1 DE JUNHO DE 1988

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income shall be allocated to reserves, be distributed to the Agency's members or be used otherwise. Any distribution of net income to the Agency's members shall be made in proportion to the share of each member in the capital of the Agency in accordance with a decision of the Council acting by special majority.

Article 28

Budget

The president shall prepare an annual budget of revenues and expenditures of the Agency for approval by the Board.

Article 29

Accounts

The Agency shall publish an annual report which shall include statements of its accounts and of the accounts of the Sponsorship Trust Fund referred to in annex I to this Convention, as audited by independent auditors. The Agency shall circulate to members at appropriate intervals a summary statement of its financial position and a profit and loss statements showing the results of its operations.

CHAPTER V Organization and management

Article 30

Structure of the Agency

The Agency shall have a Council of Governors, a Board of Directors, a president and staff to perform such duties as the Agency may determine.

Article 31

The Council

a) All the powers of the Agency shall be vested in the Council, except such powers as arc, by the terms of this Convention, specifically conferred upon another organ of the Agency. The Council may delegate to the Board the exercise of any of its powers, except the power to:

i) Admit new members and determine the conditions of their admition;

ii) Suspend a member;

Decide on any increase or decrease in the capital;

iV) Increase the limit of the aggregate amount of contingent liabilities pursuant to section a) of article 22;

v) Designate a member as a developing member country pursuant to section c) of article 3;

vf) Classify a new member as belonging to category one or category two for voting purposes pursuant to section a) of article 39 or reclassify an existing member for the same purposes;

vit) Determine the compensation of directors and their alternates;

vu'O Cease operations and liquidate the Agency;

ix) Distribute assets to members upon liquidation; and

x) Amend this Convention, its annexes and schedules.

b) The Council shall be composed of one governor and one alternate appointed by each member in such manner as it may determine. No alternate may vote, except in the absence of his principal. The Council shall select one of the governors as chairman.

c) The Council shall hold an annual meeting and such other meetings as may be determined by the Council or called by the Board. The Board shall call a meeting of the Council whenever requested by five members or by members having twenty-five percent of the total voting power.

Article 32 The Board

a) The Board shall be responsible for the general operations of the Agency and shall take, in the fulfillment of this responsibility, any action required or permitted under this Convention.

6) The Board shall consist of not less than twelve directors. The number of directors may be adjusted by the Council to take into account changes in membership. Each director may appoint an alternate with full power to act for him in case of the director's absence or inability to act. The president of the Bank shall be ex officio chairman of the Board, but shall have no vote except a deciding vote in case of an equal division.

c) The Council shall determine the term of office of the directors. The first Board shall be constituted by the Council at its inaugural meeting.

d) The Board shall meet at the call of its chairman acting on his own initiative or upon request of three directors.

e) Until such time as the Council may decide that the Agency shall have a resident Board which functions in continuous session, the directors and alternates shall receive compensation only for the cost of attendance at the meetings of the Board and the discharge of other official functions on behalf of the Agency. Upon the establishment of a Board in continuous session, the directors and alternates shall receive such remuneration as may be determined by the Council.

Article 33 President and stuff

a) The president shall, under the general control of the Board, conduct the ordinary business of the Agency. He shall be responsible for the organization, appointment and dismissal of the staff.

b) The president shall be appointed by the Board on the nomination of its chairman. The Council shall determine the salary and terms of the contract of service of the president.

c) In the discharge of their offices, the president and the staff owe their duty entirely to the Agency and to no other authority. Each member of the Agency shall respect