (2) officers.

11.6 No action involving expenditure in the name or on behalf of the Association shall be taken, and no undertakings which would commit the Association to expenditure or other liability shall be made without the prior authority of a resolution of the Committee.

INDEMNITY

12. Except such loss as arises from their respective willful default, the Trustees and Members of the Committee shall not be liable (otherwise than as Members) for any Loss suffered by the Association as a result of the discharge of their respective duties on its behalf, and they shall be entitled to an indemnity out of the assets of the Association for all expenses and other liabilities incurred by them in discharge of their respective duties.

DISSOLUTION

13. 1 The Association may be dissolved:

(a) by a resolution passed under Rule 8.3; or

(b) by a resolution of the Committee if the number of Members is less than ten (10)

for a period of not less than six (6) months.

13. 2 The dissolution shall take effect from the day when the resolution is passed and the Committee shall be responsible for the winding up of the assets and liabilities of the Association.

13.3 If any property remains after the discharge of all debts and liabilities of the Association it shall be distributed equally amongst the Members of the Association at the date of dissolution or as such Members may direct.