Multilateral Investment
Guarantee Agency

By-Laws(Adopted by the Council of Governors June 8, 1988,
Amended by the Council of Governors April 3, 2003 and May 17, 2021)

WASHINGTON, D.C.

Table of Contents
SECTION 1. Meetings of the Council of Governors ........................................................................ 1
SECTION 2. Notice of Meetings of the Council of Governors ........................................................ 1
SECTION 3. Attendance at Meetings of the Council of Governors................................................. 2
SECTION 4. Agenda of Meetings of the Council of Governors ...................................................... 2
SECTION 5. Selection of Chair and Vice-Chair .............................................................................. 2
SECTION 6. Secretary and Minutes................................................................................................. 2
SECTION 7. Annual Report ............................................................................................................. 3
SECTION 8. Voting.......................................................................................................................... 3
SECTION 9. Voting Without Meeting ............................................................................................. 3
SECTION 10. The Board of Directors ............................................................................................. 3
SECTION 11. Terms of Service ....................................................................................................... 4
SECTION 12. Delegation of Authority ............................................................................................ 4
SECTION 13. Policy Guidelines, Rules and Regulations ................................................................ 4
SECTION 14. Vacant Directorships ................................................................................................. 4
SECTION 15. Representation of Members Not Represented by a National in the Board of
Directors .................................................................................................................. 5
SECTION 16. Budget and Audits ..................................................................................................... 5
SECTION 17. Application for Membership by Non-Original Members ......................................... 5
SECTION 18. Suspension of Membership ....................................................................................... 6
SECTION 19. Amendment to By-Laws ........................................................................................... 6

MULTILATERAL INVESTMENT
GUARANTEE AGENCY
By-Laws(Adopted by the Council of Governors June 8, 1988,
Amended by the Council of Governors April 3, 2003 and May 17, 2021)
These By-Laws are adopted under the authority of, and are intended to be complementary to,
the Convention Establishing the Multilateral Investment Guarantee Agency (the Convention) andthey shall be construed accordingly. In the event of a conflict between anything in these By-Laws
and any provision or requirement of the Convention, the Convention shall prevail.
SECTION 1. Meetings of the Council of Governors(a) The annual meeting of the Council of Governors shall be held at such time and place as
the Council of Governors shall determine; provided, however, that, if the Board of Directors shall,because of special circumstances, deem it necessary to do so, the Board of Directors may change
the time and place of such annual meeting.
(b) Special meetings of the Council of Governors may be called at any time by the Councilof Governors or the Board of Directors and shall be called by the Board of Directors upon therequest of five members of the Agency or of members of the Agency having in the aggregate onefourth of the total voting power. Whenever any member of the Agency shall request the Board of
Directors to call a special meeting of the Council of Governors, the Chair of the Board of Directors
shall notify all members of the Agency of such request and of the reasons which shall have been
given therefor.
(c) A quorum for any meeting of the Council of Governors shall be a majority of theGovernors, exercising not less than two-thirds of the total voting power. Any meeting of the Councilof Governors at which a quorum shall not be present may be adjourned from time to time by amajority of the Governors present, and notice of the adjourned meeting need not be given.
(d) Except as otherwise specifically directed by the Council of Governors, the Chair of theCouncil of Governors jointly with the Chair of the Board of Directors shall have charge of all
arrangements for the holding of meetings of the Council of Governors.
SECTION 2. Notice of Meetings of the Council of Governors
The Chair of the Board of Directors shall cause notice of the time and place of each meetingof the Council of Governors to be given to each member of the Agency by any rapid means ofcommunication which shall be dispatched not less than forty-two days prior to the date set for suchmeeting, except that in urgent cases such notice shall be sufficient if dispatched by any rapid meansof communication not less than ten days prior to the date set for such meeting.

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SECTION 3. Attendance at Meetings of the Council of Governors(a) The Directors and their Alternates may attend all meetings of the Council of Governors
and may participate in such meetings, but a Director or an Alternate of a Director shall not be
entitled to vote at any such meeting unless entitled to vote as a Governor or as an Alternate or atemporary Alternate of a Governor.
(b) The Chair of the Council of Governors, in consultation with the Board of Directors, may
invite observers to attend any meeting of the Council of Governors.
SECTION 4. Agenda of Meetings of the Council of Governors(a) Under the direction of the Board of Directors, the Chair of the Board of Directors shallprepare an agenda for each meeting of the Council of Governors and shall cause the agenda to betransmitted to each member of the Agency with the notice of the meeting.
(b) Additional subjects may be placed on the agenda for any meeting of the Council ofGovernors by any Governor provided that the Governor shall give notice thereof to the Chair of theBoard of Directors not less than seven days prior to the date set for such meeting. In special
circumstances, the Chair of the Board of Directors, by direction of the Board of Directors, mayplace additional subjects on the agenda for any meeting of the Council of Governors. The Chair of
the Board of Directors shall cause notice of the addition of any subjects to the agenda for any
meeting of the Council of Governors to be given as promptly as possible to each member of the
Agency.
(c) The Council of Governors may at any time place any subject on the agenda for any
meeting of the Council of Governors even though the notice required by this Section shall not havebeen given.
SECTION 5. Selection of Chair and Vice-Chair(a) At each annual meeting the Council of Governors shall select a Governor to act as Chair
and at least two other Governors to act as Vice-Chair until the end of the next annual meeting.
(b) In the absence of the Chair, the Vice-Chair designated by the Chair shall act in the Chair’s
place.
SECTION 6. Secretary and Minutes
The Secretary of the Agency shall serve as Secretary of the Council of Governors and, under
the direction of the Chair of the Council of Governors, the Secretary shall be responsible for the
preparation of a summary record of proceedings of the Council of Governors which shall beavailable to all members and which shall be filed with the Board of Directors for its guidance.

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SECTION 7. Annual Report
The Board of Directors shall have the annual report of the Agency prepared for presentation
at the annual meeting of the Council of Governors. Such report shall discuss the operations andpolicies of the Agency and shall make recommendations to the Council of Governors on
outstanding issues.
SECTION 8. Voting(a) At any meeting the Chair of the Council of Governors may ascertain the sense of themeeting in lieu of a formal vote but the Chair shall require a formal vote upon the request of any
Governor. Whenever a formal vote is required, the written text of the motion shall be distributed tothe members present.
(b) No Governor or Alternate may vote at any meeting by proxy, but a member may makeprovision for the designation of a temporary Alternate to vote for the Governor at any meeting of
the Council of Governors at which the regularly designated Alternate is unable to be present.
SECTION 9. Voting Without Meeting(a) Whenever, in the judgment of the Board of Directors, any action by the Agency must be
taken by the Council of Governors which should not be postponed until the next annual meeting of
the Council of Governors and does not warrant the calling of a special meeting of the Council ofGovernors, the Board of Directors shall request the Governors to vote without meeting.
(b) The Board of Directors shall present to each member by any rapid means ofcommunication a motion embodying the proposed action.
(c) Votes shall be cast during such period as the Board of Directors may prescribe.
(d) At the expiration of the period prescribed for voting, the Board of Directors shall record
the results and the Chair of the Board of Directors shall notify all members. If the replies received
do not include a majority of the Governors exercising two-thirds of the total voting power, whichis required for a quorum of the Council of Governors, the motion shall be considered lost.
SECTION 10. The Board of Directors(a) The Board of Directors shall consist of fourteen Directors. The number of Directors may
be increased by the Council of Governors to take into account changes in membership. The initial
term of the first Directors to be elected shall run until October 31, 1989; subsequent terms of the
Directors shall be determined by the Council.
(b) The Board may appoint such committees as it deems advisable. Membership of suchcommittees need not be limited to Governors or Directors or their Alternates.

MIGA By-Laws

Page |4(c) In the event that both a Director and an Alternate of a Director are unable to attend any
meeting of the Board of Directors or a committee thereof, the Director may designate a temporary
Alternate Director to attend and act for the Director at such meeting.
SECTION 11. Terms of Service(a) Until such time as the Council decides that there shall be a resident Board of Directors
which functions in continuous session, Directors and their Alternates shall receive compensation
only for reasonable expenses incurred in attending meetings of the Board of Directors and in
performing other official functions on behalf of the Agency.
(b) The salary of the President of the Agency shall be determined by the Council of Governors
and shall be included in the President’s contract. The Agency shall also pay any reasonable
expenses incurred by the President in the interest of the Agency, including travel and transportation
expenses for the President, the President’s family and personal effects in moving once to the seatof the Agency during or immediately before the President’s term of office and in moving once fromthe seat during or immediately after the President’s term of office. The initial contract of the
President shall be for a term of five years. 1 Any renewal of the contract may be for the same or fora shorter term.
(c) An individual claiming reimbursement pursuant to this Section for any expenses incurredby the individual shall include in the individual’s claim a representation that said individual has notreceived and will not claim reimbursement in respect to those expenses from any other source.
SECTION 12. Delegation of Authority
The Board of Directors is authorized by the Council of Governors to exercise all the powersof the Agency except those reserved to the Council of Governors and the President by theConvention. The Board of Directors shall not take any action pursuant to powers delegated by theCouncil of Governors which is inconsistent with any action taken by the Council of Governors.
SECTION 13. Policy Guidelines, Rules and Regulations
The Board of Directors may adopt such policy guidelines, rules and regulations as may benecessary or appropriate to conduct the business of the Agency.
SECTION 14. Vacant Directorships(a) Whenever because of a vacancy a new Director must be elected, the Chair of the Board of
Directors shall notify the members who elected the former Director of the existence of the vacancy.
The Chair of the Board of Directors may convene a meeting of the Governors of such countries
exclusively for the purpose of electing a new Director; or the Chair may request nominations by
any rapid means of communication and conduct ballots by any rapid means of communication.
Successive ballots shall be cast until one candidate has a majority; and after each ballot, thecandidate with the smallest number of votes shall be dropped from the next ballot.
1
In case the Board of Directors appoints the President of the International Bank for Reconstruction and Development as the President of the
Agency, the term of the initial contract of the President shall coincide with the term of office of the President of the Bank.

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Page |5(b) When a new Director is named, the office of Alternate shall be deemed to be vacant andan Alternate shall be appointed by the newly elected Director.
SECTION 15. Representation of Members Not Represented by a National in the Board of
Directors
Whenever the Board of Directors is to consider a question of the type referred to in Article
56(a) of the Convention which particularly affects a member not otherwise represented by a nationalin the Board, the member shall be promptly informed by any rapid means of communication of thedate set for consideration of the question. No decision on the question shall be taken by the Boardof Directors until the member has been offered a reasonable opportunity to present its views and tobe heard at a meeting of the Board of Directors of which the member has had reasonable notice.
Any member, so electing, may waive this provision.
SECTION 16. Budget and Audits
In accordance with financial regulations to be adopted by the Board of Directors:(a) the annual budget of revenues and expenditures shall be prepared by the President of the
Agency, presented to the Board of Directors for approval and incorporated as approved in the
Agency’s annual report;(b) a summary statement of the Agency’s financial position and a profit and loss statement
showing the results of its operations shall be circulated at appropriate intervals to members; and(c) annual financial statements of the accounts of the Agency and of the Sponsorship TrustFund shall be audited by independent auditors and incorporated as audited in the Agency’s annual
report.
SECTION 17. Application for Membership by Non-Original Members(a) Original members of the Agency shall be the States which are listed in Schedule A to theConvention and become parties to the Convention on or before April 30, 1988. Such members shallsubscribe to the number of shares of capital stock set forth opposite their names in Schedule A to
the Convention. Each other member shall subscribe to such number of shares of capital stock as
may be determined by the Council of Governors in accordance with Article 6 of the Convention.
(b) Any State eligible for membership in the Agency which does not become an original
member of the Agency may apply for membership by filing with the Agency an application setting
forth all relevant facts.
(c) After consultations have taken place with the applicant State, the Board of Directors shallreport on all such applications to the Council of Governors. When the application is submitted to
the Council of Governors with the recommendation that the applicant State be admitted tomembership, the Board of Directors shall recommend to the Council of Governors the number ofshares of capital stock to be subscribed, the designations for the purposes of Articles 3(c) and 39(a)MIGA By-Laws

Page |6of the Convention and such other conditions as, in the opinion of the Board of Directors, the Councilof Governors may wish to prescribe.
SECTION 18. Suspension of Membership
Before any member is suspended from membership in the Agency, the matter shall beconsidered by the Board of Directors which shall inform the member in reasonable time of thecomplaint against it and allow the member an adequate opportunity to present its case to the Boardof Directors. The Board of Directors shall recommend to the Council of Governors the action it
deems appropriate. The member shall be informed of the recommendation and the date on which
its case will be considered by the Council of Governors and shall be given a reasonable time within
which to present its case to the Council of Governors. Any member so electing may waive thisprovision.
SECTION 19. Amendment to By-Laws
These By-Laws may be amended by the Council of Governors at any meeting thereof or by
vote without a meeting as provided in Section 9.