II SÉRIE-A — NÚMERO 98 10

(viii) determine the reserves and the allocation and distribution of the net profits of the Bank;

(ix) amend this Agreement;

(x) decide to terminate the operations of the Bank and to distribute its assets; and

(xi) exercise such other powers as are expressly assigned to the Board of Governors in this Agreement.

3. The Board of Governors shall retain full power to exercise authority over any matter delegated to the Board

of Directors under paragraph 2 of this Article.

Article 24 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 of Governors or called by the Board of Directors. Meetings of the Board of Governors shall be called

by the Board of Directors whenever requested by five (5) members of the Bank.

2. A majority of the Governors shall constitute a quorum for any meeting of the Board of Governors, provided

such majority represents not less than two-thirds of the total voting power of the members.

3. The Board of Governors shall by regulation establish procedures whereby the Board of Directors may

obtain a vote of the Governors on a specific question without a meeting and provide for electronic meetings of

the Board of Governors in special circumstances.

4. The Board of Governors, and the Board of Directors to the extent authorized, may establish such subsidiary

entities, and adopt such rules and regulations, as may be necessary or appropriate to conduct the business of

the Bank.

Article 25 Board of Directors: Composition

1. The Board of Directors shall be composed of twelve (12) members who shall not be members of the Board

of Governors, and of whom:

(i) nine (9) shall be elected by the Governors representing regional members; and

(ii) three (3) shall be elected by the Governors representing non-regional members.

Directors shall be persons of high competence in economic and financial matters and shall be elected in

accordance with Schedule B. Directors shall represent members whose Governors have elected them as well

as members whose Governors assign their votes to them.

2. The Board of Governors shall, from time to time, review the size and composition of the Board of Directors,

and may increase or decrease the size or revise the composition as appropriate, by a Super Majority vote as

provided in Article 28.

3. Each Director shall appoint an Alternate Director with full power to act for him when he is not present. The

Board of Governors shall adopt rules enabling a Director elected by more than a specified number of members

to appoint an additional Alternate Director.

4. Directors and Alternate Directors shall be nationals of member countries. No two or more Directors may

be of the same nationality nor may any two or more Alternate Directors be of the same nationality. Alternate

Directors may participate in meetings of the Board but may vote only when the Alternate Director is acting in

place of the Director.

5. Directors shall hold office for a term of two (2) years and may be re-elected:

(a) Directors shall continue in office until their successors shall have been chosen and assumed office.

(b) If the office of a Director becomes vacant more than one hundred and eighty (180) days before the end

of his term, a successor shall be chosen in accordance with Schedule B, for the remainder of the term, by the

Governors who elected the former Director. A majority of the votes cast by such Governors shall be required for

such election. The Governors who elected a Director may similarly choose a successor if the office of a Director

becomes vacant one hundred and eighty (180) days or less before the end of his term.

(c) While the office of a Director remains vacant, anAlternate Director of the former Director shall exercise

the powers of the latter, except that of appointing an Alternate Director.