64-(52)_ II SÉRIE — NÚMERO 3

Section 2. Restrictions on transactions with non-member countries.

Nothing in this Agreement shall affect the right of any member to impose restrictions on exchange transactions with non-members or with persons in their territories unless the Fund finds that such restrictions prejudice the interests of members and are contrary to the purposes of the Fund.

ARTICLE XII

Organization and management

Section 1. Structure of the Fund.

The Fund shall have a Board of Governors, an Executive Board, a Managing Director, and a staff, and a Council if the Board of Governors decides, by an eighty-five percent majority of the total voting power, that the provisions of schedule D shall be applied.

Section 2. Board of Governors.

a) All powers under this Agreement not conferred directly on the Board of Governors, the Executive Board, of the Managing Director shall be vested in the Board of Governors. The Board of Governors shall consist of one Governor and on Alternate appointed by each member in such manner as it may determine. Each Governor and each Alternate shall serve until a new appointment is made. No Alternate may vote except in the absence of his principal. The Board of Governors shall select one of the Governors as chairman.

b) The Board of Governors may delegate to the Executive Board authority to exercise any powers of the Board of Governors, except the power conferred directly by this Agreement on the Board of Governors.

c) The Board of Governors shall hold such meetings as may be provided for by the Board of Governors or called by the Executive Board. Meetings of the Board of Governors shall be called whenever requested by fifteen 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 having not than two-thirds of the total voting power.

e) Each Governors shall be entitled to cast the number of votes allotted under section 5 of this article to the member appointing him.

f) The Board of Governors may by regulation establish a procedure whereby the Executive Board, when it deems such action to be in the best interests of the Fund, may obtain a vote of the Governors on a specific question whithout calling a meeting of the Board of Governors.

g) The Board of Governors, and the Executive Board to the extent authorized, may adopt such rules and regulations as may be necessary or appropriate to conduct the business of the Fund.

h) Governors and Alternates shall serve as such without compensation from the Fund, but the Fund may pay them reasonable expenses incurred in attending meetings.

i) The Board of Governors shall determine the remuneration to be paid to the Executive Directors and their Alternates and the salary and terms of the contract of service of the Managing Director.

j) The 3oard of Governors and the Executive Board may appoint such committees as they deem advisable. Membership of committees need not be limited to Governors or Executive Directors or their Alternates.

Section 3. Executive Board.

a) The Executive Board shall be responsible for conducting the business of the Fund, and for this purpose shall exercise all the powers delegated to it by the Board of Governors.

b) The Executive Board shall consist of Executive Directors with the Managing Director as chairman. Of the Executive Directors:

i) Five shall be appointed by the five members

having the largest quotas; and. ii) Fifteen shall be elected by the other members.

For the purpose of each regular election of Executive Directors, the Board of Governors, by an eighty-five percent majority of the total voting power, may increase or decrease the number of Executive Directors in ii) above. The number of Executive Directors in ii) above shall be reduced by one or two, as the case may be, if Executive Directors are appointed under c) below, unless the Board of Governors decides, by an eighty-five percent majority of the total voting power, that this reduction would hinder the effective discharge of the functions of the Executive Board or of Executive Directors or would threaten to upset a desirable balance in the Executive Board.

c) If, at the second regular election of Executive Directors and thereafter, the members entitled to appoint Executive Directors under b), i), above do not include the two members, the holdings of whose currencies by the Fund in the General Resources Account have been, on the average over the preceding two years, reduced below their quotas by the largest absolute amounts in terms of the special drawing night, either one or both of such members, as the case may be, may appoint an Executive Director.

d) Elections of elective Executive Directors shall be conducted at intervals of two years in accordance with the provisions of schedule E, supplemented by such regulations as the Fund deems appropriate. For each regular election of Executive Directors, the Board of Governors may issue regulations making changes in the proportion of votes required to elect Executive Directors under the provisions of schedule E.

e) 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 may note vote.