COMMITTEE ON ECONOMIC DEVELOPMENT,

TECHNOLOGY AND AGRICULTURE

BILL NO. 29-0019

Twenty-Ninth Legislature of the Virgin Islands

February 16, 2011

An Act to transfer the ownership of the West Indian Company, Ltd. from the Virgin Islands
Public Finance Authority to the Virgin Islands Port Authority and other related purposes

PROPOSED BY Senators Carlton “Ital” Dowe, Celestino A. White, Sr., Ronald E. Russell
and Sammuel Sanes

1 WHEREAS, in accordance with Title 29, chapter 10, section 543 the purpose of the

2 Virgin Islands Port Authority (“the Port Authority” or “VIPA”) is to “to establish, acquire,

3 construct, develop and improve, own, operate and manage any and all types of air and marine

4 terminals; to control the harbors of the United States Virgin Islands other than controlling the

5 mooring and anchoring of vessels as defined in Title 25, chapter 16, Virgin Islands Code; and to

6 make available the benefits thereof in the widest economic manner, thereby promoting the

7 general welfare of the people of the Virgin Islands and increasing commerce and prosperity”;

8 and

9 WHEREAS, the Port Authority operates, manages, and controls the harbors of

10 Frederiksted and Christiansted in St. Croix, Cruz Bay and Enighed Pond in St. John, and those

11 throughout St. Thomas, and owns and operates substantially all of the commercial ports in these

12 harbors except the West Indian Dock in the St. Thomas Harbor; and
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1 WHEREAS, the West Indian Company Ltd (“WICO”) was bought by the government of

2 the Virgin Islands in 1993 pursuant to the purchasing power granted to the government in Act

3 No. 5826 and is now owned and operated as a wholly owned subsidiary of the Virgin Islands

4 Public Finance Authority (“PFA”) which is its sole shareholder; and

5 WHEREAS, WICO operates only the West Indian Company Dock in the Harbor of St

6 Thomas, which facility is the primary cruise ship dock in the Territory; and

7 WHEREAS, the global financial crisis and the Great Recession have affected the Virgin

8 Islands just as they have impacted the Nation and the world leaving the Territory in a financial

9 and budgetary crisis of unprecedented proportions; and

10 WHEREAS, this economic, financial and budgetary reality has focused the attention of

11 all branches of government on the need for increased frugality, efficiency and restraint; and

12 WHEREAS, the division of responsibilities between the West Indian Company Ltd and

13 the Port Authority operates at the expense of a fully integrated, Territory-wide policy for the

14 development and coordination of operations of the Territory’s cruise ship ports and facilities so

15 as to maximize the return to the Territory as a whole; and

16 WHEREAS, the legislature finds that there is unjustifiable duplication, unnecessary

17 division of focus and coordination, as well as a bifurcation of purpose that results from the

18 continued existence of the West Indian Company, Ltd. as the operator of the primary cruise ship

19 dock in the Territory; and

20 WHEREAS, the legislature finds that effecting a consolidation and assimilation of the

21 functions and duties heretofore being performed by WICO into the Port Authority will best serve

22 the public interest of the Virgin Islands in having unified management of its harbors and ports;

23 and
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1 WHEREAS, the legislature believes that this consolidation may be achieved in such a

2 way as to not unduly and unreasonably impact the livelihoods of those employees presently

3 employed by WICO; and

4 WHEREAS, no unionized person presently employed by WICO will be terminated or

5 laid off for reason of this consolidation; Now, Therefore,

6 Be it enacted by the Legislature of the Virgin Islands:

7 SECTION 1. (a) The Virgin Islands Public Finance Authority (“PFA”) is hereby

8 authorized to make all necessary arrangements for the transfer, conveyance, or distribution of all

9 of its right, title and interest in the outstanding shares of stock representing 100% of the

10 ownership of the West Indian Company, Ltd. (“WICO”) to the Virgin Islands Port Authority

11 (“the Port Authority” or “VIPA”) without delay, and to effect such transfer, conveyance and

12 distribution in accordance with all of the procedural and governance requirements of the PFA.

13 (b) In affecting this action, the PFA shall confirm and restate, as is necessary and

14 proper, any guarantees or assurances it has provided to third parties with respect to WICO so as

15 to assist and facilitate the change of ownership and management contemplated in this legislation.

16 SECTION 2. (a) The VIPA shall receive and accept the transfer and conveyance of the

17 shares of stock of WICO and as sole shareholder of the entity assume all of the rights, duties,

18 obligations, powers and responsibilities of ownership and commence forthwith to manage the

19 assets acquired with the transfer for the purposes for which the VIPA was created and with

20 which it is charged by law.

21 (b) To the extent required, this legislation shall serve as a specific grant or extension

22 of power and authority to the VIPA to hold as shareholder the shares of stock representing the

23 ownership of a corporation incorporated in the Virgin Islands where such corporation was not

24 created as, nor is operating as, a public entity.

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1 (c) Upon receipt and acceptance of the transfer and conveyance of the shares of stock

2 of WICO and the assumption of all of the rights, duties, obligations, powers and responsibilities

3 of ownership VIPA shall ensure that no unionized person presently employed by WICO is

4 terminated or laid off for reason of this consolidation and assimilation of the functions and duties

5 heretofore being performed by WICO into the Port Authority.

6 SECTION 3. Not later than one hundred twenty (120) days after the enactment of this

7 legislation, the Port Authority shall provide to the Legislature a report on the actions it has taken

8 and the plan it developed to implement the consolidation and assimilation of WICO into the Port

9 Authority as set forth by this legislation.

10 SECTION 4. Upon the transfer of the ownership of WICO, the Port Authority shall

11 promptly, and in not more than 90 days, cause WICO to transfer to the Department of Property

12 and Procurement all of the right title and interest that WICO has to the real property and all of

13 the personal property, furniture, fixtures, equipment of any and all kinds located at or pertaining

14 to the property known as “Denmark Hill” in Estate Catharineberg, by whatever deeds, bills of

15 conveyance or other writings are deemed necessary and proper to affect the conveyance to the

16 Department of Property and Procurement. The property shall be held, maintained, and operated

17 by the Governor in the name of the Government of the Virgin Islands.

18 BILL SUMMARY
19
20 This Bill transfers the ownership of the West Indian Company, Ltd. (“WICO”) from the
21 Virgin Islands Public Finance Authority (“PFA”) to the Virgin Islands Port Authority (“VIPA”).
22
23 Section 1(a) provides authorizes PFA to transfer, all of its right, title and interest in the
24 outstanding shares of stock representing 100% of the ownership of the WICO to VIPA.
25
26 Section 1(b) provides that the PFA confirm and restate, as is necessary and proper, any
27 guarantees or assurances it has provided to third parties with respect to WICO to assist and
28 facilitate the change of ownership and management contemplated in this Act.
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1 Section 2(a) mandates that VIPA receives and accepts the transfer and conveyance of the
2 shares of stock of WICO as well as assume all of the rights, duties, obligations, powers and
3 responsibilities of ownership and manage the assets acquired with the transfer.
4
5 Section 2(b) extends power and authority to the VIPA to hold as shareholder the shares
6 of stock representing the ownership of a corporation incorporated in the Virgin Islands where
7 such corporation was not created as, nor is operating as, a public entity if needed effect the
8 transfer of stocks and rights.
9
10 Section 2(c) ensures that no unionized person presently employed by WICO is terminated
11 or laid off for reason of this consolidation and assimilation of the functions and duties heretofore
12 being performed by WICO into the Port Authority.
13
14 Section 3 mandates that VIPA provide to the Legislature a report on the actions it has
15 taken and the plan it developed to implement the consolidation and assimilation of WICO into
16 the Port Authority no later than 120 days after the enactment of this Act.
17
18 Section 4 mandates that WICO transfers to the Department of Property and Procurement
19 all of the right, title and interest that WICO has to the real property and all of the personal
20 property, furniture, fixtures, equipment of any and all kinds located at or pertaining to the
21 property known as “Denmark Hill” in Estate Catharineberg and provides that the property be
22 held, maintained, and operated by the Governor in the name of the Government of the Virgin
23 Islands.
24

25 BR11-0225/February 15, 2011/TF

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