898-(132)

II SÉRIE-A — NÚMERO 31

3 — The board of governors may increase or decrease the size, or revise the composition, of the board of directors, in order to take into account changes in the number of members of the Bank, by an affirmative vote of not less than two-thirds of the governors, representing not less than three-fourths of the total voting power of the members. Without prejudice to the exercise of these powers for subsequent elections, the number and composition of the second board of directors shall be as set out in paragraph 1 of this article.

4 — Each director shall appoint an alternate with full power to act for him or her when he or she is not present. Directors and alternates shall be nationals of member countries. No member shall be represented by more than one director. An alternate may participate in meetings of the board but may vote only when he or she is acting in place of his or her principal.

5 — Directors shall hold office for a term of three (3) years and may be reelected; provided that the first board of directors shall be elected by the board of governors at its inaugural meeting, and shall hold office until the next immediately following annual meeting of the board of governors or, if that board shall so decide at that annual meeting, until its next subsequent annual meeting. They shall continue in office until their successors shall have been chosen and assumed office. If the office of a director becomes vacant more than one hundred and eighty (180) days before the end of his or her term, a successor shall be chosen in accordance with annex B, for the remainder of the term, by governors who elected the former director. A majority of the votes cast by such governors shall be required for such election. If the office of a director becomes vacant one hundred and eighty (180) days or less before the end of his or her term, a successor may similarly be chosen for the remainder of the term, by the votes cast by such governors who elected the former director, in which election a majority of the votes cast by such governors shall be required. 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 27 Board of directors: powers

Without prejudice to the powers of the board of governors as provided in article 24 of this Agreement, the board of directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the board of governors, and in particular:

0 Prepare the work of the board of governors; if) In conformity with the general directions of the board of governors, establish policies and take decisions concerning loans, guarantees, investments in equity capital, borrowing by the Bank, the furnishing of technical assistance, and other operations of the Bank;

Hi) Submit the audited accounts for each financial year for approval of the board of governors at each annual meeting; and

iv) Approve the budget of the Bank.

Article 28 Board of directors: procedure

1 — The board of directors shall normally function at the principal office of the Bank and shall meet as often as the business of the Bank may require.

2 — A majority ot the directors shall constitute a quorum for any meeting of the board of directors, provided such majority represents not less than two-thirds of the total voting power of the members.

3 — The board of governors shall adopt regulations under which, if there is no director of its nationality, a member may send a representative to attend, without right to vote, any meeting of the board of directors when a matter particularly affecting that member is under consideration.

Article 29 Voting

1 — The voting power of each member shall be equal to the number of its subscribed shares in the capital stock of the Bank. In the event of any member failing to pay any part of the amount due in respect of its obligations in relation to paid-in shares under article 6 of this Agreement, such member shall be unable for so long as such failure continues to exercise that percentage of its voting power which corresponds to the percentage which the amount due but unpaid bears to the total amount of paid-in shares subscribed to by that member in the capital stock of the Bank.

2 — In voting in the board of governors, each governor shall be entitled to cast the votes of the member he or she 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 of the members voting.

3 — In voting in the board of directors each director shall be entitled to cast the number of votes to which the governors who have elected him or her are entitled and those to which any governors who have assigned their votes to him or her, pursuant to section D of annex B, are entitled. A director representig more than one member may cast separately the votes of the members he or she represents. Except as otherwise expressly provided in this Agreement, and except for general policy decisions in which cases such policy decisions shall be taken by a majority of not less than two-thirds of the total voting power of the members voting, all matters before the board of directors shall be decided by a majority of the voting power of the members voting.

Article 30 The president

1 — The board of governors, by a vote of a majority of the total number of governors, representing not less