The countries on whose behalf this
Agreement is signed agree to create the Inter-American Development Bank, which shall
operate in accordance with the following provisions:
ARTICLE I
PURPOSE AND FUNCTIONS
Section 1. Purpose
The purpose of the Bank shall be to
contribute to the acceleration of the process of economic development of the member
countries, individually and collectively.
Section 2. Functions
a) To implement its purpose, the Bank
shall have the following functions:
i) to promote the investment of public and
private capital for development purposes;
ii) to utilize its own capital, funds
raised by it in financial markets, and other available resources, for financing the
development of the member countries, giving priority to those loans and guarantees that
will contribute most effectively to their economic growth;
iii) to encourage private investment in
projects, enterprises, and activities contributing to economic development and to
supplement private investment when private capital is not available on reasonable terms
and conditions;
iv) to cooperate with the member countries
to orient their development policies toward a better utilization of their resources, in a
manner consistent with the objectives of making their economies more complementary and of
fostering the orderly growth of their foreign trade; and
v) to provide technical assistance for the
preparation, financing, and implementation of development plans and projects, including
the study of priorities and the formulation of specific project proposals.
b) In carrying out its functions, the Bank
shall cooperate as far as possible with national and international institutions and with
private sources supplying investment capital.
ARTICLE II
MEMBERSHIP IN AND CAPITAL OF THE BANK
Section 1. Membership
a) The original members of the Bank
shall be those members of the Organization of American States which, by the date specified
in Article XV, Section l (a), shall accept membership in the Bank.
b) Membership shall be open to other
members of the Organization of American States at such times and in accordance with such
terms as the Bank may determine.
Section 2. Authorized Capital
a) The authorized capital stock of the
Bank, together with the initial resources of the Fund for Special Operations established
in Article IV (hereinafter called the Fund), shall total one billion dollars
($1,000,000,000) in terms of United States dollars of the weight and fineness in effect on
January 1, 1959. Of this sum, eight hundred fifty million dollars ($850,000,000) shall
constitute the authorized capital stock of the Bank and shall be divided into 85,000
shares having a par value of $10,000 each, which shall be available for subscription by
members in accordance with Section 3 of this article.
b) The authorized capital stock shall be
divided into paid-in shares and callable shares. The equivalent of four hundred million
dollars ($400,000, 000) shall be paid in, and four hundred fifty million dollars
($450,000,000) shall be callable for the purposes specified in Section 4 (a) (ii) of this
article.
c) The capital stock indicated in (a) of
this section shall be increased by five hundred million dollars ($500,000,000) in terms of
United States dollars of the weight and fineness existing on January 1, 1959, provided
that:
i) the date for payment of all
subscriptions established in accordance with Section 4 of this article shall have passed;
and
ii) a regular or special meeting of the
Board of Governors, held as soon as possible after the date referred to in subparagraph
(I) of this paragraph, shall have approved the above-mentioned increase of five hundred
million dollars ($500,000,000) by a three-fourths majority of the total voting power of
the member countries.
d) The increase in capital stock provided
for in the preceding paragraph shall be in the form of callable capital.
e) Notwithstanding the provisions of
paragraphs © and (d) of this section, the authorized capital stock may be increased when
the Board of Governors deems it advisable and in a manner agreed upon by a two-thirds
majority of the total number of governors representing not less than three fourths of the
total voting power of the member countries.
Section 3. Subscription of Shares
a) Each member shall subscribe to
shares of the capital stock of the Bank. The number of shares to be subscribed by the
original members shall be those set forth in Annex A of this Agreement, which specifies
the obligation of each member as to both paid-in and callable capital. The number of
shares to be subscribed by other members shall be determined by the Bank.
b) In case of an increase in capital
pursuant to Section 2, paragraph © or (e) of this article, each member shall have a right
to subscribe, under such conditions as the Bank shall decide, to a proportion of the
increase of stock equivalent to the proportion which its stock theretofore subscribed
bears to the total capital stock of the Bank. No member, however, shall be obligated to
subscribe to any part of such increased capital.
c) Shares of stock initially subscribed by
original members shall be issued at par. Other shares shall be issued at par unless the
Bank decides in special circumstances to issue them on other terms.
d) The liability of the member countries
on shares shall be limited to the unpaid portion of their issue price.
e) Shares of stock shall not be pledged or
encumbered in any manner, and they shall be transferable only to the Bank.
Section 4. Payment of Subscriptions
a) Payment of the subscriptions to the
capital stock of the Bank as set forth in Annex A shall be made as follows:
i) Payment of the amount subscribed by
each country to the paid-in capital stock of the Bank shall be made in three installments,
the first of which shall be 20 per cent, and the second and third each 40 per cent, of
such amount. The first installment shall be paid by each country at any time on or after
the date on which this Agreement is signed, and the instrument of acceptance or
ratification deposited, on its behalf in accordance with Article XV, Section 1, but not
later than September 30, 1960. The remaining two installments shall be paid on such dates
as are determined by the Bank, but not sooner than September 30, 1961, and September 30,
1962, respectively.
Of each installment, 50 per cent shall be
paid in gold and/or dollars and 50 per cent in the currency of the member.
ii) The callable portion of the
subscription for capital shares of the Bank shall be subject to call only when required to
meet the obligations of the Bank created under Article III, Section 4 (ii) and (iii) on
borrowings of funds for inclusion in the Bank's ordinary capital resources or guarantees
chargeable to such resources. In the event of such a call, payment may be made at the
option of the member either in gold, in United States dollars, or in the currency required
to discharge the obligations of the Bank for the purpose for which the call is made.
Calls on unpaid subscriptions shall be
uniform in percentage on all shares.
b) Each payment of a member in its own
currency under paragraph (a) (I) of this section shall be in such amount as, in the
opinion of the Bank, is equivalent to the full value in terms of United States dollars of
the weight and fineness in effect on January 1, 1959, of the portion of the subscription
being paid. The initial payment shall be in such amount as the member considers
appropriate hereunder but shall be subject to such adjustment, to be effected within 60
days of the date on which the payment was due, as the Bank shall determine to be necessary
to constitute the full dollar value equivalent as provided in this paragraph.
c) Unless otherwise determined by the
Board of Governors by a three-fourths majority of the total voting power of the member
countries, the liability of members for payment of the second and third installments of
the paid-in portion of their subscriptions to the capital stock shall be conditional upon
payment of not less than 90 per cent of the total obligations of the members due for:
i) the first and second installments,
respectively, of the paid-in portion of the subscriptions; and
ii) the initial payment and all prior
calls on the subscription quotas to the Fund.
Section 5. Ordinary Capital Resources
As used in this Agreement, the term
"ordinary capital resources" of the Bank shall be deemed to include the
following:
i) authorized capital, including both
paid-in and callable shares, subscribed pursuant to Section 2 and 3 of this article;
ii) all funds raised by borrowings under
the authority of Article VII, Section 1 (I) to which the commitment set forth in Section 4
(a) (ii) of this article is applicable;
iii) all funds received in repayment of
loans made with the resources indicated in (I) and (ii) of this section; and
iv) all income derived from loans made
from the afore-mentioned funds or from guarantees to which the commitment set forth in
Section 4 (a) (ii) of this article is applicable.
ARTICLE III
OPERATIONS
Section 1. Use of Resources
The resources and facilities of the
Bank shall be used exclusively to implement the purpose and functions enumerated in
Article I of this Agreement.
Section 2. Ordinary and Special
Operations
a) The operations of the Bank shall be
divided into ordinary operations and special operations.
b) The ordinary operations shall be those
financed from the Bank's ordinary capital resources, as defined in Article II, Section 5,
and shall relate exclusively to loans made, participated in, or guaranteed by the Bank
which are repayable only in the respective currency or currencies in which the loans were
made. Such operations shall be subject to the terms and conditions that the Bank deems
advisable, consistent with the provisions of this Agreement.
c) The special operations shall be those
financed from the resources of the Fund in accordance with the provisions of Article IV.
Section 3. Basic Principle of
Separation
a) The ordinary capital resources of
the Bank as defined in Article II, Section 5, shall at all times and in all respects be
held, used, obligated, invested, or otherwise disposed of entirely separate from there
sources of the Fund, as defined in Article IV, Section 3 (h).
The financial statements of the Bank shall
show the ordinary operations of the Bank and the operations of the Fund separately, and
the Bank shall establish such other administrative rules as may be necessary to ensure the
effective separation of the two types of operations.
The ordinary capital resources of the Bank
shall under no circumstances be charged with, or used to discharge, losses or liabilities
arising out of operations for which the resources of the Fund were originally used or
committed.
b) Expenses pertaining directly to
ordinary operations shall be charged to the ordinary capital resources of the Bank.
Expenses pertaining directly to special operations shall be charged to the resources of
the Fund. Other expenses shall be charged as the Bank determines.
Section 4. Methods of Making or
Guaranteeing Loans
Subject to the conditions stipulated
in this article, the Bank may make or guarantee loans to any member, or any agency or
political subdivision thereof, and to any enterprise in the territory of a member, in any
of the following ways.
i) by making or participating indirect
loans with funds corresponding to the unimpaired paid-in capital and, except as provided
in Section 13 of this article, to its reserves and undistributed surplus; or with the
unimpaired resources of the Fund;
ii) by making or participating in direct
loans with funds raised by the Bank in capital markets, or borrowed or acquired in any
other manner for inclusion in the ordinary capital resources of the Bank or the resources
of the Fund: and
iii) by guaranteeing in whole or in part
loans made, except in special cases, by private investors.
Section 5. Limitations on Ordinary
Operations
a) The total amount outstanding of
loans and guarantees made by the Bank in its ordinary operations shall not at any time
exceed the total amount of the unimpaired subscribed capital of the Bank, plus the
unimpaired reserves and surplus included in the ordinary capital resources of the Bank, as
defined in Article II, Section 5, exclusive of income assigned to the special reserve
established pursuant to Section 13 of this article and other income assigned by decision
of the Board of Governors to reserves not available for loans or guarantees.
b) In the case of loans made out of funds
borrowed by the Bank to which the obligations provided for in Article II, Section 4 (a)
(ii) are applicable, the total amount of principal outstanding and payable to the Bank in
a specific currency shall at no time exceed the total amount of principal of the
outstanding borrowings by the Bank that are payable in the same currency.
Section 6. Direct Loan Financing
In making direct loans or
participating in them, the Bank may provide financing in any of the following ways:
a) By furnishing the borrower currencies
of members, other than the currency of the member in whose territory the project is to be
carried out, that are necessary to meet the foreign exchange costs of the project.
b) By providing financing to meet expenses
related to the purposes of the loan in the territories of the member in which the project
is to be carried out. Only in special cases, particularly when the project indirectly
gives rise to an increase in the demand for foreign exchange in that country, shall the
financing granted by the Bank to meet local expenses be provided in gold or in currencies
other than that of such member; in such cases, the amount of the financing granted by the
Bank for this purpose shall not exceed a reasonable portion of the local expenses incurred
by the borrower.
Section 7. Rules and Conditions for
Making or Guaranteeing Loans
a) The Bank may make or guarantee
loans subject to the following rules and conditions:
i) the applicant for the loan shall have
submitted a detailed proposal and the staff of the Bank shall have presented a written
report recommending the proposal after a study of its merits. In special circumstances,
the Board of Executive Directors, by a majority of the total voting power of the member
countries, may require that a proposal be submitted to the Board for decision in the
absence of such a report;
ii) in considering a request for a loan or
a guarantee, the Bank shall take into account the ability of the borrower to obtain the
loan from private sources of financing on terms which, in the opinion of the Bank, are
reasonable for the borrower, taking into account all pertinent factors;
iii) in making or guaranteeing a loan, the
Bank shall pay due regard to prospects that the borrower and its guarantor, if any, will
be in a position to meet their obligations under the loan contract;
iv) in the opinion of the Bank, the rate
of interest, other charges and the schedule for repayment of principal are appropriate for
the project in question;
v) in guaranteeing a loan made by other
investors, the Bank shall receive suitable compensation for its risk; and
vi) loans made or guaranteed by the Bank
shall be principally for financing specific projects, including those forming part of a
national or regional development program. However, the Bank may make or guarantee over-all
loans to development institutions or similar agencies of the members in order that the
latter may facilitate the financing of specific development projects whose individual
financing requirements 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.
Section 8. Optional Conditions for
Making or Guaranteeing Loans
a) In the case of loans or guarantees
of loans to nongovernmental entities, the Bank may, when it deems it advisable, require
that the member in whose territory the project is to be carried out, or a public
institution or a similar agency of the member acceptable to the Bank, guarantee the
repayment of the principal and the payment of interest and other charges on the loan.
b) The Bank may attach such other
conditions to the making of loans or guarantees as it deems appropriate, taking into
account both the interests of the members directly involved in the particular loan or
guarantee proposal and the interests of the members as a whole.
Section 9. Use of Loans Made or
Guaranteed by the Bank
a) Except as provided in Article V,
Section 1, the Bank shall impose no condition that the proceeds of a loan shall be spent
in the territory of any particular country nor that such proceeds shall not be spent in
the territories of any particular member or members.
b) 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, with due attention
to considerations of economy and efficiency.
Section 10. Payment Provisions for
Direct Loans
Direct loan contracts made by the Bank
in conformity with Section 4 (I) or (ii) of this article shall establish:
a) All the terms and conditions of each
loan, including among others, provision for payment of principal, interest and other
charges, maturities, and dates of payment; and
b) The currency or currencies in which
payments shall be made to the Bank.
Section 11. Guarantees
a) In guaranteeing a loan the Bank
shall charge a guarantee fee, at a rate determined by the Bank, payable periodically on
the amount of the loan outstanding.
b) Guarantee contracts concluded by the
Bank shall provide that the Bank may terminate its liability with respect to interest if,
upon default by the borrower and by the guarantor, if any, the Bank offers to purchase, at
par and interest accrued to a date designated in the offer, the bonds or other obligations
guaranteed.
c) In issuing guarantees, the Bank shall
have power to determine any other terms and conditions.
Section 12. Special Commission
On all loans, participations, or
guarantees made out of or by commitment of the ordinary capital resources of the Bank, the
latter shall charge a special commission. The special commission, payable periodically,
shall be computed on the amount outstanding on each loan, participation, or guarantee and
shall be at the rate of one per cent per annum, unless the Bank, by a two-thirds majority
of the total voting power of the member countries, decides to reduce the rate of
commission.
Section 13. Special Reserve
The amount of commissions received by
the Bank under Section 12 of this article shall be set aside as a special reserve, which
shall be kept for meeting liabilities of the Bank in accordance with Article VII, Section
3 (b) (I). The special reserve shall be held in such liquid form, permitted under this
Agreement, as the Board of Executive Directors may decide.
ARTICLE IV
FUND FOR SPECIAL OPERATIONS
Section 1. Establishment, Purpose,
and Functions
A Fund for Special Operations is
established for the making of loans on terms and conditions appropriate for dealing with
special circumstances arising in specific countries or with respect to specific projects.
The Fund, whose administration shall be
entrusted to the Bank, shall have he purpose and functions set forth in Article I of this
Agreement.
Section 2. Applicable Provisions
The Fund shall be governed by the
provisions of the present article and all other provisions of this Agreement, excepting
those inconsistent with the provisions of the present article and those expressly applying
only to the ordinary operations of the Bank.
Section 3. Resources
a) The original members of the Bank
shall contribute to the resources of the Fund in accordance with the provisions of this
section.
b) Members of the Organization of American
States that join the Bank after the date specified in Article XV, Section 1 (a) shall
contribute to the Fund with such quotas, and under such terms, as may be determined by the
Bank.
c) The Fund shall be established with
initial resources in the amount of one hundred fifty million dollars ($150, 000, 000) in
terms of United States dollars of the weight and fineness in effect on January 1, 1959,
which shall be contributed by the original members of the Bank in accordance with the
quotas specified in Annex B.
d) Payment of the quotas shall be made as
follows:
i) Fifty per cent of its quota shall be
paid by each member at any time on or after the date on which this Agreement is signed,
and the instrument of acceptance or ratification deposited, on its behalf in accordance
with Article XV, Section 1, but not later than September 30, 1960.
ii) The remaining 50 per cent shall be
paid at any time subsequent to one year after the Bank has begun operations, in such
amounts and at such times as are determined by the Bank; provided, however, that the total
amount of all quotas shall be made due and payable not later than the date fixed for
payment of the third installment of the subscriptions to the paid-in capital stock of the
Bank.
iii) The payments required under this
section shall be distributed among the members in proportion to their quotas and shall be
made one half in gold and/or United States dollars, and one half in the currency of the
contributing member.
e) Each payment of a member in its own
currency under the preceding paragraph shall be in such amount as, in the opinion of the
Bank, is equivalent to the full value, in terms of United States dollars of the weight and
fineness in effect on January 1, 1959, of the portion of the quota being paid. The initial
payment shall be in such amount as the member considers appropriate hereunder but shall be
subject to such adjustment, to be effected within 60 days of the date on which payment was
due, as the Bank shall determine to be necessary to constitute the full dollar value
equivalent as provided in this paragraph.
f) Unless otherwise determined by the
Board of Governors by a three-fourths majority of the total voting power of the member
countries, the liability of members for payment of any call on the unpaid portion of their
subscription quotas to the Fund shall be conditional upon payment of not less than 90 per
cent of the total obligations of the members for:
i) the initial payment and all prior calls
on such quota subscriptions to the Fund: and
ii) any installments due on the paid-in
portion of the subscriptions to the capital stock of the Bank.
g) The resources of the Fund shall be
increased through additional contributions by the members when the Board of Governors
considers it advisable by a three-fourths majority of the total voting power of the member
countries. The provisions of Article II, Section 3 (b), shall apply to such increases, in
terms of the proportion between the quota in effect for each member and the total amount
of the resources of the Fund contributed by members.
h) As used in this Agreement, the term
"resources of the Fund" shall be deemed to include the following:
i) contributions by members pursuant to
paragraphs © and (g) of this section;
ii) all funds raised by borrowing to which
the commitment stipulated in Article II, Section 4 (a) (ii) is not applicable, I. e.,
those that are specifically chargeable to the resources of the Fund;
iii) all funds received in repayment of
loans made from the resources mentioned above;
iv) all income derived from operations
using or committing any of the resources mentioned above; and
v) any other resources at the disposal of
the Fund.
Section 4. Operations
a) The operations of the Fund shall be
those financed from its own resources, as defined in Section 3 (h) of the present article.
b) Loans made with resources of the Fund
may be partially or wholly repayable in the currency of the member in whose territory the
project being financed will be carried out. The part of the loan not repayable in the
currency of the member shall be paid in the currency or currencies in which the loan was
made.
Section 5. Limitation on Liability
In the operations of the Fund, the
financial liability of the Bank shall be limited to the resources and reserves of the
Fund, and the liability of members shall be limited to the unpaid portion of their
respective quotas that has become due and payable.
Section 6. Limitation on Disposition of
Quotas
The rights of members of the Bank
resulting from their contributions to the Fund may not be transferred or encumbered, and
members shall have no right of reimbursement of such contributions except in cases of loss
of the status of membership or of termination of the operations of the Fund.
Section 7. Discharge of Fund
Liabilities on Borrowings
Payments in satisfaction of any
liability on borrowings of funds for inclusion in the resources of the Fund shall be
charged:
i) first, against any reserve established
for this purpose; and
ii) then, against any other funds
available in the resources of the Fund.
Section 8. Administration
a) Subject to the provisions of this
Agreement, the authorities of the Bank shall have full powers to administer the Fund.
b) There shall be a Vice President of the
Bank in charge of the Fund. The Vice President shall participate in the meetings of the
Board of Executive Directors of the Bank, without vote, whenever matters relating to the
Fund are discussed.
c) In the operations of the Fund the Bank
shall utilize to the fullest extent possible the same personnel, experts, installations,
offices, equipment, and services as it uses for its ordinary operations.
d) The Bank shall publish a separate
annual report showing the results of the Fund's financial operations, including profits or
losses. At the annual meeting of the Board of Governors there shall be at least one
session devoted to consideration of this report. In addition, the Bank shall transmit to
the members a quarterly summary of the Fund's operations.
Section 9. Voting
a) In making decisions concerning
operations of the Fund, each member country of the Bank shall have the voting power in the
Board of Governors accorded to it pursuant to Article VIII, Section 4 (a) and (b), and
each Director shall have the voting power in the Board of Executive Directors accorded to
him pursuant to Article VIII, Section 4 (a) and (c).
b) All decisions of the Bank concerning
the operations of the Fund shall be adopted by a two-thirds majority of the total voting
power of the member countries, unless otherwise provided in this article.
Section 10. Distribution of Net Profits
The Board of Governors of the Bank
shall determine what portion of the net profits of the Fund shall be distributed among the
members after making provision for reserves. Such net profits shall be shared in
proportion to the quotas of the members.
Section 11. Withdrawal of Contributions
a) No country may withdraw its
contribution and terminate its relations with the Fund while it is still a member of the
Bank.
b) The provisions of Article IX, Section
3, with respect to the settlement of accounts with countries that terminate their
membership in the Bank also shall apply to the Fund.
Section 12. Suspension and Termination
The provisions of Article X also shall
apply to the Fund with substitution of terms relating to the Fund and its resources and
respective creditors for those relating to the Bank and its ordinary capital resources and
respective creditors.
ARTICLE V
CURRENCIES
Section 1. Use of Currencies
a) The currency of any member held by
the Bank, either in its ordinary capital resources or in the resources of the Fund,
however acquired, may be used by the Bank and by any recipient from the Bank, without
restriction by the member, to make payments for goods and services produced in the
territory of such member.
b) Members may not maintain or impose
restrictions of any kind upon the use by the Bank or by any recipient from the Bank, for
payments in any country, of the following:
i) gold and dollars received by the Bank
in payment of the 50 per cent portion of each member's subscription to shares of the
Bank's portion of each member's subscription to shares of the Bank's capital and of the 50
per cent portion of each member's quota for contribution to the Fund, pursuant to the
provisions of Article II and Article IV, respectively;
ii) currencies of members purchased with
the gold and dollar funds referred to in (I) of this paragraph;
iii) currencies obtained by borrowings,
pursuant to the provisions of Article VII, Section 1 (I), for inclusion in the ordinary
capital resources of the Bank;
iv) gold and dollars received by the Bank
in payment on account of principal, interest, and other charges, of loans made from the
gold and dollar funds referred to in (I) of this paragraph; currencies received in payment
of principal, interest, and other charges, of loans made from currencies referred to in
(ii) and (iii) of this paragraph; and currencies received in payment of commissions and
fees on all guarantees made by the Bank; and
v) currencies, other than the member's own
currency, received from the Bank pursuant to Article VII, Section 4 © and Article IV,
Section 10. in distribution of net profits.
c) A member's currency held by the Bank,
either in its ordinary capital resources or in the resources of the Fund, not covered by
paragraph (b) of this section, also may be used by the Bank or any recipient from the Bank
for payments in any country without restriction of any kind, unless the member notifies
the Bank of its desire that such currency or a portion thereof be restricted to the uses
specified in paragraph (a) of this section.
d) Members may not place any restrictions
on the holding and use by the Bank, for making amortization payments or anticipating
payment of, or repurchasing part or all of, the Bank's own obligations, of currencies
received by the Bank in repayment of direct loans made from borrowed funds included in the
ordinary capital resources of the Bank.
e) Gold or currency held by the
Bank in its ordinary capital resources or in the resources of the Fund shall
not be used by the Bank to purchase other currencies unless authorized by a
two-thirds majority of the total voting power of the member countries.
Section 2. Valuation of Currencies
Whenever it shall become necessary
under this Agreement to value any currency in terms of another currency, or in terms of
gold, such valuation shall be determined by the Bank after consultation with the
International Monetary Fund.
Section 3. Maintenance of Value of the
Currency Holdings of the Bank
a) Whenever the par value in the
International Monetary Fund of a member's currency is reduced or the foreign exchange
value of a member's currency has, in the opinion of the Bank, depreciated to a significant
extent, the member shall pay to the Bank within a reasonable time an additional amount of
its own currency sufficient to maintain the value of all the currency of the member held
by the Bank in its ordinary capital resources, or in the resources of the Fund, excepting
currency derived from borrowings by the Bank. The standard of value for this purpose shall
be the United States dollar of the weight and fineness in effect on January 1, 1959.
b) Whenever the par value in the
International Monetary Fund of a member's currency is increased or the foreign exchange
value of such member's currency has, in the opinion of the Bank, appreciated to a
significant extent, the Bank shall return to such member within a reasonable time an
amount of that member's currency equal to the increase in the value of the amount of such
currency which is held by the Bank in its ordinary capital resources or in the resources
of the Fund, excepting currency derived from borrowings by the Bank. The standard of value
for this purpose shall be the same as that established in the preceding paragraph.
c) The provisions of this section may be
waived by the Bank when a uniform proportionate change in the par value of the currencies
of all the Bank's members is made by the International Monetary Fund.
Section 4. Methods of Conserving
Currencies
The Bank shall accept from any member
promissory notes or similar securities issued by the government of the member, or by the
depository designated by such member, in lieu of any part of the currency of the member
representing the 50 per cent portion of its subscription to the Bank's authorized capital
and the 50 per cent portion of its subscription to the resources of the Fund, which,
pursuant to the provisions of Article II and Article IV, respectively, are payable by each
member in its national currency, provided such currency is not required by the Bank for
the conduct of its operations. Such promissory notes or securities shall be
non-negotiable, non-interest-bearing, and payable to the Bank at their par value on
demand.
ARTICLE VI
TECHNICAL ASSISTANCE
Section 1. Provision of Technical
Advice and Assistance
The Bank may, at the request of any
member or members, or of private firms that may obtain loans from it, provide technical
advice and assistance in its field of activity, particularly on:
i) the preparation, financing, and
execution of development plans and projects, including the consideration of priorities,
and the formulation of loan proposals on specific national or regional development
projects; and
ii) the development and advanced training,
through seminars and other forms of instruction, of personnel specializing in the
formulation and implementation of development plans and projects.
Section 2. Cooperative Agreements on
Technical Assistance
In order to accomplish the purposes of
this article, the Bank may enter into agreements on technical assistance with other
national or international institutions, either public or private.
Section 3. Expenses
a) The Bank may arrange with member
countries or firms receiving technical assistance, for reimbursement of the expenses of
furnishing such assistance on terms which the Bank deems appropriate.
b) The expenses of providing technical
assistance not paid by the recipients shall be met from the net income of the Bank or of
the Fund. However, during the first three years of the Bank's operations, up to three per
cent, in total, of the initial resources of the Fund may be used to meet such expenses.
ARTICLE VII
MISCELLANEOUS POWERS AND DISTRIBUTION OF
PROFITS
Section 1. Miscellaneous Powers of
the Bank
In addition to the powers specified
elsewhere in this Agreement, the Bank shall have the power to:
i) borrow funds and in that connection to
furnish such collateral or other security therefor as the Bank shall determine, provided
that, before making a sale of its obligations in the markets of a country, the Bank shall
have obtained the approval of that country and of the member in whose currency the
obligations are denominated. In addition, in the case of borrowings of funds to be
included in the Bank's ordinary capital resources, the Bank shall obtain agreement of such
countries that the proceeds may be exchanged for the currency of any other country without
restriction;
ii) buy and sell securities it has issued
or guaranteed or in which it has invested, provided that the Bank shall obtain the
approval of the country in whose territories the securities are to be bought or sold;
iii) with the approval of a two-thirds
majority of the total voting power of the member countries, invest funds not needed in its
operations in such obligations as it may determine;
iv) guarantee securities in its portfolio
for the purpose of facilitating their sale; and
v) exercise such other powers as shall be
necessary or desirable in furtherance of its purpose and functions, consistent with the
provisions of this Agreement.
Section 2. Warning to be Placed on
Securities
Every security issued or guaranteed by
the Bank shall bear on its face a conspicuous 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.
Section 3. Methods of Meeting Liabilities
of the Bank in Case of Defaults
a) The Bank, in the event of actual or
threatened default on loans made or guaranteed by the Bank using its ordinary capital
resources, shall take such action as it deems appropriate with respect to modifying the
terms of the loan, other than the currency of repayment.
b) The payments in discharge of the Bank's
liabilities on borrowings or guarantees under Article III, Section 4 (ii) and (iii)
chargeable against the ordinary capital resources of the Bank shall be charged:
i) first, against the special reserve
provided for in Article III, Section 13; and
ii) then, to the extent necessary and at
the discretion of the Bank, against the other reserves, surplus, and funds corresponding
to the capital paid in for shares.
c) Whenever necessary to meet contractual
payments of interest, other charges, or amortization on the Bank's borrowings, or to meet
the Bank's liabilities with respect to similar payments on loans guaranteed by it
chargeable to its ordinary capital resources, the Bank may call upon the members to pay an
appropriate amount of their callable capital subscriptions, in accordance with Article II,
Section 4 (a) (ii). Moreover, if the Bank believes that a default may be of long duration,
it may call an additional part of such subscriptions not to exceed in any one year one per
cent of the total subscriptions of the members, for the following purposes:
i) to redeem prior to maturity, or
otherwise discharge its liability on, all or part of the outstanding principal of any loan
guaranteed by it in respect of which the debtor is in default; and
ii) to repurchase, or otherwise discharge
its liability on, all or part of its own outstanding obligations.
Section 4. Distribution of Net Profits
and Surplus
a) The Board of Governors may
determine periodically what part of the net profits and of the surplus shall be
distributed. Such distributions may be made only when the reserves have reached a level
which the Board of Governors considers adequate.
b) The distributions referred to in the
preceding paragraph shall be made in proportion to the number of shares held by each
member.
c) Payments shall be made in such manner
and in such currency or currencies as the Board of Governors shall determine. If such
payments are made to a member in currencies other than its own, the transfer of such
currencies and their use by the receiving country shall be without restriction by any
member.
ARTICLE VIII
ORGANIZATION AND MANAGEMENT
Section 1. Structure of the Bank
The Bank shall have a Board of
Governors, a Board of Executive Directors, a President, an Executive Vice President, a
Vice President in charge of the Fund, and such other officers and staff as may be
considered necessary.
Section 2. Board of Governors
a) All the powers of the Bank shall be
vested in the Board of Governors. Each member shall appoint one governor and one
alternate, who shall serve for five years, subject to termination of appointment at any
time, or to reappointment, at the pleasure of the appointing member. No alternate may vote
except in the absence of his principal. The Board shall select one of the governors as
Chairman, who shall hold office until the next regular meeting of the Board.
b) The Board of Governors may delegate to
the Board of Executive Directors all its powers except power to:
i) admit new members and determine the
conditions of their admission;
ii) increase or decrease the authorized
capital stock of the Bank and contributions to the Fund;
iii) elect the President of the Bank and
determine his remuneration;
iv) suspend a member, pursuant to Article
IX, Section 2;
v) determine the remuneration of the
executive directors and their alternates;
vi) hear and decide any appeals from
interpretations of this Agreement given by the Board of Executive Directors;
vii) authorize the conclusion of general
agreements for cooperation with other international organizations;
viii) approve, after reviewing the
auditors' report, the general balance sheet and the statement of profit and loss of the
institution;
ix) determine the reserves and the
distribution of the net profits of the Bank and of the Fund;
x) select outside auditors to certify to
the general balance sheet and the statement of profit and loss of the institution:
xi) amend this Agreement; and
xii) decide to terminate the operations of
the Bank and to distribute its assets.
c) The Board of Governors shall retain
full power to exercise authority over any matter delegated to the Board of Executive
Directors under paragraph (b) above.
d) The Board of Governors shall, as a
general rule, hold a meeting annually. Other meetings may be held when the Board of
Governors so provides or when called by the Board of Executive Directors. Meetings of the
Board of Governors also shall be called by the Board of Executive Directors whenever
requested by five members of the Bank or by members having one fourth of the total voting
power of the member countries.
e) A quorum for any meeting of the Board
of Governors shall be an absolute majority of the total number of governors, representing
not less than two thirds of the total voting power of the member countries.
f) The Board of Governors may establish a
procedure whereby the Board of Executive Directors, when it deems such action appropriate,
may submit a specific question to a vote of the governors without calling a meeting of the
Board of Governors.
g) The Board of Governors, and the Board
of Executive Directors to the extent authorized, may adopt such rules and regulations as
may be necessary or appropriate to conduct the business of the Bank.
h) Governors and alternates shall serve as
such without compensation from the Bank, but the Bank may pay them reasonable expenses
incurred in attending meetings of the Board of Governors.
Section 3. Board of Executive Directors
a) The Board of Executive Directors
shall be responsible for the conduct of the operations of the Bank, and for this purpose
may exercise all the powers delegated to it by the Board of Governors.
b) There shall be seven executive
directors, who shall not be governors, and of whom:
i) one shall be appointed by the member
having the largest number of shares in the Bank;
ii) six shall be elected by the governors
of the remaining members pursuant to the provisions of Annex C of this Agreement.
Executive directors shall be appointed or
elected for terms of three years and may be reappointed or re-elected for successive
terms. They shall be persons of recognized competence and wide experience in economic and
financial matters.
c) Each executive director shall appoint
an alternate who shall have full power to act for him when he is not present. Directors
and alternates shall be citizens of the member countries. None of the elected directors
and their alternates may be of the same citizenship. Alternates may participate in
meetings but may vote only when they are acting in place of their principals.
d) Directors shall continue in office
until their successors are appointed or elected. If the office of an elected director
becomes vacant more than 180 days before the end of his term, a successor shall be elected
for the remainder of the term by the governors who elected the former director. An
absolute majority of the votes cast shall be required for election. While the office
remains vacant, the alternate shall have all the powers of the former director except the
power to appoint an alternate.
e) The Board of Executive Directors shall
function in continuous session at the principal office of the Bank and shall meet as often
as the business of the Bank may require.
f) A quorum for any meeting of the Board
of Executive Directors shall be an absolute majority of the total number of directors
representing not less than two thirds of the total voting power of the member countries.
g) A member of the Bank may send a
representative to attend any meeting of the Board of Executive Directors when a matter
especially affecting that member is under consideration. Such right of representation
shall be regulated by the Board of Governors.
h) The Board of Executive Directors may
appoint such committees as it deems advisable. Membership of such committees need not be
limited to governors, directors, or alternates.
i) The Board of Executive Directors shall
determine the basic organization of the Bank, including the number and general
responsibilities of the chief administrative and professional positions of the staff, and
shall approve the budget of the Bank.
Section 4. Voting
a) Each member country shall have 135
votes plus one vote for each share of capital stock of the Bank held by that country.
b) In voting in the Board of Governors,
each governor shall be entitled to cast the votes of the member country which he
represents. Except as otherwise specifically provided in this Agreement, all matters
before the Board of Governors shall be decided by a majority of the total voting power of
the Member countries.
c) In voting in the Board of Executive
Directors:
i) the appointed director shall be
entitled to cast the number of votes of the member country which appointed him;
ii) each elected director shall be
entitled to cast the number of votes that counted toward his election, which votes shall
be cast as a unit; and
iii) except as otherwise specifically
provided in this Agreement, all matters before the Board of Executive Directors shall be
decided by a majority of the total voting power of the member countries.
Section 5. President, Executive Vice
President, and Staff
a) The Board of Governors, by an
absolute majority of the total number of governors representing not less than a majority
of the total voting power of the member countries, shall elect a President of the Bank
who, while holding office, shall not be a governor or an executive director or alternate
for either.
Under the direction of the Board of
Executive Directors, the President of the Bank shall conduct the ordinary business of the
Bank and shall be chief of its staff. He also shall be the presiding officer at meetings
of the Board of Executive Directors, but shall have no vote, except that it shall be his
duty to cast a deciding vote when necessary to break a tie.
The President of the Bank shall be the
legal representative of the Bank. The term of office of the President of the Bank shall be
five years, and he may be reelected to successive terms. He shall cease to hold office
when the Board of Governors so decides by a majority of the total voting power of the
member countries.
b) The Executive Vice President shall be
appointed by the Board of Executive Directors on the recommendation of the President of
the Bank. Under the direction of the Board of Executive Directors and the President of the
Bank, the Executive Vice President shall exercise such authority and perform such
functions in the administration of the Bank as may be determined by the Board of Executive
Directors. In the absence or incapacity of the President of the Bank, the Executive Vice
President shall exercise the authority and perform the functions of the President.
The Executive Vice President shall
participate in meetings of the Board of Executive Directors but shall have no vote at such
meetings, except that he shall cast the deciding vote, as provided in paragraph (a) of
this section, when he is acting in place of the President of the Bank.
c) In addition to the Vice President
referred to in Article IV, Section 8 (b), the Board of Executive Directors may, on
recommendation of the President of the Bank, appoint other Vice Presidents who shall
exercise such authority and perform such functions as the Board of Executive Directors may
determine.
d) The President, officers, and staff of
the Bank, in the discharge of their offices, owe their duty entirely to the Bank and shall
recognize no other authority. Each member of the Bank shall respect the international
character of this duty.
e) The paramount consideration in the
employment of the staff and in the determination of the conditions of service shall be the
necessity of securing the highest standards of efficiency, competence, and integrity. Due
regard shall be paid to the importance of recruiting the staff on as wide a geographical
basis as possible.
f) The Bank, its officers and employees
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 or members concerned. Only
economic considerations shall be relevant to their decisions, and these considerations
shall be weighed impartially in order to achieve the purpose and functions stated in
Article I.
Section 6. Publication of Reports and
Provision of Information
a) The Bank shall publish an annual
report containing an audited statement of the accounts. It shall also transmit quarterly
to the members a summary statement of the financial position and a profit-and-loss
statement showing the results of its ordinary operations.
b) The Bank may also publish such other
reports as it deems desirable to carry out its purpose and functions.
ARTICLE IX
WITHDRAWAL AND SUSPENSION OF MEMBERS
Section 1. Right to Withdraw
Any member may withdraw from the Bank
by delivering to the Bank at its principal office written notice of its intention to do
so. Such withdrawal shall become finally effective on the date specified in the notice but
in no event less than six months after the notice is delivered to the Bank. However, at
any time before the withdrawal becomes finally effective, the member may notify the Bank
in writing of the cancellation of its notice of intention to withdraw.
After withdrawing, a member 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, including those specified in Section 3 of
this article. However, if the withdrawal becomes finally effective, the member shall not
incur any liability for obligations resulting from operations of the Bank effected after
the date on which the withdrawal notice was received by the Bank.
Section 2. Suspension of Membership
If a member fails to fulfill any of
its obligations to the Bank, the Bank may suspend its membership by decision of the Board
of Governors by a two-thirds majority of the total number of governors representing not
less than three fourths of the total voting power of the member countries.
The member so suspended shall
automatically cease to be a member of the Bank one year from the date of its suspension
unless the Board of Governors decides by the same majority to terminate the suspension.
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.
Section 3. Settlement of Accounts
a) After a country ceases to be a
member, it no longer shall share in the profits or losses of the Bank, nor shall it incur
any liability with respect to loans and guarantees entered into by the Bank thereafter.
However, it shall remain liable for all amounts it owes the Bank and for its contingent
liabilities to the Bank so long as any part of the loans or guarantees contracted by the
Bank before the date on which the country ceased to be a member remains outstanding.
b) When a country ceases to be a member,
the Bank shall arrange for the repurchase of such country's capital stock as a part of the
settlement of accounts pursuant to the provisions of this section; but the country shall
have no other rights under this Agreement except as provided in this section and in
Article XIII, Section 2.
c) The Bank and the country ceasing to be
a member may agree on the repurchase of the capital stock on such terms as are deemed
appropriate in the circumstances, without regard to the provisions of the following
paragraph. Such agreement may provide, among other things, for a final settlement of all
obligations of the country to the Bank.
d) If the agreement referred to in the
preceding paragraph has not been consummated within six months after the country ceases to
be a member or such other time as the Bank and such country may agree upon, the repurchase
price of such country's capital stock shall be its book value, according to the books of
the Bank, on the date when the country ceased to be a member. Such repurchase shall be
subject to the following conditions:
i) As a prerequisite for payment, the
country ceasing to be a member shall surrender its stock certificates, and such payment
may be made in such installments, at such times and in such available currencies as the
Bank determines, taking into account the financial position of the Bank.
ii) Any amount which the Bank owes the
country for the repurchase of its capital stock shall be withheld to the extent that the
country or any of its subdivisions or agencies remains liable to the Bank as a result of
loan or guarantee operations. The amount withheld may, at the option of the Bank, be
applied on any such liability as it matures. However, no amount shall be withheld on
account of the country's contingent liability for future calls on its subscription
pursuant to Article II, Section 4 (a) (ii).
iii) If the Bank sustains net losses on
any loans or participations, or as a result of any guarantees, outstanding on the date the
country ceased to be a member, and the amount of such losses exceeds the amount of the
reserves provided therefor on such date, such country shall repay on 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 book value of the shares, according to the books of the Bank,
was determined. In addition, the former member shall remain liable on any call pursuant to
Article II, Section 4 (a) (ii), to the 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 had been determined
e) In no event shall any amount due to a
country for its shares under this section be paid until six months after the date upon
which the country ceases to be a member. If within that period the Bank terminates
operations all rights of such country shall be determined by the provisions of Article X,
and such country shall be considered still a member of the Bank for the purposes of such
article except that it shall have no voting rights.
ARTICLE X
SUSPENSION AND TERMINATION OF OPERATIONS
Section 1. Suspension of Operations
In an emergency the Board of Executive
Directors may suspend operations in respect of new loans and guarantees until such time as
the Board of Governors may have an opportunity to consider the situation and take
pertinent measures.
Section 2. Termination of Operations
The Bank may terminate its operations
by a decision of the Board of Governors by a two-thirds majority of the total number of
governors representing not less than three fourths of the total voting power of the member
countries. After such termination of operations the Bank shall forthwith cease all
activities, except those incident to the conservation, preservation, and realization of
its assets and settlement of its obligations.
Section 3. Liability of Members and
Payment of Claims
a) The liability of all members
arising from the subscriptions to the capital stock of the Bank and in respect to the
depreciation of their currencies shall continue until all direct and contingent
obligations shall have been discharged.
b) All creditors holding direct claims
shall 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 Executive Directors shall make such arrangements as are necessary, in its
judgment, to ensure a pro rata distribution among holders of direct and contingent claims.
Section 4. Distribution of Assets
a) 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 a decision of the Board of Governors by a two-thirds
majority of the total number of governors representing not less than three fourths of the
total voting power of the member countries.
b) Any distribution of the assets of the
Bank to the members shall be in proportion to 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 of its obligations to the Bank.
c) Any member receiving assets distributed
pursuant to this article shall enjoy the same rights with respect to such assets as the
Bank enjoyed prior to their distribution.
ARTICLE XI
STATUS, IMMUNITIES AND PRIVILEGES
Section 1. Scope of Article
To enable the Bank to fulfill its
purpose and the functions with which it is entrusted, the status, immunities, and
privileges set forth in this article shall be to the Bank in the territories of each
member.
Section 2. Legal Status
The Bank shall possess 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.
Section 3. Judicial Proceedings
Actions may be brought against the
Bank only in a court of competent jurisdiction in the territories of a member in which the
Bank has an office, has appointed an agent for the purpose of accepting service or notice
of process, or has issued or guaranteed securities.
No action shall be brought against the
Bank by members or persons acting for or deriving claims from members. However, member
countries shall have recourse to such special procedures to settle controversies between
the Bank and its members as may be prescribed in this Agreement, in the by-laws and
regulations of the Bank or in contracts entered into with the Bank.
Property and assets of the Bank shall,
wheresoever located and by whomsoever held, be immune from all forms of seizure,
attachment or execution before the delivery of final judgment against the Bank.
Section 4. Immunity of Assets
Property and assets of the Bank,
wheresoever located and by whomsoever held, shall be considered public international
property and shall be immune from search, requisition, confiscation, expropriation or any
other form of taking or foreclosure by executive or legislative action.
Section 5. Inviolability of Archives
The archives of the Bank shall be
inviolable.
Section 6. Freedom of Assets from
Restrictions
To the extent necessary to carry out
the purpose and functions of the Bank and to conduct its operations in accordance with
this Agreement, all property and other assets of the Bank shall be free from restrictions,
regulations, controls and moratoria of any nature, except as may otherwise be provided in
this Agreement.
Section 7. Privilege for Communications
The official communications of the
Bank shall be accorded by each member the same treatment that it accords to the official
communications of other members.
Section 8. Personal Immunities and
Privileges
All governors, executive directors,
alternates, officers and employees of the Bank shall have the following privileges and
immunities:
a) Immunity from legal process with
respect to acts performed by them in their official capacity, except when the Bank waives
this immunity.
b) When not local nationals, the same
immunities from immigration restrictions, alien registration requirements and national
service obligations and the same facilities as regards exchange provisions as are accorded
by members to the representatives, officials, and employees of comparable rank of other
members.
c) The same privileges in respect of
traveling facilities as are accorded by members to representatives, officials, and
employees of comparable rank of other members.
Section 9. Immunities from Taxation
a) The Bank, its property, other
assets, income, and the operations and transactions it carries out pursuant to this
Agreement, shall be immune from all taxation and from all customs duties. The Bank shall
also be immune from any obligation relating to the payment, withholding or collection of
any tax, or duty.
b) No tax shall be levied on or in respect
of salaries and emoluments paid by the Bank to executive directors, alternates, officials
or employees of the Bank
c) 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:
i) which discriminates against such
obligation or security solely because it is issued by the Bank; or
ii) if the sole jurisdictional basis for
such taxation is the place or currency in which it is issued, made payable or paid, or the
location of any office or place of business maintained by the Bank.
d) 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:
i) which discriminates against such
obligation or security solely because it is guaranteed by the Bank; or
ii) if the sole jurisdictional basis for
such taxation is the location of any office or place of business maintained by the Bank.
Section 10. Implementation
Each member, in accordance with its
juridical system, shall take such action as is necessary to make effective in its own
territories the principles set forth in this article, and shall inform the Bank of the
action which it has taken on the matter.
ARTICLE XII
AMENDMENTS
a) This Agreement may be amended only
by decision of the Board of Governors by a two-thirds majority of the total number of
governors representing not less than three fourths of the total voting power of the member
countries.
b) Notwithstanding the provisions of the
preceding paragraph, the unanimous agreement of the Board of Governors shall be required
for the approval of any amendment modifying:
i) the right to withdraw from the Bank as
provided in Article IX, Section 1;
ii) the right to purchase capital stock of
the Bank and to contribute to the Fund as provided in Article II, Section 3 (b) and in
Article IV, Section 3 (g), respectively; and
iii) the limitation on liability as
provided in Article II, Section 3 (d) and Article IV, Section 5.
c) Any proposal to amend this Agreement,
whether emanating from a member or the Board of Executive Directors, shall be communicated
to the Chairman of the Board of Governors, who shall bring the proposal before the Board
of Governors. When an amendment has been adopted, the Bank shall so certify in an official
communication addressed to all members. Amendments shall enter into force for all members
three months after the date of the official communication unless the Board of Governors
shall specify a different period.
ARTICLE XIII
INTERPRETATION AND ARBITRATION
Section 1. Interpretation
a) Any question of interpretation of
the provisions of this Agreement arising between any member and the Bank or between any
members of the Bank shall be submitted to the Board of Executive Directors for decision.
Members especially affected by the
question under consideration shall be entitled to direct representation before the Board
of Executive Directors as provided in Article VIII, Section 3 (g).
b) In any case where the Board of
Executive Directors has given a decision under (a) above, any member may require that the
question be submitted 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 o£ the Board of Executive Directors.
Section 2. Arbitration
If a disagreement should arise between
the Bank and a country which has ceased to be a member, or between the Bank and any member
after adoption of a decision to terminate the operation of the Bank, such disagreement
shall be submitted to arbitration by a tribunal of three arbitrators. One of the
arbitrators shall be appointed by the Bank, another by the country concerned, and the
third, unless the parties otherwise agree, by the Secretary General of the Organization of
American States. If all efforts to reach a unanimous agreement fail, decisions shall be
made by a majority vote of the three arbitrators.
The third arbitrator shall be empowered to
settle all questions of procedure in any case where the parties are in disagreement with
respect thereto.
ARTICLE XIV
GENERAL PROVISIONS
Section 1. Principal Office
The principal office of the Bank shall
be located in Washington, District of Columbia, United States of America.
Section 2. Relations with other
Organizations
The Bank may enter into arrangements
with other organizations with respect to the exchange of information or for other purposes
consistent with this Agreement.
Section 3. Channel of Communication
Each member shall designate an
official entity for purposes of communication with the Bank on matters connected with this
Agreement.
Section 4. Depositories
Each member shall designate its
central bank as a depository in which the Bank may keep its holdings of such member's
currency and other assets of the Bank. If a member has no central bank, it shall, in
agreement with the Bank, designate another institution for such purpose.
ARTICLE XV
FINAL PROVISIONS
Section 1. Signature and Acceptance
a) This Agreement shall be deposited
with the General Secretariat of the Organization of American States, where it shall remain
open until December 31, 1959, for signature by the representatives of the countries listed
in Annex A. Each signatory country shall deposit with the General Secretariat of the
Organization of American States an instrument setting forth that it has accepted or
ratified this Agreement in accordance with its own laws and has taken the steps necessary
to enable it to fulfill all of its obligations under this Agreement.
b) The General Secretariat of the
Organization of American States shall send certified copies of this Agreement to the
members of the Organization and duly notify them of each signature and deposit of the
instrument of acceptance or ratification made pursuant to the foregoing paragraph, as well
as the date thereof.
c) At the time the instrument of
acceptance or ratification is deposited on its behalf, each country shall deliver to the
General Secretariat of the Organization of American States, for the purpose of meeting
administrative expenses of the Bank, gold or United States dollars equivalent to one tenth
of one per cent of the purchase price of the shares of the Bank subscribed by it and of
its quota in the Fund. This payment shall be credited to the member on account of its
subscription and quota prescribed pursuant to Articles II, Section 4 (a) (I), and IV,
Section 3 (d) (I). At any time on or after the date on which its instrument of acceptance
or ratification is deposited, any member may make additional payments to be credited to
the member on account of its subscription and quota prescribed pursuant to Articles II and
IV. The General Secretariat of the Organization of American States shall hold all funds
paid under this paragraph in a special deposit account or accounts and shall make such
funds available to the Bank not later than the time of the first meeting of the Board of
Governors held pursuant to Section 3 of this article. If this Agreement has not come into
force by December 31, 1959, the General Secretariat of the Organization of American States
shall return such funds to the countries s that delivered them.
d) On or after the date on which the Bank
commences operations, the General Secretariat of the Organization of American States may
receive the signature and the instrument of acceptance or ratification of this Agreement
from any country whose membership has been approved in accordance with Article II. Section
1 (b).
Section 2. Entry into Force
a) This Agreement shall enter into
force when it has been signed and instruments of acceptance or ratification have been
deposited, in accordance with Section 1 (a) of this article, by representatives of
countries whose subscriptions comprise not less than 85 per cent of the total
subscriptions set forth in Annex A.
b) Countries whose instruments of
acceptance or ratification were deposited prior to the date on which the agreement entered
into force shall become members on that date. Other countries shall become members on the
dates on which their instruments of acceptance or ratification are deposited.
Section 3. Commencement of Operations
a) The Secretary General of the
Organization of American States shall call the first meeting of the Board of Governors as
soon as this Agreement enters into force under Section 2 of this article.
b) At the first meeting of the Board of
Governors arrangements shall be made for the selection of the executive directors and
their alternates in accordance with the provisions of Article VIII, Section 3, and for the
determination of the date on which the Bank shall commence operations. Notwithstanding the
provisions of Article VIII, Section 3, the governors, if they deem it desirable, may
provide that the first term to be served by such directors may be less than three years.
DONE at the city of Washington, District
of Columbia, United States of America, in a single original, dated April 8, 1959, whose
English, French, Portuguese, and Spanish texts are equally authentic.
ANNEX A
SUBSCRIPTIONS TO AUTHORIZED CAPITAL STOCK OF THE BANK
(In shares of US$10, 000 each)
COUNTRY |
PAID-in Capita
Shares |
Callable Shares |
Total Subscription |
Argentina |
5,157 |
5,157 |
10,314 |
Bolivia |
414 |
414 |
828 |
Brazil |
5,157 |
5,157 |
10,314 |
Chile |
1,416 |
1,416 |
2,832 |
Colombia |
1,415 |
1,415 |
2,830 |
Costa Rica |
207 |
207 |
414 |
Cuba |
1,842 |
1,842 |
3,684 |
Dominican
Republic |
276 |
276 |
552 |
Ecuador |
276 |
276 |
552 |
El Salvador |
207 |
207 |
414 |
Guatemala |
276 |
276 |
552 |
Haiti |
207 |
207 |
414 |
Honduras |
207 |
207 |
414 |
Mexico |
3,315 |
3,315 |
6,630 |
Nicaragua |
207 |
207 |
414 |
Panama |
207 |
207 |
414 |
Paraguay |
207 |
207 |
414 |
Peru |
691 |
691 |
1,382 |
United States of
America |
15,000 |
20,000 |
35,000 |
Uruguay |
553 |
553 |
1,106 |
Venezuela |
2,763 |
2,763 |
5,526 |
Total |
40,000 |
45,000 |
85,000 |
ANNEX B
CONTRIBUTION QUOTAS FOR THE FUND FOR SPECIAL OPERATIONS
(In thousands of US$)
_
Country |
Quota |
Argentina |
10,314 |
Bolivia |
828 |
Brazil |
10,314 |
Chile |
2,832 |
Colombia |
2,830 |
Costa Rica |
414 |
Cuba |
3,684 |
Dominican Republic |
552 |
Ecuador |
552 |
Guatemala |
552 |
Haiti |
414 |
Honduras |
414 |
Mexico |
6,630 |
Nicaragua |
414 |
Panama |
414 |
Paraguay |
414 |
Peru |
1,382 |
United States of America |
10,000 |
Uruguay |
1,106 |
Venezuela |
5,526 |
Total: |
150,000 |
ANNEX C
ELECTION OF EXECUTIVE DIRECTORS
(a) The six executive directors
referred to in Article VIII, Section 3 (b) (ii) shall be elected by the governors eligible
to vote for that purpose.
(b) Each governor shall cast in favor of a
single person all the votes to which the member he represents is entitled under Article
VIII, Section 4.
(c) In the first place, as many ballots as
are necessary shall be taken until each of four candidates receives a number of votes that
represents a percentage not less than the sum of the percentages appertaining to the
country with the greatest voting power and to the country with the least voting power. For
the purposes of this paragraph, the total voting power of the countries entitled to
participate in the voting provided for under this annex shall be counted as 100 per cent.
(d) In the second place, governors whose
votes have not been cast in favor of any of the directors elected under paragraph © of
this annex shall elect the other two directors on the basis of one vote for each governor.
The two candidates who each receive a greater number of votes than any other candidate, on
the same ballot, shall be elected executive directors, and the balloting shall be repeated
until this occurs. After the balloting has been completed, each governor who did not vote
for either of the candidates elected shall assign his vote to one of them.
The number of votes under Article VIII,
Section 4, of each governor who has voted for or assigned his vote to a candidate elected
hereunder shall be deemed for the purposes of Article VIII, Section 4 (c) (ii) to have
counted toward the election of such candidate.
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