(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.
\n
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 times provided for the selection of directors representing State participants: (a) There shall be no change in directors as a result thereof, provided that if a director shall cease to have any voting rights, his term of office and that of his alternate shall terminate forthwith. (b) Voting rights of State participants and of the directors selected by them shall be adjusted as of the effective date of the increase in subscription or the new subscription or other change in voting rights, as the case may be; and (c) If such a new State participant shall have voting rights, it may designate a director then representing one or more State participants to represent it and cast its votes until the next general selection of State participant directors.
\n
8.Directors and alternates shall serve as such without payment of remuneration or expenses by the Fund.
\n
ARTICLE 28Board of Directors: Procedure
\n
1.The Board of Directors shall meet as often as the business of the Fund may require. The Chairman shall call a meeting of the Board of Directors whenever requested to do so by four directors.
\n
2.A quorum for any meeting of the Board of Directors shall be a majority of the total number of directors having not less than three-fourths of the total voting power of the participants.
\n
ARTICLE 29Voting
\n
1.The Bank, and the State participants as a group, shall each have 1,000 votes.
\n
2.Each governor of the Fund who is a governor of the Bank shall have, and shall be entitled to cast, such proportionate share of the Bank’s votes as shall have been notified to the Fund by the President of the Bank.
\n
3.Each State participant shall have a proportionate share of the aggregate votes of the State participants based on the subscriptions of such participant made pursuant to Article 6 and, to the extent agreed by the State participants in connection with additional subscriptions authorized under Article 7 (1) and (2), on such additional subscriptions. However, the total votes to be allocated to regional members that are State participants shall not exceed one per cent of the total votes of State participants. In voting in the Board of Governors, each governor representing a State participant shall be entitled to cast the votes of the participant he represents.
\n
4.In voting in the Board of Directors, directors designated by the Bank shall together have 1,000 votes and directors selected by the State participants shall together have 1,000 votes. Each director designated by the Bank shall have the number of votes allocated to him by the Bank as set forth in the notification of his designation, given pursuant to Part I of Schedule B. Each director selected by one or more State participants shall have the number of votes held by the participant or participants which selected him.
\n
5.Each Bank director shall cast his votes as a unit. A director representing more than one State participant may cast separately the votes of the States he represents.
\n
6.Notwithstanding any of the other provisions of this Agreement, if a State shall be or become both a State participant and a member it shall, but solely for the purposes of this Agreement, be treated in all respects as if it were not a member.
\n
7.Except as otherwise provided in this Agreement, all matters before the Board of Governors or the Board of Directors shall he decided by a three-fourths majority of the total voting power of the participants.
\n
ARTICLE 30The President
\n
1.The President of the Bank shall be ex officio President of the Fund. He shall be Chairman of the Board of Directors but shall have no vote. He may participate in meetings of the Board of Governors but shall not vote.
\n
2.The President shall be the legal representative of the Fund.
\n
3.In the event that the President of the Bank is absent or his office should become vacant, the person for the time being designated to perform the duties of President of the Bank shall act as President of the Fund.
\n
4.Subject to Article 26, the President shall conduct the ordinary business of the Fund and, in particular, shall: (a) propose the operating and administrative budgets; (b) propose the overall financing programme; (c) arrange for the study and appraisal of projects and programmes for financing by the Fund in accordance with Article 15 (3) ; (d) draw, as needed, on the officers, staff, organization, services and facilities of the Bank to carry out the business of the Fund and shall be responsible to the Board of Directors for ensuring and controlling the proper organization, staffing and services provided under Article 22; and (e) engage the services of such personnel, including consultants and experts, as may be needed by the Fund, and may terminate such services.
\n
ARTICLE 31Relationship to the Bank
\n
1.The Fund shall reimburse the Bank for the fair value of its use of the officers, staff, organization, services and facilities of the Bank, in accordance with arrangements made between the Fund and the Bank.
\n
2.The Fund shall be an entity juridically separate and distinct from the Bank and assets of the Fund shall be kept separate and apart from those of the Bank.
\n
3.Nothing in this Agreement shall make the Fund liable for the acts or obligations of the Bank, or the Bank liable for the acts or obligations of the Fund.
\n
ARTICLE 32Office of the Fund
\n
The office of the Fund shall be the principal office of the Bank.
\n
ARTICLE 33Depositories
\n
Each State participant shall designate its central bank or such other institution as may be acceptable to the Fund as a depository in which the Fund may keep holdings of such participant’s currency or other assets of the Fund. In the absence of any different designation, the depository for each member shall be the depository designated by it for the purposes of the Agreement establishing the Bank.
\n
ARTICLE 34Channel of Communication
\n
Each State participant shall designate an appropriate authority with which the Fund may communicate in connection with any matter arising under this Agreement. In the absence of any different designation, the channel of communication designated by a member for the Bank shall be its channel for the Fund.
\n
ARTICLE 35Publication of Reports and Provision of Information
\n
1.The Fund shall publish an annual report containing an audited statement of its accounts and shall circulate to participants and members at appropriate intervals a summary statement of its financial position and an income and expenditures statement showing the results of its operations.
\n
2.The Fund may publish such other reports as it deems desirable to carry out its purposes.
\n
3.Copies of all reports, statements and publications made under this Article shall be distributed to participants and members.
\n
ARTICLE 36Allocation of Net Income
\n
The Board of Governors shall determine from time to time the disposition of the Fund’s net income, having due regard to provision for reserves and contingencies.
\n
CHAPTER VII
\n
WITHDRAWAL; SUSPENSION OF PARTICIPATION; TERMINATION OF OPERATIONS
\n
ARTICLE 37Withdrawal by Participants
\n
Any participant may withdraw from participation in the Fund at any time by transmitting a notice in writing to the Fund at its principal office. Withdrawal shall become effective upon the date such notice is received or upon such date, not more than six months thereafter, as may be specified in such notice.
\n
ARTICLE 38Suspension of Participation
\n
1.If a participant fails to fulfil any of its obligations to the Fund, the Fund may suspend its participation by decision of the Board of Governors. The participant so suspended shall automatically cease to be a participant one year from the date of its suspension unless a decision is taken by the Board of Governors to restore the participant to good standing.
\n
2.While under suspension, a participant shall not be entitled to exercise any rights under this Agreement except the right of withdrawal, but shall remain subject to all obligations.
\n
ARTICLE 39Rights and Duties of States Ceasing to be Participants
\n
1.When a State ceases to be a participant, it shall have no rights under this Agreement except as provided in this Article and in Article 53 but it shall, except as in this Article otherwise provided, remain liable for all financial obligations undertaken by it to the Fund, whether as a participant, borrower, guarantor or otherwise.
\n
2.When a State ceases to be a participant, the Fund and the State shall proceed to a settlement of accounts. As part of such settlement of accounts, the Fund and the State may agree on the amounts to be paid to the State on account of its subscription and on the time and currencies of payment. The term “subscription” when used in relation to any participant shall for the purposes of this Article and Article 40 be deemed to include both the initial subscription and any additional subscription of such participant.
\n
3.Pending such agreement, and in any event if no such agreement is reached within six months from the date when the State ceased to be a participant or such other time as may be agreed upon by the Fund and the State, the following provisions shall apply: (a) The State shall be relieved of any further liability to the Fund on account of its subscription, except that the State shall pay to the Fund on their due dates amounts of its subscription unpaid on the date when the State ceased to be a participant and which in the opinion of the Fund are needed by it to meet its commitments as of that date under its financing operations; (b) The Fund shall return to the State funds paid in by the State on account of its subscription or derived therefrom as principal repayments and held by the Fund on the date when the State ceased to be a participant, except to the extent that in the opinion of the Fund such funds will be needed by it to meet its commitments as of that date under its financing operations; (c) The Fund shall pay to the State a pro rata share of all principal repayments received by the Fund after the date on which the State ceases to be a participant on loans contracted prior thereto, except those made out of resources provided to the Fund under arrangements specifying special liquidation rights. Such share shall be such proportion of the total principal amount of such loans as the total amount paid by the State on account of its subscription and not returned to it pursuant to sub-paragraph (ii) above shall bear to the total amount paid by all participants on account of their subscriptions which shall have been used or in the opinion of the Fund will be needed by it to meet its commitments under its financing operations as of the date on which the State ceases to be a participant. Such Payment by the Fund shall be made in instalments when and as such principal repayments are received by the Fund, but not more frequently than annually. Such instalments shall be paid in the currencies received by the Fund except that the Fund may in its discretion make payment in the currency of the State concerned; (d) Any amount due to the State on account of its subscription may be withheld so long as that State, or any sub-division or any agency of any of the foregoing remains liable, as borrower or guarantor, to the Fund, and such amount may, at the option of the Fund, be applied against any such liability as it matures; (e) In no event shall the State receive under this paragraph an amount exceeding, in the aggregate, the lesser of the two following:
\n
1.the amount paid by the State on account of its subscription, or 2. such proportion of the net assets of the Fund, as shown on the books of the Fund as of the date on which the State ceased to be a participant, as the amount of its subscription shall bear to the aggregate amount of the subscriptions of all participants; (f) All calculations required hereunder shall be made on such basis as shall be reasonably determined by the Fund.
\n
4.In no event shall any amount due to a State under this Article be paid until six months after the date upon which the State ceases to be a participant. If within six months of the date upon which any States ceases to be a participant the Fund terminates its operations under Article 40, all rights of such State shall be determined by the provisions of such Article 40, and such State shall be considered a participant in the Fund for purposes of such Article 40, except that it shall have no voting rights.
\n
ARTICLE 40Termination of Operations and Settlement of Obligations
\n
1.The Fund may terminate its operations by vote of the Board of Governors. Withdrawal by the Bank or all the State participants pursuant to Article 37 shall constitute a termination of operations by the Fund. After such termination of operations the Fund shall forthwith cease all activities, except those incidental to the orderly realization, conservation and preservation of its assets and settlement of its obligations. Until final settlement of such obligations and distribution of such assets, the Fund shall remain in existence and all mutual rights and obligations of the Fund and the participants under this Agreement shall continue unimpaired, except that no participant shall be suspended or shall withdraw and that no distribution shall be made to participants except as in this Article provided.
\n
2.No distribution shall be made to participants on account of their subscriptions until all liabilities to creditors shall have been discharged or provided for and until the Board of Governors shall have decided to make such distribution.
\n
3.Subject to the foregoing and to any special arrangements for the disposition of resources agreed upon in connection with the provision of such resources to the Fund, the Fund shall distribute its assets to participants pro rata in proportion to amounts paid in by them on account of their subscriptions. Any distribution pursuant to the foregoing provision of this paragraph shall be subject, in the case of any participant, to prior settlement of all outstanding claims by the Fund against such participant. Such distribution shall be made at such times, in such currencies, and in cash or other assets, as the Fund shall deem fair and equitable. Distribution to the several participants need not be uniform in respect of the type of assets distributed or of the currencies in which they are expressed.
\n
4.Any participant receiving assets distributed by the Fund pursuant to this Article or Article 39 shall enjoy the same rights with respect to such assets as the Fund enjoyed prior to their distribution.
\n
CHAPTER VIII
\n
STATUS; IMMUNITIES; EXEMPTIONS AND PRIVILEGES
\n
ARTICLE 41Purpose of Chapter
\n
To enable the Fund effectively to fulfil its purpose and carry out the functions entrusted to it, the status, immunities, exemptions and privileges set forth in this Chapter shall be accorded to the Fund in the territory of each State participant, and each State participant shall inform the Fund of the specific action which it has taken for such purpose.
\n
ARTICLE 42Status
\n
The Fund shall possess full juridical personality and, in particular, full capacity: (i) to contract; (ii) to acquire, and dispose of, immovable and movable property; and (iii) to institute legal proceedings.
\n
ARTICLE 43Legal Process
\n
1.The Fund shall enjoy immunity from every form of legal process, except in cases arising out of or in connection with the exercise of its powers to receive loans in accordance with Article 8, in which case actions may be brought against the Fund in a court of competent jurisdiction in the territory of a country in which the Fund has its office, or has appointed an agent for the purpose of accepting service or notice of process, or has otherwise agreed to be sued.
\n
2.Notwithstanding the provisions of paragraph 1, no action shall be brought against the Fund by any participant, or by any agency or instrumentality of a participant, or by any entity or person directly or indirectly acting for or deriving claims from a participant or from any agency or instrumentality of a participant. Participants shall have recourse to such special procedures for the settlement of disputes between the Fund and its participants as may be prescribed in this Agreement, in the by-laws and regulations of the Fund, or in contracts entered into with the Fund.
\n
3.The Fund shall also make provision for appropriate modes of settlement of disputes in cases which do not come within the provisions of paragraph (2) and of Articles 52 and 53 and which are subject to the immunity of the Fund by virtue of paragraph (1) of this Article.
\n
4.Where by virtue of any of the provisions of this Agreement the Fund does not enjoy immunity from legal process, the Fund, and its property and assets wherever located and by whomsoever held, shall nevertheless be immune from all forms of seizure, attachment or execution before the delivery of final judgement against the Fund.
\n
ARTICLE 44Immunity of Assets
\n
Property and assets of the Fund, wherever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action.
\n
ARTICLE 45Immunity of Archives
\n
The archives of the Fund, and, in general, all documents belonging to it or held by it, shall be inviolable, wherever located.
\n
ARTICLE 46Freedom of Assets from Restriction
\n
To the extent necessary to carry out the purpose and functions of the Fund, and subject to the provisions of this Agreement, all property and other assets of the Fund shall be free from restriction by financial controls, regulations, or moratoria of any kind.
\n
Privilege for Communications Official communications of the Fund shall be accorded by each State participant the same treatment as it accords to the official communications of other international financial institutions of which it is a member.
\n
ARTICLE 48Immunities and Privileges of Officials and Personnel
\n
All governors and directors, and their alternates, the President and personnel, including experts performing missions for the Fund:
\n
1.Shall be immune from legal process with respect to acts performed by them in their official capacity;
\n
2.When they are not local nationals, shall be accorded no less favourable immunities from immigration restrictions, alien registration requirements and national service obligations, and no less favourable facilities as regards exchange regulations, than are accorded by the State participant concerned to the representatives, officials and employees of comparable rank of any other international financial institution of which it is a member; and 3. Shall be granted no less favourable treatment in respect of travelling facilities than is accorded by the State participant concerned to representatives, officials and employees of comparable rank of any other international financial institution of which it is a member.
\n
ARTICLE 49Exemption from Taxation
\n
1.The Fund, its assets, property, income, operations and transactions, shall be exempt from all direct taxation, and from all customs duties, or taxes having equivalent effect, on goods imported or exported for its official use. The Fund shall also be exempt from any obligation for the payment, withholding or collection of any tax or duty.
\n
2.Notwithstanding the provisions of paragraph 1, the Fund shall not claim exemption from taxes which are no more than charges for services rendered.
\n
3.Articles imported under an exemption provided for by paragraph 1 shall not be sold in the territory of the State participant which granted the exemption except under conditions agreed with that participant.
\n
4.No tax shall be levied on or in respect of salaries and emoluments paid by the Fund to the President and personnel including experts performing missions for it.
\n
ARTICLE 50Waiver by the Fund
\n
1.The immunities, exemptions and privileges provided in this Chapter are granted in the interests of the Fund. The Board of Directors may waive, to such extent and upon such conditions as it may determine, the immunities, exemptions and privileges provided in this Chapter in cases where its action would in its opinion further the interests of the Fund.
\n
2.Regardless of the provisions of paragraph 1, the President shall have the right and the duty to waive the immunity of any of the personnel, including experts performing missions for the Fund, in cases where, in his opinion, the immunity would impede the course of justice and can be waived without prejudice to the interests of the Fund.
\n
CHAPTER IX
\n
AMENDMENTS
\n
ARTICLE 51
\n
1.Any proposal to introduce modifications to this Agreement, whether emanating from a participant, a governor or the Board of Directors, shall be communicated to the Chairman of the Board of Governors, who shall bring the proposal before that Board. If the proposed amendment is approved by the Board, the Fund shall, by circular letter or telegram, ask the participants whether they accept the proposed amendment. When three-fourths of the participants having eighty-five per cent of the voting power have accepted the proposed amendment, the Fund shall certify the fact by formal communication addressed to the participants. Amendments shall enter into force for all participants three months after the date of the formal communication provided for in this paragraph unless the Board of Governors specifies a different period or date.
\n
2.Notwithstanding the provisions of paragraph 1, the unanimous approval of the Board of Governors shall be required for the approval of any amendment modifying: (i) the limitation on liability provided for in Article 10; (ii) the provisions of Article 7 (2) and (3) relating to the subscription of additional funds; (iii) the right to withdraw from the Fund; and (iv) the voting majority requirements contained in this Agreement.
\n
CHAPTER X
\n
INTERPRETATION AND ARBITRATION
\n
ARTICLE 52Interpretation
\n
1.Any question of interpretation or application of the provisions of this Agreement arising between any participant and the Fund or between any participants shall be submitted to the Board of Directors for decision. If there is no director of its nationality on that Board, a State participant particularly affected by the question under consideration shall be entitled to direct representation in such cases. Such right of representation shall be regulated by the Board of Governors.
\n
2.In any case where the Board of Directors has given a decision under paragraph 1, any participant may require that the question be referred to the Board of Governors, whose decision shall be final. Pending the decision of the Board of Governors, the Fund may, so far as it deems necessary, act on the basis of the decision of the Board of Directors.
\n
ARTICLE 53Arbitration
\n
In the case of a dispute between the Fund and a State which has ceased to be a participant, or between the Fund and any participant upon the termination of the operations of the Fund, such dispute shall be submitted to arbitration by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Fund, another by the participant or former participant concerned, and the two parties shall appoint the third arbitrator, who shall be the Chairman. If within forty-five days of receipt of the request for arbitration either party has not appointed an arbitrator or if within thirty days of the appointment of two arbitrators the third arbitrator has not been appointed, either party may request the President of the International Court of Justice, or such other authority as may have been prescribed by regulations adopted by the Board of Governors, to appoint an arbitrator. The procedure of the arbitration shall be fixed by the arbitrators, but the third arbitrator shall have full power to settle all questions of procedure in any case of disagreement with respect thereto. A majority vote of the arbitrators shall be sufficient to reach a decision, which shall be final and binding upon the parties.
\n
CHAPTER XI
\n
FINAL PROVISIONS
\n
ARTICLE 54Signature
\n
The original of this Agreement shall remain open until 31 March 1973 for signature by the Bank and by the States whose names are set forth in Schedule A.
\n
ARTICLE 55Ratification, Acceptance or Approval
\n
1.This Agreement shall be subject to ratification, acceptance or approval by the signatories.
\n
2.Instruments of ratification, acceptance or approval shall be deposited with the Bank at its principal office by each signatory before 31 December 1973, provided that, if this Agreement shall not have entered into force by that date in accordance with Article 56, the Board of Directors of the Bank may extend the period for deposit of instruments of ratification, acceptance or approval by not more than six months.
\n
ARTICLE 56Entry into Force
\n
This Agreement shall enter into force on the date on which the Bank and eight signatory States whose initial subscriptions, as set forth in Schedule A to this Agreement, comprise in aggregate not less than 55 million units of account, have deposited their instruments of ratification, acceptance or approval.
\n
ARTICLE 57Participation
\n
1.A signatory whose instrument of ratification, acceptance or approval is deposited on or before the date on which this Agreement enters into force shall become a participant on that date. A signatory whose instrument of ratification, acceptance or approval is deposited thereafter and before the date prescribed in or pursuant to Article 55 (2) shall, become a participant on the date of such deposit.
\n
2.A State which is not an original participant may become a participant pursuant to Article 3 (3), and notwithstanding the provisions of Articles 54 and 55, such participation shall be effected by signing this Agreement and by depositing with the Bank an instrument of ratification, acceptance or approval, which shall take effect on the date of such deposit.
\n
ARTICLE 58Reservations
\n
A State may, when depositing its instrument of ratification, acceptance or approval, declare:
\n
1.that in its territory the immunity conferred by Article 43 (1) and by Article 48 shall not apply in relation to a civil action arising out of an accident caused by a motor vehicle belonging to the Fund or operated on its behalf, or to a traffic offence committed by the driver of such a vehicle;
\n
2.that it retains for itself and its political subdivisions the right to tax salaries and emoluments paid by the Fund to that State’s citizens, nationals or residents;
\n
3.that it understands that the Fund will not normally claim exemption from excise duties levied by that State on goods originating in its territory, and from taxes on the sale of movable and immovable property, which form part of the price to be paid, but that where the Fund is making important purchases for official use of property on which such duties and taxes have been charged or are chargeable, whenever possible, appropriate administrative arrangements will be made by that State for the remission or return of the amount of duty or tax; and 4. that the provisions of Article 49 (3) shall apply to articles in respect of which a remission or return of duty or tax has been made by that State pursuant to the arrangements referred to in sub-paragraph (iii).
\n
ARTICLE 59Notification
\n
The Bank shall notify all signatories of: (a) any signature; (b) any deposit of an instrument of ratification, acceptance or approval; (c) the date of entry into force of this Agreement; and (d) any declarations or reservations made at the time of deposit of an instrument of ratification, acceptance or approval.
\n
ARTICLE 60Inaugural Meeting
\n
1.As soon as this Agreement enters into force, each State participant shall appoint a governor, and the Chairman of the Board of Governors shall call the inaugural meeting of the Board of Governors.
\n
2.At the inaugural meeting: (a) twelve directors of the Fund shall be designated and selected pursuant to Article 27 (2) and (3) ; and (b) arrangements shall be made for determining the date on which the Fund shall commence operations.
\n
3.The Fund shall notify all participants of the date of commencement of its operations. Reasonable and necessary expenses incurred by the Bank in establishing the Fund, including subsistence expenses of governors and their alternates in attending the Inaugural Meeting, shall be reimbursed by the Fund.
\n
IN WITNESS WHEREOF the undersigned, being thereunto duly authorized, have signed this Agreement.
\n
DONE at Abidjan, this twenty-ninth day of November, one thousand nine hundred and seventy-two, in the English and French languages, both texts being equally authentic, in a single copy, which shall remain deposited with the Bank.
\n
The Bank shall transmit certified copies of this Agreement to each signatory.
\n
SCHEDULE A 1. ORIGINAL PARTICIPANTS The following States shall be eligible to become original participants: Belgium, Brazil, Canada, Denmark, Finland, Federal Republic of Germany, Italy, Japan, The Netherlands, Norway, Spain, Sweden, Switzerland, The United Kingdom, The United States of America and Yugoslavia.
\n
Any of the aforementioned States which, after 31 December 1973, makes a subscription of at least 15 million United States dollars shall, nevertheless, be deemed an original participant provided it signs and ratifies this Agreement on or before 31 December 1974.
\n
2.INITIAL SUBSCRIPTIONS The Bank and the following States which have signed this Agreement have subscribed the following amounts:
\n
SUBSCRIPTIONS IN UNITS OF ACCOUNT African Development Bank 5,000,000 Belgium 3,000,000 Brazil 2,000,000 Canada 15,000,000 Denmark 5,000,000 Federal Republic of Germany 7,447,630 Finland 2,000,000 Italy 10,000,000 Japan 15,000,000 Netherlands 4,000,000 Norway 5,000,000 Spain 2,000,000 Sweden 5,000,000 Swiss Confederation 3,000,000 United Kingdom 5,211,420 Yugoslavia 2,000,000 Total 90,659,050 SCHEDULE B* DESIGNATION AND SELECTION OF DIRECTORS
\n
Part I
\n
Designation of Directors by the Bank 1. The President of the Bank shall give to the Fund, on the occasion of each designation by the Bank of directors of the Fund, a notification setting forth: (i) the names of the directors so designated; and (ii) the number of votes which each such director shall be entitled to cast.
\n
2.When there shall be a vacancy in the office of a director designated by the Bank, the President shall notify to the Fund the name of the person designated by the Bank as his successor.
\n
Part II
\n
Selection of Directors by Governors representing State Participants 1. In balloting for the selection of directors, each governor representing a State participant shall cast for one person all of the votes to which the State appointing him is entitled. The six persons receiving the greatest number of votes shall be directors, except that no person who receives less than 12 per cent of the total of the votes of such governors shall be considered elected.
\n
2.When six persons are not elected on the first ballot, a second ballot shall be held in which the person who received the lowest number of votes shall be ineligible for election and in which there shall vote only (a) those governors who voted in the first ballot for a person not elected and (b) those governors whose votes for a person elected are deemed under 3 below to have raised the votes cast for that person above fifteen per cent of the eligible votes.
\n
3.In determining whether the votes cast by a governor are to be deemed to have raised the total of any person above fifteen per cent of the eligible votes, the fifteen per cent shall be deemed to include, first, the votes of the governor casting the largest number of votes for such person, then the votes of the governor casting the next largest number, and so on until fifteen per cent is reached.
\n
4.Any governor, part of whose votes must be counted in order to raise the total of any person above 12 per cent, shall be considered as casting all of his votes for such person even if the total votes for such person thereby exceed fifteen per cent.
\n
5.If, after the second ballot, six persons have not been elected, further ballots shall be held on the same principles until six persons have been elected, provided that after five persons are elected, the sixth may be elected by a simple majority of the remaining votes and shall be deemed to have been elected by all such votes.
\n
6.The governors representing State participants may change the foregoing rules by a 75 per cent majority of the total voting power of such governors.
\n
7.There shall be a new selection of directors representing State participants at each of the first three annual meetings of the Board of Governors.
\n
8.Each director shall appoint an alternate who shall have full power to act for him when he is not present. Directors and their alternates shall be nationals of State participants.
\n
1 Paragraph 1(a) of this Article sets forth only the initial amount and value of the capital stock at the date of the creation of the Bank. Following the six general capital increases of 1974, 1979, 1984, 1987, 1998 and 2010, the authorized capital currently is sixty five billion eight hundred and sixty million three hundred and sixty thousand units of account (UA 65,860,360,000).
\n
2 Modified by virtue of the provisions of Resolution B/BG/2010/10 adopted by the Board of Governors on 27 May 2010.
\n
3 According to the Memorandum on the interpretation of Article 65 of this Agreement, the words «authorized capital stock of the Bank» shall be understood to refer to such authorized capital stock of the Bank as is equivalent to 211.2 million units of account and as corresponds to the aggregate initial number of shares to be subscribed by the States that may acquire its membership in accordance with paragraph 1 of Article 64 of this Agreement. For the text of the Memorandum, see page 97 of the Final Act of the Conference of Finance Ministers on the Establishment of an African Development Bank held under the auspices of the United Nations Economic Commission for Africa. * GENERAL COUNSEL’S NOTE (1979) : The adoption of the amendment to Article 33 whereby the membership of the Bank’s Board of Directors was increased from nine to eighteen, and provision was made for the exclusive election of twelve directors by regional members and six by non-regional members, necessitated the establishment in annex B to the Agreement of separate rules for the election of the regional and non-regional directors. The same amendment also made it necessary for the Board of Governors to reconsider the minimum and maximum percentages established in the original version of annex B for the election of a director. The Board of Governors, during the consideration of this amendment, decided that in the section of annex B that deals with the election of regional directors, the respective percentages should be eight and ten instead of ten and twelve as in the original rules, and at the same time fixed the minimum and maximum percentages for the election of non-regional directors at fourteen and nineteen respectively. These decisions having been taken before the adoption of the resolution amending the Bank Agreement, the resulting amendment is deemed to have included the adoption of the new minimum and maximum percentage figures. However, reference should be made to the Rules for the Election of Executive Directors and the relevant resolution authorizing their election, which may include variations of the minimum and maximum percentages contained in this annex B.
\n
GENERAL COUNSEL’S NOTE (2010) : With the adoption of Resolution B/BG/2002/04 varying the Rules for the Election of Executive Directors, the minimum percentage for the election of regional directors changed from eight to six per cent while the maximum stayed at ten per cent. The adoption of Resolution B/BG/2010/10 increasing the number of directors from eighteen to twenty implies that the minimum percentage of normalized total voting power required for the election of regional directors has changed to five and a half per cent while the maximum has been reduced from ten per cent to seven per cent. In the case of non-regional directors the minimum and maximum percentages required are now twelve per cent and seventeen per cent, respectively.
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1 Modified by virtue of the provisions of Resolution F/BG/2010/03 adopted by the Board of Governors on 27 May 2010. * GENERAL COUNSEL’S NOTE (2010) : The provisions of this Schedule B shall be read and interpreted in light of Board of Governors Resolution F/BG/2010/03 adopted on 27 May 2010 pursuant to which the number of Directors on the Board of Directors of the Fund was increased from twelve to fourteen.
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