prop · GO0339 · 2001-01-01 00:00:00 — (g) Governors and Alternate Governors shall serve as such without compensation from the Corporation. Voting (a) Each member shall have one vote for each fully paid share held by it and for each callable share subscribed. (b) Except as otherwise provided, all matters before or shall be decided by a majority of the votes of the members. (a) shall be responsible for the conduct of the operations of the Corporation and for this purpose shall exercise all the powers given it by this Agreement or delegated to it by . (b) The Executive Directors and Alternates shall be elected or appointed among the Executive Directors and Alternates of the Bank except when: (i) a member country or a group of member countries of the Corporation is represented in by an Executive Director and an Alternate which are citizens of countries which are not members of the Corporation; and (ii) given the different structure of participation and composition, the member countries referred to in (c)(iii) below, as per the rotation arrangement agreed upon among said member countries, designate their own representatives for the positions corresponding to them in , whenever they could not be adequately represented by Directors or Alternates of the Bank. (c) shall be composed as follows: (i) one Executive Director shall be appointed by the member country having the largest number of shares in the Corporation; (ii) nine Executive Directors shall be elected by the Governors for the regional developing member countries; (iii) two Executive Directors shall be elected by the Governors for the remaining member countries. The procedure for the election of Executive Directors shall be set forth in the Regulations to be adopted by by a majority of at least two-thirds of the votes of the members. One additional Executive Director may be elected by the Governors for the member countries mentioned in (iii) above under such conditions and within the term to be established under said Regulations and, in the event that such conditions were not met, by the Governors for the regional developing member countries, in conformity with the provisions of said Regulations. Each Executive Director may designate an Alternate Director who shall have full power to act for him when he is not present. (d) No Executive Director may simultaneously serve as a Governor of the Corporation. (e) Elected Executive Directors shall be elected for terms of three years and may be reelected for successive terms. (f) Each Director shall be entitled to cast the number of votes which the member or members of the Corporation whose votes counted towards his nomination or election are entitled to cast. (g) All the votes which a Director is entitled to cast shall be cast as a unit. (h) In the event of the temporary absence of an Executive Director and his Alternate, the Executive Director or, in his absence the Alternate Director may appoint a person to represent him. (i) A Director shall cease to hold office if all the members whose votes counted towards his nomination or election cease to be members of the Corporation. (j) shall operate at the headquarters of the Corporation, or exceptionally at such other location as shall be designated by said Board, and shall meet as frequently as the business of the institution requires. (k) A quorum for any meeting of shall be a majority of the Directors representing not less than two-thirds of the votes of the members. (l) member of the Corporation may send a representative to attend every meeting of when a matter especially affecting that member is under consideration. Such right of representation shall be regulated by . shall determine the basic organization of the Corporation, including the number and general responsibilities of the principal administrative and professional positions, and shall adopt the budget of the institution. (a) shall be composed as follows: (i) one person who is the Director or Alternate appointed by the member country having the largest number of shares in the Corporation; (ii) two persons from among the Directors representing the regional developing member countries of the Corporation; and (iii) one person from the Directors representing the other member countries. The election of members of and their Alternates in categories (ii) and (iii) above shall be made by the members of each respective group pursuant to procedures to be worked out within each group. (b) The Chairman of shall preside over meetings of said Committee. In his absence, a member of the Committee chosen by a process of rotation shall preside over meetings. (c) shall consider all loans and investments by the Corporation in enterprises in the member countries. (d) All loans and investments shall require the vote of a majority of . A quorum for any meeting of the Committee shall be three. An absence or abstention shall be considered a negative vote. (e) A report with respect to each operation approved by the Committee shall be submitted to . At the request of any Director, such operation shall be presented to vote. In the absence of such request within the period established by the Board, an operation shall be deemed approved by the Board. (f) In the event that there is a tie vote regarding a proposed operation, such proposal shall be returned to Management for further review and analysis; if upon reconsideration in the Committee, a tie vote shall again occur, the Chairman of shall have the right to cast the deciding vote in the Committee. (g) In the event that the Committee shall reject an operation, , upon the request of any Director, may require that Management''''s report on such operation, together with a summary of the Committee''''s review, be submitted to anti possible recommendation with regard to the technical and policy issues related to the operation and to comparable operations in the future. Chairman, and Officers (a) The President of the Bank shall be ex-officio Chairman of . He shall preside over meetings of but without the right to vote except in the event of a tie. He may participate in meetings of , but shall not vote at such meetings. (b) The General of the Corporation shall be appointed by , by a four-fifths majority of the total voting power, on the recommendation of the Chairman of , for such term as he shall indicate. The General be chief of the officers and staff of the Corporation. Under the direction of general supervision of the Chairman of , he will conduct the ordinary business of the Corporation and, in consultation with of , shall be responsible for the organization, appointment and dismissal of the officers and staff. The General may participate in meetings of but shall not vote at such meetings. The General cease to hold office by resignation or by decision of , by a three- fifths majority of the total voting power, in which the Chairman of concurs. (c) Whenever activities must be carried out that require specialized knowledge or cannot be handled by the regular staff of the Corporation, the Corporation shall obtain technical assistance from the staff of the Bank, or if it is unavailable, the services of experts and consultants may be engaged on a temporary basis. (d) The officers and staff of the Corporation owe their duty entirely to the Corporation in the discharge of their office and shall recognize no other authority. Each member country shall respect the international character of such obligation. (e) shall have due regard for the need to assure the highest standards of efficiency, competence and integrity as the consideration in appointing the staff of the Corporation and in establishing their conditions of service. regard shall also be paid to the importance of recruiting the staff on as wide a geographic basis as possible, taking into account the regional character of the institution. Relations with the Bank (a) shall be an entity separate and distinct from the Bank. The funds of the Corporation shall be kept separate and apart from those of the Bank. The provisions of this Section shall not prevent the Corporation from making arrangements with the Bank regarding facilities, personnel, services and others concerning reimbursement of administrative expenses paid by either organization on behalf of the other. (b) shall seek insofar as possible to utilize the facilities, installations and personnel of the Bank. (c) Nothing in this Agreement shall make the Corporation liable for the acts or obligations of the Bank, or the Bank liable for the acts or obligations of the Corporation. Publication of Annual Reports and Circulation of Reports (a) shall publish an annual report containing an audited statement of its accounts. It shall also send the members a quarterly summary of its financial position and a profit and loss statement indicating the results of its operations. (b) may also publish any such other reports as it deems appropriate in order to carry out its purpose and functions. Dividends (a) may determine what part of the Corporation''''s net income and surplus, after making provision for reserves, shall be distributed as dividends. (b) Dividends shall be distributed pro rata in proportion to paid-in capital stock held by each member. (c) Dividends shall be paid in such and in such currency or currencies as the Corporation may determine Article V WITHDRAWAL AND SUSPENSION OF MEMBERS of Withdrawal (a) member may withdraw from the Corporation by notifying the Corporation''''s principal office in writing of its intention to do so. Such withdrawal shall become effective on the date specified in the notice but in no event prior to six months from the date on which such notice was delivered to the Corporation. At any time before the withdrawal becomes effective, the member may, upon written notice to the Corporation, renounce its intention to withdraw. (b) Even after withdrawing, a member shall remain liable for all obligations to the Corporation 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 effective, a member shall not incur any liability for obligations resulting from operations of the Corporation effected after the date on which the withdrawal notice was received by the latter. Suspension of Membership (a) A member that fails to fulfill any of its obligations to the Corporation under this Agreement may be suspended by decision of by a majority representing at least three-fourths of the votes of the members, which shall include two-thirds of the Governors. (b) A member so suspended shall automatically cease to be a member of the Corporation within one year from the date of suspension unless decides, by the same majority specified in paragraph (a) preceding, to lift the suspension. (c) While under suspension, a member may exercise none of the rights conferred upon it by this Agreement, except the right of withdrawal, but it shall remain subject to fulfillment of all its obligations. Terms of Withdrawal from Membership (a) From the time its membership ceases, a member shall no longer share in the profits or losses of the institution and shall incur no liability with respect to loans and guarantees entered into by the Corporation thereafter. shall arrange for the repurchase of such member''''s capital stock as part of the settlement of accounts with it in accordance with the provisions of this Section. (b) and a member may agree on the withdrawal from membership and the repurchase of shares of said member on terms appropriate under the circumstances. If such agreement is not reached within three months after the date on which such member expresses its to withdraw from membership, or within a term agreed upon between both parties, the repurchase price of the member''''s shares shall be equal to the book value thereof on the date when the member ceases to belong to the institution, such book value to be determined by the Corporation''''s audited financial statements. (c) Payment for shares shall be made, upon surrender of the corresponding share certificates, in such installments and at such times and in such available currencies as the Corporation shall determine, taking into account its financial position. (d) No amount due to a former member for its shares under this Section may be paid until one month after the date upon which such member ceases to belong to the institution. If within that period the Corporation suspends operations, the rights of such member shall be determined by the provisions of Article VI and the member shall be considered still a member of the Corporation for purposes of said Article, except that it shall have no voting rights. Article VI SUSPENSION AND TERMINATION OF OPERATIONS Suspension of Operations In an emergency may suspend operations in respect of new investments, loans and guarantees until such time as has the opportunity to consider the situation and take pertinent measures. Termination of Operations (a) may terminate its operations by decision of by a majority representing at least three-fourths of the votes of the members, which shall include two-thirds of the Governors. Upon termination of operations, the Corporation shall forthwith cease all activities except those incident to the conservation, preservation and realization of its assets and settlement of its obligations. (b) Until final settlement of such obligations and distribution of such assets, the Corporation shall remain in existence and all mutual rights and obligations of the Corporation and its members under this Agreement shall continue unimpaired, except that no member shall be suspended or withdraw and that no distribution shall be made to members except as provided in this Article. Liability of Members and Payment of Debts (a) The liability of members arising from capital subscriptions shall remain in force until the Corporation''''s obligations, including contingent obligations, are settled. (b) All creditors holding direct claims shall be paid out of the assets of the Corporation to which such obligations are chargeable and then out of payments to the Corporation on unpaid capital subscriptions to which such claims are chargeable. Before making any payments to creditors holding direct claims, shall make such arrangements as are necessary in its judgement to ensure a pro rata distribution among holders of direct and contingent claims. (a) No distribution of assets shall be made to members on account of the shares held by them in the Corporation until all liabilities to creditors chargeable to such shares have been discharged or provided for. Moreover, such distribution must be approved by a decision of by a majority representing at least three-fourths of the votes of the members, which shall include two-thirds of the Governors. (b) distribution of assets to the members shall be in proportion to the number of shares held and shall be effected at such times and under such conditions as the Corporation deems fair and equitable. The proportions of assets distributed need not be uniform as to type of assets. No member shall be entitled to receive its proportion in such distribution of assets until it has settled all its obligations to the Corporation. (c) member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Corporation enjoyed prior to their distribution. Article VII JURIDICAL PERSONALITY, IMMUNITIES, EXEMPTIONS AND PRIVILEGES Scope To enable the Corporation to fulfill its purpose and the functions with which it is entrusted, the status, immunities, exemptions and privileges set forth in this Article shall be accorded to the Corporation in the territories of each member country. 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 and administrative proceedings. Judicial Proceedings (a) Actions may be brought against the Corporation only in a court of competent jurisdiction in the territories of a member country in which the Corporation 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 Corporation by members or persons acting for or deriving claims from member countries. However, such countries or persons shall have recourse to such special procedures to settle controversies between the Corporation and its member countries as may be prescribed in this Agreement, in the by-laws and regulations of the Corporation or in contracts entered into with the Corporation. (b) Property and assets of the Corporation 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 Corporation. Property and assets of the Corporation, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action. Inviolability of Archives The archives of the Corporation shall be inviolable. Freedom of Assets from Restrictions To the extent necessary to enable the Corporation to carry out its purpose and functions and to conduct its operations in accordance with this Agreement, all property and other assets of the Corporation shall be free from restrictions, regulations, controls and moratoria of any nature, except as may otherwise be provided in this Agreement. Privilege for Communications The official communications of the Corporation shall be accorded by each member country the same treatment that it accords to the official communications of other members. Personal Immunities and Privileges All Governors, Executive Directors, Alternates, officers, and employees of the Corporation 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 Corporation waives this immunity; (b) When not local nationals, the same immunities from immigration restrictions, alien registration requirements and military service obligations and the same facilities as regards exchange provisions as are accorded by a member country to the representatives, officials, and employees of comparable rank of other member countries; and (c) The same privileges in respect of traveling facilities as are accorded by member countries to representatives, officials, and employees of comparable rank of other member countries . Immunities from Taxation (a) , its property, other assets, income, and the operations and transactions it out pursuant to this Agreement, shall be immune from all taxation and from all customs duties. 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 Corporation to officials or employees of the Corporation who are not local citizens or other local nationals. (c) No tax of any kind shall be levied on any obligation or security issued by the Corporation, including any dividend or interest thereon, by whomsoever held: (i) which discriminates against such obligation or security solely because it is issued by the Corporation; 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 Corporation. (d) No tax of any kind shall be levied on any obligation or security guaranteed by the Corporation, including any dividend or interest thereon, by whomsoever held: (i) which discriminates against such obligation or security solely because it is guaranteed by the Corporation; or (ii) if the sole jurisdictional basis for such taxation is the location of any office or place of business maintained by the Corporation. Implementation Each member country, 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 Corporation of the action which it has taken on the matter. in its discretion may waive any of the privileges or immunities conferred under this Article to such extent and upon such conditions as it may determine. Amendments (a) This Agreement may be amended only by decision of by a majority representing at least four-fifths of the votes of the members, which shall include two-thirds of the Governors. (b) Notwithstanding the provisions of (a) above, the unanimous agreement of shall be required for the approval of any amendment modifying: (i) the right to withdraw from the Corporation as provided in Article V, Section 1; (ii) the right to purchase shares of the Corporation as provided in Article II, Section 5; and (iii) the limitation on liability as provided in Article II, Section 6. (c) proposal to amend this Agreement, whether emanating from a member country or , shall be communicated to the Chairman of , who shall bring the proposal before . When an amendment has been adopted, the Corporation 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 shall specify a different period. Article IX INTERPRETATION AND ARBITRATION Interpretation (a) question of interpretation of the provisions of this Agreement arising between any member and the Corporation or between members shall be submitted to for decision. Members especially affected by the question under consideration shall be entitled to direct representation before as provided in Article IV, Section 4, paragraph (1). (b) In any case where has given a decision under the above paragraph, any member may require that the question be submitted to , whose decision shall be final. Pending the decision of , the Corporation may, insofar as it deems it necessary, act on the basis of the decision of . Arbitration If a disagreement should arise between the Corporation and a member which has ceased to be such, or between the Corporation and any member after adoption of a decision to terminate the operations of the institution, such disagreement shall be submitted to arbitration by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Corporation, another by the member concerned, and the third, unless the parties otherwise agree, by the President of the International Court of . If all efforts to reach a unanimous agreement fail, decisions shall be reached 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 X GENERAL PROVISIONS Headquarters of the Corporation The headquarters of the Corporation shall be located in the same locality as the headquarters of the Bank. may establish other offices in the territories of any of its member countries by a majority representing at least two- thirds of the votes of the members. Relations with may enter into agreements with other organizations for purposes consistent with this Agreement. Channels of Communication Each member shall designate an official entity for purposes of communication with the Corporation on matters connected with this Agreement. Article XI FINAL PROVISIONS Signature and Acceptance (a) This Agreement shall be deposited with the Bank, where it shall remain open for signature by the representatives of the countries listed in until , 1985 or such later date as shall be established by .