17 DE FEVEREIRO DE 1989

591

shall serve for five years, subject to the pleasure of the member appointing him, and may be reappointed. No alternate may vote except in the absence of his principal. The board shall select one of the governors as chairman.

b) The board of governors may delegate to the executive directors authority to exercise any powers of the board, except the power to:

0 Admit new members and determine the conditions of their admission; if) Increase or decrease the capital stock; »7) Suspend a member;

iv) Decide appeals from interpretations of this Agreement given by the executive directors;

v) Make arrangements to cooperate with other international organizations (other than informal arrangements at a temporary and administrative character);

vi) Decide to suspend permanently the operations of the Bank and to distribute its assets;

v/7) Determine the distribution of the net income of the Bank.

c) The board of governors shall hold an annual meeting and such other meetings as may be provided for by the board or called by the executive directors. Meetings of the board shall be called by the directors whenever requested by five members or by members having one-quarter of the total voting power.

d) A quorum for any meeting of the board of governors shall be a majority of the governors, exercising not less than two-thirds of the total voting power.

e) The board of governors may by regulation establish a procedure whereby the executive directors, when they deem such action to be in the best interests of the Bank, may obtain a vote of the governors on a specific question without calling a meeting of the board.

f) The board of governors and the 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.

g) Governors and alternates shall serve as such without compensation from the Bank, but the Bank shall pay them reasonable expenses incurred in attending meetings.

h) The board of governors shall determine the remuneration to be paid to the executive directors and the salary and terms of the contract of service of the president.

Section 3 Voting

a) Each member shall have two hundred fifty votes plus one additional vote for each share of stock held.

b) Except as otherwise specifically provided, all matters before the Bank shall be decided by a majority of the votes cast.

Section 4

Executive directors

a) The executive directors shall be responsible for the conduct of the general operations of the Bank and, for this purpose, shall exercise all the powers delegated to them by the board of governors.

b) There shall be twelve executive directors, who need not be governors, and of whom:

0 Five shall be appointed, one by each of the five members having the largest number of shares;

ii) Seven shall be elected according to schedule B by all the governors other than those appointed by the five members referred to in f) above.

For the purpose of this paragraph, «members» means governments of countries whose names are set forth in schedule A, whether they are original members or become members in accordance with article ii, section 1, b). When governments of other countries become members, the board of governors may, by a four-fifths majority of the total voting power, increase the total number of directors by increasing the number of directors to be elected.

Executive directors shall be appointed or elected every two years.

c) Each executive director shall appoint an alternate with full power to act for him when he is not present. When the executive directors appointing them are present, alternates may participate in meetings, but shall not vote.

d) Directors shall continue in office until their successors are appointed or elected. If the office of an elected director becomes vacant more than ninety days before the end of his terms, another director shall be elected for the remainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate.

e) The 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 executive directors shall be a majority of the directors, exercising not less than one-half of the total voting power.

g) Each appointed director shall be entitled to cast the number of votes allotted under section 3 of this article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the votes which a director is entitled to cast shall be cast as a unit.

h) The board of governors shall adopt regulations under which a member not entitled to appoint a director under b) above may send a representative to attend any meeting of the executive directors when a request made by, or a matter particularly affecting, that member is under consideration.

i) The executive directors may appoint such committees as they deem advisable. Membership of such com-mittes need not be limited to governors or directors or their alternates.

Section 5

President and. staff

a) The executive directors shall select a president who shall not be a governor or an executive director or an alternate for either. The president shall be chairman of the executive directors, but shall have no vote except