666

II SÉRIE — NÚMERO 23

/) Determine the general structure of the services of the Bank.

Article 33 Board of Directors: composition

1 — The Board of Directors shall be composed of eighteen members who shall not be governors or alternate governors. Twelve members shall be elected by the governors of the regional members and six members shall be elected by the governors of the non-regional members. They shall be elected by the Board of Governors in accordance with annex B to this Agreement. In electing the Board of Directors, the Board of Governors shall have due regard to the high competence in economic and financial matters required for the office. The Board of Governors may determine to change the number of members of the Board of Directors only by three-fourths majority of the total voting power of the member countries, including with respect to provisions relating exclusively to the number and election of directors by the regional member countries, by a two-thirds majority of the governors of regional members, and with respect to the provisions relating exclusively to the number and election of directors by non-regional member countries, by a two-thirds majority ot the governors of non-regional members.

2 — Each director shall appoint an alternate who shall act for him when he is not present. Directors and their alternates shall be nationals of member States, but no alternate may be of the same nationality as his director. An alternate may participate in meetings of the Board but may vote only when he is acting in place of his director.

3 — Directors shall be elected for a term of three years and may be re-elected. They shall continue in office until their successors are elected. If the office of a director becomes vacant more than 180 days before the end of its term, a successor shall be elected in accordance with annex B to this Agreement, for the remainder of the term by the Board of Governors at its next session. While the office remains vacant the alternate of the former director shall exercise the powers of the latter except that of appointing an alternate.

Article 34 Board of Directors: procedure

1 — The Board of 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.

2 — A quorum for any meeting of the Board of Directors shall be a majority of the total number of directors representing not less than two-thirds of the total voting power of the members. Such quo-rum shall include at least one director of non-regional members. If the Board of Directors is unable to achieve the sub-quorum requirement respecting the presence of at least one director of the non-regional members, the said sub-quorum requirement may be waived at the next session.

3 — The Board of Governors shall adopt regulations under which, if there is no director of its nationality, a member may be represented at a meeting of the Board of Directors when a request made by, or a matter particularly affecting, that member is under construction.

Article 35 Voting

1 — Each member shall have 625 votes and, in addition, one vote for each share of the capital stock of the Bank held by that member, provided, however, that in connection with any increase in the authorized capital stock, the Board of Governors may determine that the capital stock authorized by such increase shall not have voting rights and that such increase of stock shall not be subject to the preemptive rights established in paragraph 2 of article 6 of this Agreement.

2 — In voting in the Board of Governors, each governor shall be entitled to cast the votes of the member he represents. Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall be decided by a majority of the voting power represented at the meeting.

3 — In voting in the Board of Directors, each director shall be entitled to cast the number of votes that counted towards his election, which votes shall be cast as a unit. Except as otherwise provided in this Agreement, all matters before the Board of Directors shall be decided by a majority of the voting power represented at the meeting.

Article 36 The President: appointment

The Board of Governors, on the recommendation of the Board of Directors, shall elect by a majority of the total voting power of the members, including a majority of the total voting power of the regional members, the President of the Bank. He shall be a person of the highest competence in matters pertaining to the activities, management and administration of the Bank and shall be a national of a regional member State. While holding office, neither he nor any Vice-President shall be a governor or a director or alternate for either. The term of office of the President shall be five years. It may be renewed. He shall, however, be suspended from office if the Board of Directors so decides by a two-thirds majority of the voting power of the members including a two-thirds majority of the voting power of the regional members. The Board of Directors shall appoint an Acting President and promptly inform the Board of Governors of such decision and of its reasons therefor. The Board of Governors shall make a final decision on the matter at its next annual meeting, if such suspension occurs not more than ninety days before that meeting, otherwise at a special meeting to be called by its Chairman. The Board of Governors may remove the president from office by a resolution adopted by a majority of the voting power