ENTITY STRUCTURE & GOVERNANCE
Two Entities, One Mission
A brother-sister dual entity model adapted for Dominica: CaribVista Land Trust (non-profit) activates idle farmland and employs local farmers, with dedicated Kalinago Council engagement. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Aligned with CREAD national resilience framework.
BROTHER-SISTER MODEL // KALINAGO ENGAGEMENT // CREAD ALIGNED
01 // ENTITY RELATIONSHIP
FOUNDER / COMMON LEADER
CEO of IAGRO SAT · Board of CaribVista (ex-officio, non-voting on conflicts)
SATIAGRO SAT Caribbean
FOR-PROFIT TECHNOLOGY COMPANY
Products:
- Sentinel-2 satellite monitoring (10m)
- ML crop health classification
- Hurricane damage assessment (48hr)
- Landslide risk mapping (InSAR)
- Carbon MRV verification
- Volcanic terrain analysis
Owns all technology IP. Can serve any client.
CLTCaribVista Land Trust
PROPOSED NON-PROFIT // NOT YET INCORPORATED
Mission:
- Lease idle farmland from government/owners
- Partner with Kalinago Council for Territory
- Employ and train local farmers
- Manage agroforestry production
- Sell produce locally & for export via DEXIA
- Reduce Dominica food import dependency
Independent board. Development finance funded. Tax-exempt charity.
DEVELOPMENT FINANCE
Grant (CDB/IDB) → CaribVista Land Trust
SERVICE FEE
CaribVista → IAGRO SAT (arm's length)
PRODUCE SALES
Revenue → CaribVista (reinvested)
WHY TWO ENTITIES, NOT ONE
Development finance grant eligibility
For-profits rarely receive CDB/IDB grants. Non-profit is the grant recipient.
Technology IP protection
IP stays in for-profit, licensed to non-profit. No mission drift risk.
Kalinago engagement
Non-profit structure enables community partnership model, not extraction.
CREAD alignment
Non-profit aligns with national climate resilience framework and reporting.
Post-Maria reconstruction
Grant funding appropriate for disaster reconstruction; for-profit handles tech.
Regional scaling
For-profit sells same technology to other countries, insurers, governments.
02 // REAL-WORLD PRECEDENTS
This Model is Standard Practice
Mozilla Foundation + Corporation
PARENT-SUBSIDIARY
Non-profit foundation created for-profit Corporation (2005) to handle $500M+ in search revenue. Foundation owns 100% of Corporation.
Non-profit can legitimately contract with or own a for-profit when it serves the mission.
mozilla.org/foundation/moco/
Patagonia / Holdfast Collective
TRUST + NON-PROFIT
Founder transferred 100% of Patagonia to Patagonia Purpose Trust (2% voting) + Holdfast Collective (98% economic, 501(c)(4)). For-profit generates revenue, non-profit funds climate action.
For-profit can generate revenue that funds a non-profit mission while maintaining separate legal identities.
patagonia.com/ownership/
Non-Profit Hospital Systems
NON-PROFIT + FOR-PROFIT VENDOR
US non-profit hospitals routinely contract with for-profit IT/management companies. Same individuals sometimes serve on both boards. Heavily regulated, works at massive scale.
Structurally identical to CaribVista contracting IAGRO SAT. Key: independent approval, fair market pricing, annual audit.
beckershospitalreview.com
TechnoServe / Digital Green
NON-PROFIT + TECH PARTNERS
Agricultural non-profits that contract with for-profit technology providers. Funded by Gates Foundation, MacArthur, World Bank, government partners.
The non-profit-contracts-for-profit-tech-provider model is standard in agricultural development.
technoserve.org, digitalgreen.org
03 // GOVERNANCE FRAMEWORK
Board Composition & Safeguards
CaribVista Land Trust Dominica board — 8 seats, 6+ independent, dedicated Kalinago Council representative, founder recused on all conflict matters. Aligned with CREAD and development finance governance requirements.
Independent Chair
Dominica agriculture or business leader
YES
Community Representative
Farmer association or rural community leader
YES
Legal/Finance Expert
Attorney or CPA with non-profit governance experience
YES
Kalinago Representative
Kalinago Council-appointed member (indigenous governance)
YES
Academic/Technical
UWI or CARDI agricultural research representative
YES
CDB Observer
CDB-appointed representative (non-voting)
YES
Founder
Ex-officio, non-voting on conflict matters
RECUSED
Youth Representative
Elected by beneficiaries under 35 after Year 1
YES
8 GOVERNANCE SAFEGUARDS
01Independent Board Majority
At least 6 of 8 board members have NO financial relationship with IAGRO SAT
Source: CDB Procurement Procedures 2021
02Kalinago Council Seat
Dedicated indigenous governance representative ensuring Kalinago Territory interests are protected
Source: Carib Reserve Act / Kalinago Council
03Written Conflict of Interest Policy
Adopted at incorporation, signed annually by all board members and officers
Source: Dominica Companies Act / CDB requirement
04Recusal Protocol
Founder recuses from ALL votes on own compensation and any IAGRO SAT contract
Source: IRS Section 4958 standards
05Arm's Length Pricing
All services priced at or below market rate, with competitive bids documented annually
Source: OECD Transfer Pricing Guidelines
06Annual Independent Audit
By external firm with no relationship to either entity
Source: Dominica Companies Act / CDB requirement
07CREAD Alignment
All agricultural activities aligned with Climate Resilience Execution Agency national framework
Source: Climate Resilience Act 2018
08Separate Bank Accounts
No commingling of funds between entities. Banking through National Bank of Dominica or AID Bank
Source: Dominica Companies Act
04 // DOMINICA STAKEHOLDER MAP
Key Institutional Partners
Dominica's post-Maria institutional landscape, including CREAD, Kalinago Council, DEXIA, and Invest Dominica Authority.
Climate Resilience Execution Agency — coordinates all reconstruction
Dominica Export Import Agency — agricultural export facilitation
Invest Dominica Authority
GOVERNMENTInvestment promotion and business registration
Kalinago Council
INDIGENOUSIndigenous governance body for Territory engagement
Ministry of Blue and Green Economy
GOVERNMENTSustainable agriculture policy oversight
Dominica Farmers Union
CIVIL SOCIETYFarmer organisation and advocacy
AID Bank of Dominica
FINANCIALAgricultural and industrial development lending
Primary funder — Caribbean Development Bank
05 // KALINAGO TERRITORY ENGAGEMENT
Indigenous Partnership Framework
The Kalinago Territory (3,700 acres) requires a partnership model, not a leasing model. Communal land ownership means CaribVista cannot lease but can partner through Kalinago Council governance.
Free, Prior, and Informed Consent
All activities in Kalinago Territory require FPIC through Kalinago Council traditional decision-making processes. No activity begins without formal Council resolution.
Source: UN Declaration on Rights of Indigenous Peoples
Knowledge Co-Creation
Kalinago traditional agroforestry knowledge (cassava cultivation, bay leaf harvesting, forest garden systems) integrated as equal partner to satellite-derived insights.
Source: FAO Indigenous Food Systems Framework
Revenue Sharing
Kalinago Territory participants receive same per-hectare returns as other parishes, plus 3% Cultural Preservation Fund allocation from all Dominica revenue.
Source: CaribVista governance framework
Youth Training Priority
Kalinago youth receive priority enrollment in agricultural training programmes, combining traditional knowledge transfer with modern satellite-monitoring skills.
Source: CDB indigenous peoples policy
Traditional Crop Preservation
Kalinago varieties of cassava, dasheen, and medicinal plants maintained in dedicated heritage plots. Seed bank established within Territory.
Source: CARDI heritage crop programme
06 // SERVICE PRICING MODEL
IAGRO SAT Service Contract — Dominica
Satellite monitoring pricing includes elevated hurricane assessment component for Dominica's Category 5 exposure. All pricing at or below market rates with annual competitive benchmarking.
| Scale | Base Fee | Per-Ha Fee | Hurricane Module | Annual Total | Effective $/ha |
|---|
| Pilot (500 ha) | $18,000 | $42/ha | $5,000 | $44,000 | $88 |
| Medium (3,000 ha) | $18,000 | $35/ha | $12,000 | $135,000 | $45 |
| Full (12,920 ha) | $18,000 | $28/ha | $25,000 | $404,760 | $31 |
Hurricane Assessment Module: Elevated pricing for Dominica reflects Category 5 exposure and 48-hour rapid damage assessment requirement. Includes pre-positioned baseline imagery, automated change detection, and parish-level damage quantification for CCRIF insurance claims.
07 // REVENUE TRAJECTORY
10-Year Projection
| Year | Hectares | CV Revenue | CV Net | IAGRO Fee | IAGRO Net |
|---|
| Year 1 | 500 | $1.8M | $700K | $44K | $-18K |
| Year 2 | 1,500 | $6.2M | $2.8M | $72K | $12K |
| Year 3 | 3,000 | $15.1M | $7.3M | $135K | $48K |
| Year 5 | 7,000 | $58.0M | $30.0M | $250K | $120K |
| Year 10 | 12,920 | $408.9M | $228.9M | $405K | $210K |
At full scale (Year 10), IAGRO SAT's service fee of $404,760 represents just 0.10% of CaribVista Dominica's revenue. The technology cost is negligible relative to the agricultural value created.
08 // DOMINICA LEGAL FRAMEWORK
Regulatory Environment
Companies Act (Cap. 384)
Governs incorporation and corporate governance. CaribVista Land Trust would register as a company limited by guarantee (non-profit). IAGRO SAT registered as standard limited company.
Source: Parliament of Dominica
Climate Resilience Act (2018)
Establishes CREAD and mandates alignment of all development projects with national climate resilience goals. Agricultural reconstruction projects must demonstrate hurricane resilience.
Source: Government of Dominica
Invest Dominica Authority Act
Provides investment incentives: tax holidays, duty-free equipment imports, expedited business licensing. Agricultural technology investments qualify for enhanced incentives.
Source: Invest Dominica Authority
Carib Reserve Act (amended 2015)
Governs Kalinago Territory. Communal land cannot be sold or mortgaged. Agricultural partnerships require Kalinago Council approval through traditional governance.
Source: Parliament of Dominica
Agricultural Produce Protection Act
Regulates agricultural exports, quality standards, and phytosanitary requirements. DEXIA administers export licensing for dasheen, bay oil, and other products.
Source: Ministry of Agriculture
AID Bank Act
Agricultural, Industrial, and Development Bank provides concessional lending for agricultural projects. Can co-finance with CDB for local currency components.
Source: AID Bank of Dominica
CARIBVISTA | IAGRO SAT CARIBBEAN // FEBRUARY 2026
© 2026 IAGRO SAT Caribbean. All rights reserved.
Sources: Dominica Companies Act, Climate Resilience Act, Kalinago Council, CDB, OECD, IRS
CaribVista Land Trust is a proposed entity — not yet incorporated.
CONFIDENTIAL — For named recipients only. Do not redistribute.