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II SÉRIE — NÚMERO 139

article 24 Board of Governors — Composition

1 — The governors and alternate governors of the Bank shall be e.x officio governors and alternate governors respectively of the Fund. The president of the Bank shall notify to the Fund as necessary the names of such governors and alternates.

2 — Each State participant which is not a member shall appoint one governor and one alternate governor who shall serve at the pleasure of the appointing participant.

3 — No alternate may vote except in the absence of his principal.

4 — Subject to the provisions of article 60. 4. governors and alternates shall serve as such without payment of remuneration or expenses by the Fund.

article 25 Board of Governors — Procedure

1 — 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 Board of Directors. The chairman of the Board of Governors of the Bank shall be ex officio chairman of the Board of Governors of the Fund.

2 — The annual meeting of the Board of Governors shall be held in conjunction with the annual meeting of the Board of Governors of the Bank.

3 — A quorum for any meeting of the Board of Governors shall be a majority of the total number of governors, representing not less than three-fourths of the total voting power of the participants.

4 — The Board of Governors may by regulation establish a procedure whereby the Board of Directors may. when it deems such action advisable, obtain a vote of the governors on a specific question without calling a meeting of the Board of Governors.

5 — The Board of Governors and the Board of Directors, to the extent authorized by the Board of Governors, may establish such subsidiary committees as may be necessary or appropriate to conduct the business of the Fund.

6 — The Board of Governors and the Board of Directors, to the extent authorized by the Board of Governors or by this Agreement, may adopt such regulations, not inconsistent with this Agreement, as shall be necessary or appropriate for the conduct of the business of the Fund.

ARTICLE 26

Board of Directors — Functions

Without prejudice to the powers of the Board of Governors provided for in article 23. the Board of Directors shall be responsible for the direction of the general operations of the Fund and for this purpose shall exercise any functions expressly given to it in this Agreement or delegated to it by the Board of Governors and. in particular, shall:

/) Prepare the work of the Board of Governors.

//) In conformity with the general directives of the Board of Governors, take decisions regarding individual loans and other forms of financing to be provided by the Fund under this Agreement:

Hi) Adopt such rules, regulations or other measure^ as may be required to ensure that proper and

adequate audited accounts and records are kepi in relation to the operations of the Fund:

iv) Ensure that the Fund is served in the most

efficient and economical manner;

v) Submit to the Board of Governors, for approval

at each annual meeting, the accounts for each financial year in a form which distinguishes, to the extent necessary, between the accounts of the general operations of the Fund and of such operations as are financed form contributions made available to the Fund under article 8:

v/') Submit to the Board of Governors for approval at each annual meeting an annual report: and

vii) Approve the budget and general lending programme and policies of the Fund, in accordance with the resources respectively available for these purposes.

article 27 Board of Directors — Composition

1 — There shall be a Board of Directors composed of twelve directors.

2 — The State participants shall, pursuant to schedule B. select six directors and six alternate directors.

3 — The Bank shall, pursuant to schedule B. designate six directors and their alternates form the Board of Directors of the Bank.

4 — An alternate director of the Fund may attend all meetings of the Board of Directors but shall neither participate nor vote except in the absence of his principal.

5 — The Board of Directors shall invite the other directors of the Bank and their alternates to attend meetings of the Board of Directors as observers and any such Bank director or. in his absence, his alternate may participate in the discussion of any proposed project designed to benefit the country which he represents in the Board of Directors of the Bank.

6 — u) A director designated by the Bank shall hold office until his successor shall have been designated pursuant to schedule B and shall have assumed office. If a director designated by the Bank shall cease to be a director of the Bank, he shall cease to be a director of the Fund.

b) The term of office of directors selected by State participants shall be three years, but shall terminate whenever a general increase in subscriptions pursuant to article 7.1. becomes effective. Such directors shall be eligible for a further term or terms of office. They shall continue in office until their successors have been selected and have assumed office. It the office of such a director shall become vacant before the expiration of his term of office, the vacancy shall be filled by a new director selected by the State participant or participants whose votes his predecessor was entitled to cast. Such successor director shall hold office for the remainder of the term of office of his predecessor.

c) While the office of a director remains vacant, the alternate of the former director shall exercise the powers of the latter, except that of appointing an alternate, other than a temporary alternate to represent him at meetings when he cannot be present.

7 — If a State shall become a State participant pursuant to article 3. 3, or a State participant shall increase its subscription, or if for any other reason the voting rights of individual State participants should change between the