L.R.O. 1/ 2012
LAWS OF GUYANA
INTER-AMERICAN DEVELOPMENT BANK ACT
CHAPTER 74:10
Act
11 of 1976





(inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
1 - 90 ... 1/2012
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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.




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CHAPTER 74:10
INTER-AMERICAN DEVELOPMENT BANK ACT
ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
3. Approval of acceptance of the Agreement.
4. Financial provisions relating to membership of the Bank.
5. Certain provisions of the Agreement given the force of law in
Guyana.
6. Power of the Minister to make orders.
7. Amendment of the First Schedule and matters consequential
thereon.
FIRST SCHEDULE
SECOND SCHEDULE
__________________________
11 of 1976 An Act to provide for the membership of Guyana in the
Inter- American Development Bank.
[18TH SEPTEMBER, 1976]
Short title.

Interpretation.
1. This Act may be cited as the Inter-American
Development Bank Act.
2. In this Act—
“the Agreement” means the Agreement establishing the Inter-
American Development Bank, the original of which is
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First Schedule.
Second
Schedule.

Approval of
acceptance of
the Agreement.
Financial
provisions
relating to
membership of
the Bank.
deposited in the archives of the Organisation of
American States and of which the text of the Articles as
amended at the time of the enactment of this Act, is set
out in the first schedule;
“Bank” means the Inter-American Development Bank
established under the Agreement;
“Minister” means the Minister responsible for finance;
“the Resolution” means the Resolution set out in the
Second Schedule embodying the terms and conditions
governing the admission of Guyana to membership of
the Bank adopted by the Board of Governors of the Bank
on the 20th August, 1976.
3. Acceptance by the Government of the Agreement
is hereby approved.
4. (1) There shall be paid out of the Consolidated
Fund, on the warrant of the Minister, all payments required to
be made from time to time to the Bank in respect of Guyana
under the Agreement and the Resolution.
(2) The Minister may, if he thinks fit, create and issue
to the Bank non-negotiable, non-interest bearing notes
or other like securities in lieu of any portion of the
subscription to the authorised capital of the Bank or the
contribution to the Fund for Special Operations payable in
the currency of Guyana and any sums payable in respect of
such notes or securities so issued shall be charged on the
Consolidated Fund.
(3) Any sums received by the Government from the
Bank on account of Guyana’s subscription to the capital stock
of the Bank shall be paid into the Consolidated Fund.
(4) The Bank of Guyana shall act as a depository for
the holding of the currency of Guyana and other assets of the
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Certain
provisions of
the Agreement
given the force
of law in
Guyana.
Power of the
Minister to
make orders.
Amendment of
the First
Schedule and
matters
consequential
thereon.
Bank.
5. The provisions of sections 2 to 9 (inclusive) of
Article XI of the Agreement (which relate to the status,
immunities and privileges to be accorded to the Bank shall
have the force of law in Guyana.
6. The Minister may by order make such provisions
as may be necessary for carrying into effect any of the
provisions of the Agreement.
7. (1) Where any amendment to the Agreement is
accepted by the Government, the Minister may by order
amend the First Schedule by including therein the
amendment so accepted.
(2) Any order made under this section may contain
such consequential, supplemental or ancillary provisions as
appear to the Minister to be necessary or expedient for the
purpose of giving due effect to the amendment accepted
as aforesaid and, without prejudice to the generality of the
foregoing, may contain provisions amending references in
this Act to specific provisions of the Agreement.
(3) Every order made under this section shall be
subject to negative resolution of the National Assembly.
(4) Where the First Schedule is amended
pursuant to this section any reference in this Act or any other
instrument to the Agreement shall, unless the context
otherwise requires, be construed as a reference to the
Agreement as so amended.

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s. 2 & 7
FIRST SCHEDULE
AGREEMENT ESTABLISHING THE INTER-AMERICAN
DEVELOPMENT BANK
The countries on whose behalf this Agreement is
signed agree to create the Inter-American Development Bank,
which shall operate in accordance with the following
provisions:
ARTICLE I
PURPOSE AND FUNCTIONS
Section 1. Purpose
The purpose of the Bank shall be to contribute to the
acceleration of the process of economic and social
development of the regional developing member countries,
individually and collectively.
Section 2. Functions
(a) To implement its purpose, the Bank
shall have the following functions:
(i) to promote the investment of
public and private capital for
development purposes;
(ii) to utilize its own capital,
funds raised by it in financial
markets, and other available
resources, for financing the
development of the member
countries, giving priority to
those loans and guarantees
that will contribute most
effectively to their economic
growth;
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(iii) to encourage private invest-
ment in projects, enterprises,
and activities contributing to
economic development and to
supplement private investment
when private capital is not
available on reasonable terms
and conditions;
(iv) to co-operate with the member
countries to orient their
development policies toward a
better utilization of their
resources, in a manner
consistent with the objectives of
making their economies more
complementary and of
fostering the orderly growth
of their foreign trade; and
(v) to provide technical assistance
for the preparation, financing,
and implementation of
development plans and
projects, including the study of
priorities and the formulation
of specific project proposals.
(b) In carrying out its functions, the Bank
shall co- operate as far as possible
with national and international
institutions and with private sources
supplying investment capital.

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ARTICLE II
MEMBERSHIP IN AND CAPITAL OF THE BANK
Section 1. Membership
(a) The original members of the Bank
shall be those members of the
Organization of American States
which, by the date specified in Article
XV, Section 1 (a), shall accept
membership in the Bank.
(b) Membership shall be open to
other members of the Organization
of American States and to Canada,
Bahamas and Guyana, at such times
and in accordance with such terms as
the Bank may determine.
Non-regional countries which are members of the
International Monetary Fund, and Switzerland, may
also be admitted to the Bank, at such times and under such
general rules as the Board of Governors shall have
established. Such general rules may be amended only by
decision of the Board of Governors by a two-thirds majority
of the total number of governors, including two- thirds of the
governors of non-regional members, representing not less
than three-fourths of the total voting power of the member
countries.
Section 1A. Categories of Resources
The resources of the Bank shall consist of the ordinary
capital resources, provided for in this article, and the inter-
regional capital resources, provided for in Article IIA, and the
resources of the Fund for Special Operations established
by Article IV (hereinafter called the Fund).
Section 2. Authorised Ordinary Capital
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(a) The authorized ordinary capital stock
of the Bank initially shall be in the
amount of eight hundred fifty million
dollars ($850,000,000) in terms of
United States dollars of the weight
and fineness in effect on January 1,
1959 and shall be divided into 85,000
shares having a par value of $10,000
each, which shall be available for
subscription by members in
accordance with Section 3 of this
article.
(b) The authorized ordinary capital
stock shall be divided into paid- in
shares and callable shares. The
equivalent of four hundred million
dollars ($400,000,000) shall be paid-in,
and four hundred fifty million dollars
($450,000,000) shall be callable for the
purposes specified in Section 4 (a) (ii)
of this article.
(c) The ordinary capital stock indicated
in (a) of this section shall be increased
by five hundred million dollars
($500,000,000) in terms of United
States dollars of the weight and
fineness existing on January 1, 1959,
provided that:
(i) the date for payment of
all subscriptions established
in accordance with Section 4
of this article shall have passed;
and
(ii) a regular or special meeting
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of the Board of Governors,
held as soon as possible after
the date referred to in
subparagraph (i) of this
paragraph, shall have approved
the above-mentioned increase
of five hundred million
dollars ($500,000,000) by a
three-fourths majority of the
total voting power of the
member countries.
(d) The increase in capital stock
provided for in the preceding
paragraph shall be in the form of
callable capital.
(e) Notwithstanding the provisions of
paragraphs (c) and (d) of this section
and subject to the provisions of
Article VIII, Section 4 (b), the
authorized ordinary capital stock may
be increased when the Board of
Governors deems it advisable and in a
manner agreed upon by a three-
fourths majority of the total voting
power of the member countries,
including a two-thirds majority of the
governors of regional members.
(f) Whenever the authorized inter-
regional capital stock is increased
pursuant to Article IIA, Section 1
(c), and a member exercises the
option provided for in Article II,
Section 3 (f), ordinary capital stock
shall be increased in the amount
required to allow such member to
exercise that option and the inter-
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regional capital stock available for
subscription by that member shall be
reduced in an equivalent amount and
be appropriately cancelled.
Section 3. Subscription of Shares
(a) Each regional member shall subscribe
to shares of the ordinary capital stock
of the Bank, and non-regional
members may subscribe thereto in
accordance with the terms of
paragraph (b) of this section and in
accordance with such terms as the
Board of Governors shall establish.
The number of shares to be
subscribed by the original members
shall be those set forth in Annex A of
this Agreement, which specifies the
obligation of each member as to both
paid-in and callable capital. The
number of shares to be subscribed by
other members shall be determined
by the Bank.
(b) In case of an increase in ordinary
capital pursuant to Section 2,
paragraph (c) or (e) of this article, or
an increase in inter- regional capital
pursuant to Article 11A, Section 1 (c),
or an increase in both ordinary and
inter-regional capital, each member
shall have a right to subscribe, under
such conditions as the Bank shall
decide, to a proportion of the
increase of stock equivalent to the
proportion which its stock theretofore
subscribed bears to the total capital
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stock of the Bank. No member,
however, shall be obligated to
subscribe to any part of such
increased capital.
(c) Shares of ordinary capital stock
initially subscribed by original
members shall be issued at par. Other
shares shall be issued at par unless
the Bank decides in special
circumstances to issue them on other
terms.
(d) The liability of the member countries
on ordinary capital shares shall be
limited to the unpaid portion of their
issue price.
(e) Shares of ordinary capital stock shall
not be pledged or encumbered in any
manner, and they shall be transferable
only to the Bank.
(f) Any member having the right to
subscribe to the inter-regional capital
stock of the Bank under paragraph (b)
of this section, shall have the option of
waiving that right and subscribing in
lieu thereof to an equivalent amount
of ordinary capital stock.
Section 4. Payment of Subscriptions
(a) Payment of the subscriptions to the
ordinary capital stock of the Bank as
set forth in Annex A shall be made as
follows:

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(i) Payment of the amount
subscribed by each country to
the paid-in capital stock of the
Bank shall be made in three
instalments, the first of which
shall be 20 per cent, and the
second and third each 40 per
cent, of such amount. The first
instalment shall be paid by each
country at any time on or after
the date on which this
Agreement is signed, and the
instrument of acceptance or
ratification deposited, on its
behalf in accordance with
Article XV, Section 1, but not
later than September, 30, l960.
The remaining two instalments
shall be paid on such dates as
are determined by the Bank,
but not sooner than September
30, 1961, and September 30,
1962, respectively.
Of each instalment, 50 per cent shall be paid in gold
and/or dollars and 50 per cent in the currency of the member.
(ii) The callable portion of the
subscription for ordinary
capital shares of the Bank shall
be subject to call only when
required to meet the obligations
of the Bank created under
Article III, Section 4 (ii) and (v)
on borrowings of funds for
inclusion in the Bank’s
ordinary capital resources
or guarantees chargeable to
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such resources. In the event of
such a call, payment may be
made at the option of the
member either in gold, in
United States dollars, or in the
currency required to discharge
the obligations of the Bank for
the purpose for which the call is
made.
Calls on unpaid subscriptions shall be uniform
in percentage on all shares.
(a) Each payment of a member in its own
currence under paragraph of this
section shall be in such amount as, in
the opinion of the Bank, is equivalent
to the full value in terms of United
States dollars of the weight and
fineness in effect on January 1, 1959,
of the portion of the subscription
being paid. The initial payment shall
be in such amount as the member
considers appropriate hereunder but
shall be subject to such adjustment, to
be effected within 60 days of the date
on which the payment was due, as
the Bank shall determine to be
necessary to constitute the full dollar
value equivalent as provided in this
paragraph.
(b) Unless otherwise determined by the
Board of Governors by a three-fourths
majority of the total voting power of
the member countries, the liability of
members for payment of the second
and third instalments of the paid-in
portion of their subscriptions to the
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capital stock shall be conditional upon
payment of not less than 90 per cent
of the total obligations of the
members due for:
(i) the first and second
instalments, respectively, of the
paid-in portion of the
subscriptions; and
(ii) the initial payment and all
prior calls on the subscription
quotas to the Fund.
Section 5. Ordinary Capital Resources
As used in this Agreement, the term “ordinary
capita resources” of the Bank shall be deemed to include the
following:
(i) authorized ordinary capital,
including both paid-in and
callable shares, subscribed
pursuant to Sections 2 and 3 of
this article;
(ii) all funds raised by borrowings
under the authority of Article
VII, Section 1 (i) to which the
commitment set forth in Section
4 (a) (ii) of this article is
applicable;
(iii) all funds received in repayment
of loans made with the
resources indicated in (i) and
(ii) of this section;
(iv) all income derived from
loans made from the
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aforementioned funds or from
Guarantees to which the
commitment set forth in Section
4 (a) (ii) of this article is
applicable; and
(v) all other income derived from
any of the resources mentioned
above.
ARTICLE IIA
INTER-REGIONAL CAPITAL OF THE BANK
Section 1. Authorised Inter-regional Capital
(a) The initial authorized inter-regional
capital stock of the Bank shall be four
hundred twenty million dollars
($420,000,000) in terms of United
States dollars of the weight and
fineness in effect on January 1, 1959
and shall be divided into 42,000
shares having a par value of $10,000
each, which shall be available for
subscription by members in
accordance with Section 2 of this
article.
(b) The authorized inter-regional capital
stock shall be, divided into paid-in
shares and callable shares. Of the
initial authorized inter- region capital
stock, the equivalent of seventy
million dollars ($70,000,000) shall be
paid-in, and three hundred fifty
million dollars ($350,000,000) shall be
callable for the purposes specified in
Section 3 (c) of this article.
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(c) Subject to the provisions of Article
VIII, Section 4 (b), the authorized
inter-regional capital stock may be
increased when the Board of
Governors deems it advisable and in a
manner agreed upon by a two-thirds
majority of the total number of
governors, including two- thirds of
the governors of regional members,
representing not less than three-
fourths of the total voting power of
the member countries.
(d) Whenever the authorized ordinary
capital stock is increased pursuant to
Article II, Section 2 (e), and a
member exercises the option provided
for in Article IIA, Section 2 (g), inter-
regional capital stock shall be
increased in the amount required to
allow such member to exercise that
option and the ordinary capital stock
available for subscription by that
member shall be reduced in an
equivalent amount and be
appropriately cancelled.
Section 2. Subscription of Shares of Inter-regional Capital
(a) Each non-regional member shall
subscribe to shares of the inter-
regional capital stock, and regional
members may subscribe thereto in
accordance with the terms of Article
II, Section 3 (b), and in accordance
with such terms as the Board of
Governors shall establish, subject to
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the provisions of this section.
(b) The subscription of each original
non-regional member shall be such
number of shares of paid-in and
callable inter- regional capital stack as
may be determined by the Bank. The
subscription, including the manner of
its payment, of any new non- regional
member shall be determined by the
Bank with due regard to the
conditions of the existing
subscriptions.
(c) Regional members may subscribe to
the inter- regional capital stock on
such terms as the Bank may
determine, giving due regard to the
conditions established for
subscriptions by non-regional
members.
(d) Shares of the initial authorized inter-
regional capital stock shall be issued
at par. Other shares shall be issued at
par unless the Bank decides in special
circumstances to issue them on other
terms.
(e) The liability of the member
countries on inter- regional capital
shares shall be limited to the unpaid
portion of their issue price.
(f) Shares of inter-regional capital stock
shall not be pledged or
encumbered in any manner, and
they shall be transferable only to
the Bank.
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(g) Any member having the right to
subscribe to the ordinary capital stock
of the Bank under Article II, Section 3
(b), shall have the option of waiving
that right and subscribing in lieu
thereof to an equivalent amount of
inter-regional capital stock.
Section 3. Payment of Subscriptions to Inter-regional Capital
(a) Payment of the amount subscribed by
each country to the paid- in inter-
regional capital stock shall be made
entirely in the currency of the
respective member, which shall make
arrangements satisfactory to the Bank
to assure that, subject to the
provisions of Article V, Section 1 (c),
its currency shall be freely convertible
into the currencies of other countries
for the purposes of the Bank’s
operations.
(b) Each payment of a member under
paragraph (a) of this section shall be
in such amount as, in the opinion of
the Bank, is equivalent to the full
value in terms of United States dollars
of the weight and fineness in effect on
January 1, 1959, of the portion of the
subscription being paid. The initial
payment shall be in such amount as
the member considers appropriate
hereunder but shall be subject to
such adjustment, to be effected
within 60 days of the date on which
the payment was due, as the Bank
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shall determine to be necessary to
constitute the full dollar value
equivalent as provided in this
paragraph.
(c) The callable portion of the
subscription for inter- regional
capital shares of the Bank shall be
subject to call only when required to
meet the obligations of the Bank
created under Article III, Section 4 (iv)
and (v), on borrowings of funds for
inclusion in the Bands inter- regional
capital resources or guarantees
chargeable to such resources. In the
event of such a call, payment may be
made at the option of the member
either in fully convertible currency of
a member country or in the currency
required to discharge the obligations
of the Bank for the purpose for which
the call is made.
Calls on unpaid subscriptions of inter-regional
callable capital shall be uniform in percentage on all such
shares.
Section 4. Inter-regional Capital Resources
As used in this Agreement, the term “inter-
regional capital resources” of the Bank shall be deemed
to include the following:
(i) Authorized inter-regional
capital, including both paid- in
and callable shares,
subscribed pursuant to
Section 2 of this article;

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(ii) all funds raised by borrowings
under the authority of Article
VII, Section 1 (i) to which
the commitment set forth in
Section 3 (c) of this article is
applicable;
(iii) all funds received in repayment
of loans made with the
resources indicated in (i) and
(ii) of this section;
(iv) all income derived from loans
made from the aforementioned
funds or from guarantees to
which the commitment set forth
in Section 3 (c) of this article is
applicable; and
(v) all other income derived from
any of the resources mentioned
above.
ARTICLE III
OPERATIONS
Section 1. Use of Resources
The resources and facilities of the Bank shall be used
exclusively to implement the purpose and functions
enumerated in Article I of this Agreement as well as to
finance the development of any of the members of the
Caribbean Development Bank by providing loans and
technical assistance to that institution.
Section 2. Categories of Operations

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(a) The operations of the Bank shall be
divided into ordinary operations,
inter-regional resources operations,
and special operations.
(b) The ordinary operations shall be those
financed from the Bank’s ordinary
capital resources, as defined in
Article II, Section 5. The inter-
regional resources operations shall be
those financed from the Bank’s inter-
regional capital resources, as defined
in Article IIA, Section 4. Both
types of operations shall relate
exclusively to loans made,
participated in, or guaranteed by the
Bank which are repayable only in the
respective currency or currencies in
which the loans were made. Such
operations shall be subject to the
terms and conditions that the Bank
deems advisable, consistent with the
provisions of this Agreement.
(c) The special operations shall be those
financed from the resources of the
Fund in accordance with the
provisions of Article IV.
Section 3. Basic Principle of Separation
(a) Subject to the amending provisions of
Article XII (a) (ii), the ordinary capital
resources, as defined in Article II,
Section 5, the inter- regional capital
resources as defined in Article IIA,
Section 4, and the resources of the
Fund, as defined in Article IV, Section
3 (h), shall at all times and in all
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respects be held, used, obligated,
invested, or otherwise disposed of
entirely separate from each other.
(b) The ordinary capital resources and
the inter-regional capital resources
shall under no circumstances be
charged with, or used to discharge,
obligations, liabilities or losses arising
out of operations for which the
resources of the Fund were originally
used or committed.
(c) The ordinary capital resources shall
under no circumstances be charged
with, or used to discharge,
obligations, liabilities or losses
chargeable to the inter-regional
capital resources, and, except as
provided in Article VII, Section 3
(d), the inter-regional capital
resources shall under no
circumstances be charged with, or
used to discharge, obligations,
liabilities or losses chargeable to the
ordinary capital resources.
(d) The financial statements of the
Bank shall show separately the
ordinary operations, the inter-regional
resources operations, and the special
operations, and the Bank
shall establish such other
administrative rules as may be
necessary to ensure the effective
separation of the three types of
operations.

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(e) Expenses pertaining directly to
ordinary operations shall be charged
to the ordinary capital resources.
Expenses pertaining directly to inter-
regional resources operations shall be
charged to the inter-regional capital
resources. Expenses pertaining
directly to special operations shall be
charged to the resources of the Fund.
Other expenses shall be charged as
the Bank determines.
Section 4. Methods of Making or Guaranteeing Loans
Subject to the conditions stipulated in this article,
the Bank may make or guarantee loans to any member, or any
agency or political subdivision thereof, to any enterprise in
the territory of a member and to the Caribbean Development
Bank, in any of the following ways:
(i) by making or participating in
direct loans with funds
corresponding to the
unimpaired paid-in ordinary
capital and, except as provided
in Section 13 of this article, to
its reserves and undistributed
surplus; or with the
unimpaired resources of the
Fund;
(ii) by making or participating in
direct loans with funds raised
by the Bank in capital markets,
or borrowed or acquired in any
other manner, for inclusion in
the ordinary capital resources
of the Bank or the resources of
the Fund;
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(iii) by making or participating in
direct loans with funds
corresponding to the
unimpaired paid-in inter-
regional capital, including any
reserves or undistributed
surplus pertaining to such
resources;
(iv) by making or participating in
direct loans with funds raised
by the Bank in capital markets,
or borrowed or acquired in any
other manner, for inclusion
in the inter- regional capital
resources of the Bank; and
(v) by guaranteeing, with the
ordinary capital resources, the
inter-regional capital resources,
or the resources of the Fund, in
whole or in part loans made,
except in special cases, by
private investors.
Section 5. Limitations on Operations
(a) The total amount outstanding of loans
and guarantees made by the Bank in
its ordinary operations shall not at
any time exceed the total amount of
the unimpaired subscribed ordinary
capital of the Bank, plus the
unimpaired reserves and surplus
included in the ordinary capital
resources of the Bank, as defined in
Article II, Section 5, exclusive of
income assigned to the special
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reserve established pursuant to
Section 13 of this article and other
income of the ordinary capital
resources assigned by decision of
the Board of Governors to
reserves not available for loans or
guarantees.
(b) The total amount outstanding of loans
and guarantees made by the Bank in
its inter-regional resources operations
shall not at any time exceed the total
amount of the unimpaired subscribed
inter-regional capital of the Bank, plus
the unimpaired reserves and surplus
included in the inter-regional capital
resources of the Bank, as defined in
Article IIA, Section 4, exclusive of
income of the inter-regional
capital resources assigned by decision
of the Board of Governors to reserves
not available for loans or guarantees.
(c) In the case of loans made out of funds
borrowed by the Bank to which the
obligations provided for in Article II,
Section 4 (a) (ii), are applicable, the
total amount of principal outstanding
and payable to the Bank in a specific
currency shall at no time exceed the
total amount of principal of the
outstanding borrowings by the Bank
for inclusion in its ordinary capital
resources that are payable in the same
currency.
(d) In the case of loans made out of funds
borrowed by the Bank to which the
obligations provided for in Article
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IIA, Section 3 (c), are applicable, the
total amount of principal outstanding
and payable to the Bank in a specific
currency shall at no time exceed the
total amount of principal of the
outstanding borrowings by the Bank
for inclusion in its inter-regional
capital resources that are payable in
the same currency.
Section 6. Direct Loan Financing
In making direct loans or participating in them, the
Bank may provide financing in any of the following ways:
(a) By furnishing the borrower currencies
of members, other than the currency
of the member in whose territory the
project is to be carried out, that are
necessary to meet the foreign
exchange costs of the project.
(b) By providing financing to meet
expenses related to the purposes of
the loan in the territories of the
country in which the project is to be
carried out. Only in special cases,
particularly when the project
indirectly gives rise to an increase in
the demand for foreign exchange in
that country, shall the financing
granted by the Bank to meet local
expenses be provided in gold or in
currencies other than that of such
country; in such cases, the amount of
the financing granted by the Bank for
this purpose shall not exceed a
reasonable portion of the local
expenses incurred by the borrower.
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Section 7. Rules and Conditions for Making or Guaranteeing Loans
(a) The Bank may make or guarantee
loans subject to the following rules
and conditions:
(i) the applicant for the loan
shall have submitted a
detailed proposal and the staff
of the Bank shall have
presented a written report
recommending the proposal
after a study of its merits. In
special circumstances, the
Board of Executive Directors,
by a majority of the total voting
power of the member countries,
may require that a proposal be
submitted to the Board for
decision in the absence of such
a report;
(ii) in considering a request for a
loan or a guarantee, the Bank
shall take into account the
ability of the borrower to obtain
the loan from private sources
of financing on terms which,
in the opinion of the Bank, are
reasonable for the borrower
taking into account all pertinent
factors;
(iii) in making or guaranteeing a
loan, the Bank shall pay due
regard to prospects that the
borrower and its guarantor, if
any, will be in a position to
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meet their obligations under
the loan contract;
(iv) in the opinion of the Bank, the
rate of interest, other charges
and the schedule for repayment
of principal are appropriate for
the project in question;
(v) in guaranteeing a loan made by
other investors, the Bank shall
receive suitable compensation
for its risk; and
(vi) loans made or guaranteed by
the Bank shall be principally for
financing specific projects,
including those forming part of
a national or regional
development programme.
However, the Bank may make
or guarantee over-all loans to
development institutions or
similar agencies of the
members in order that the latter
may facilitate the financing of
specific development projects
whose individual financing
requirements are not, in the
opinion of the Bank, large
enough to warrant the direct
supervision of the Bank.
(b) The Bank shall not finance any
undertaking in the territory of a
member if that member objects to
such financing.

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Section 8. Optional Conditions for Making or Guaranteeing Loans
(a) In the case of loans or guarantees of
loans to non- governmental entities,
the Bank may, when it deems it
advisable, require that the member in
whose territory the projects is to be
carried out, or a public institution or a
similar agency of the member
acceptable to the Bank, guarantee the
repayment of the principal and the
payment of interest and other charges
on the loan.
(b) The Bank may attach such other
conditions to the making of loans or
guarantees as it deems appropriate,
taking into account both the interests
of the members directly involved in
the particular loan or guarantee
proposal and the interests of the
members as a whole.
Section 9. Use of Loans Made or Guaranteed by the Bank
(a) Except as provided in Article V,
Section 1, the Bank shall impose no
condition that the proceeds of a loan
shall be spent in the territory of any
particular country nor that such
proceeds shall not be spent in the
territories of any particular member
or members; provided, however, that
with respect to any increase of the
resources of the Bank the question of
restriction of procurement by the
Bank or any member with regard to
those members which do not
participate in an increase under the
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terms and conditions specified by
the Board of Governors may be
determined by the Board of
Governors.
(b) The Bank shall take the necessary
measures to ensure that the proceeds
of any loan made, guaranteed, or
participated in by the Bank are used
only for the purposes for which the
loan was granted, with due attention
to considerations of economy and
efficiency.
Section 10. Payment Provisions for Direct Loans
Direct loan contracts made by the Bank in
conformity with Section 4 of this article shall establish:
(a) All the terms and conditions of each
loan, including among others,
provision for payment of principal,
interest and other charges, maturities,
and dates of payment; and
(b) The currency or currencies in which
payments shall be made to the Bank.
Section 11. Guarantees
(a) In guaranteeing a loan the Bank
shall charge a guarantee fee, at a
rate determined by the Bank,
payable periodically on the amount of
the loan outstanding.
(b) Guarantee contracts concluded by
the Bank shall provide that the Bank
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may terminate its liability with
respect to interest if, upon default by
the borrower and by the guarantor, if
any, the Bank offers to purchase, at
par and interest accrued to a date
designated in the offer, the bonds or
other obligations guaranteed.
(c) In issuing guarantees, the Bank shall
have power to determine any other
terms and conditions.
Section 12. Special Commission
On all loans, participations, or guarantees made out of
or by commitment of the ordinary capital resources of the
Bank, the latter shall charge a special commission. The
special commission, payable periodically, shall be computed
on the amount outstanding on each loan, participation, or
guarantee and shall be at the rate of one per cent annum,
unless the Bank, by a two-thirds majority of the total voting
power of the member countries decides to reduce the rate
of commission.
Section 13. Special Reserve
The amount of commissions received by the Bank
under Section 12 of this article shall be set aside as a special
reserve, which shall be kept for meeting liabilities of the Bank
in accordance with Article VII, Section 3 (b) (i). The special
reserve shall be held in such liquid form, permitted under this
Agreement, as the Board of Executive Directors may decide.
ARTICLE IV
FUND FOR SPECIAL OPERATIONS
Section 1. Establishment, Purpose and Functions

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A Fund for Special Operations is established for
the making of loans on terms and conditions appropriate for
dealing with special circumstances arising in specific
countries or with respect to specific projects.
The Fund, whose administration shall be entrusted
to the Bank, shall have the purpose and functions set forth in
Article I of this Agreement.
Section 2. Applicable Provisions
The Fund shall be governed by the provisions of
the present article and all other provisions of this Agreement
excepting those inconsistent with the provisions of the
present article and those expressly applying only to other
operations of the Bank.
Section 3. Resources
(a) The original members of the Bank
shall contribute to the resources of the
Fund in accordance with the
provisions of this section.
(b) Members of the Organization of
American States that join the Bank
after the date specified in Article XV,
Section l (a), Canada, Bahamas and
Guyana, and countries that are
admitted in accordance with Article
II, Section 1 (b) shall contribute to the
Fund with such quotas, and under
such terms, as may be determined by
the Bank.
(c) The Fund shall be established with
initial resources in the amount of one
hundred fifty million dollars
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($150,000,000) in terms of United
States dollars of the weight and
fineness in effect on January 1, 1959,
which shall be contributed by the
original members of the Bank in
accordance with the quotas specified
in Annex B1.
(d) Payment of the quotas shall be made
as follows:
(i) Fifty per cent of its quota shall
be paid by each member at any
time on or after the date on
which this Agreement is
signed, and the instrument of
acceptance or ratification
deposited, on its behalf in
accordance with Article XV,
Section 1, but not later than
September 30, 1960.
(ii) The remaining 50 percent shall
be paid at any time subsequent
to one year after the Bank
has begun operations, in such
amounts and at such times as
are determined by the Bank;
provided, however, that the
total amount of all quotas shall
be made due and payable not
later than the date fixed for
payment of the third instalment
of the subscriptions to the paid-
in capital stock of the Bank.
(iii) The payments required under
this section shall be distributed
among the members in
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proportion to their quotas and
shall be made one- half in gold
and/or United States dollars,
and one-half in the currency of
the contributing member.
(e) Each payment of a member in its own
currency under the preceding
paragraph shall be in such amount as,
in the opinion of the Bank, is
equivalent to the full value, in terms
of United States dollars of the weight
and fineness in effect on January 1,
1959, of the portion of the quota being
paid. The initial payment shall be in
such amount as the member considers
appropriate hereunder but shall be
subject to such adjustment, to be
effected within 60 days of the date on
which payment was due, as the Bank
shall determine to be necessary to
constitute the full dollar value
equivalent as provided in this
paragraph.
(f) Unless otherwise determined by the
Board of Governors by a three-fourths
majority of the total voting power
of the member countries, the liability
of members for payment of any call
on the unpaid portion of their
subscription quotas to the Fund shall
be conditional upon payment of not
less than 90 per cent of the total
obligations of the members for:
(i) the initial payment and all prior
calls on such quota
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subscriptions to the Fund; and
(ii) any instalment due on the paid-
in portion of the subscriptions
to the capital stock of the Bank.
(g) The resources of the Fund shall be
increased through additional
contributions by the members when
the Board of Governors considers it
advisable by a three-fourths majority
of the total voting power of the
member countries. The provisions of
Article II, Section 3 (b), shall apply to
such increases, in terms of the
proportion between the quota in effect
for each member and the total amount
of the resources of the Fund
contributed by members No
member, however, shall be obligated
to contribute any part of such
increase.
(h) As used in this Agreement, the term
“resources of the Fund “shall be
deemed to include the following:
(i) contributions by members
pursuant to paragraphs (c)
and (g) of this section;
(ii) all funds raised by borrowing
to which the commitments
stipulated in Article II, Section
4 (a) (ii), and Article IIA,
Section 3 (c), are not applicable,
i.e., those that are specifically
chargeable to the resources of
the Fund;
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(iii) all funds received in
repayment of loans made
from the resources mentioned
above;

(iv) all income derived from
operations using or
committing any of the
resources mentioned above;
and
(v) any other resources at the
disposal of the Fund.
Section 4: Operations
(a) The operations of the Fund shall be
those financed from its own
resources, as defined in Section 3 (h)
of the present article.
(b) Loans made with resources of the
Fund may be partially or wholly
repayable in the currency of the
member in whose territory the
project being financed will be carried
out. The part of the loan not repayable
in the currency of the member shall be
paid in the currency or currencies in
which the loan was made.
Section 5. Limitation on Liability
In the operations of the Fund, the financial liability
of the Bank shall be limited to the resources and reserves of
the Fund, and the liability of members shall be limited to the
unpaid portion of their respective quotas that has become due
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and payable.
Section 6. Limitation on Disposition of Quotas
The rights of members of the Bank resulting from
their contributions to the Fund may not be transferred or
encumbered, and members shall have the right of
reimbursement of such contributions except in cases of loss of
the status of membership or of termination of the operations
of the Fund.
Section 7. Discharge of Fund Liabilities on Borrowings
Payments in satisfaction of any liability on
borrowings of funds for inclusion in the resources of the Fund
shall be charged:
(i) first, against any reserve established
for this purpose; and
(ii) then, against any other funds
available in the resources of the
Fund.
Section 8. Administration
(a) Subject to the provisions of this
Agreement, the authorities of the
Bank shall have full powers to
administer the Fund.
(b) There shall be a Vice-President of the
Bank in charge of the Fund. The Vice-
President shall participate in the
meetings of the Board of Executive
Directors of the Bank, without
vote, whenever matters relating to the
Fund are discussed.

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(c) In the operations of the Fund the Bank
shall utilize to the fullest extent
possible the same personnel, experts,
installations, offices, equipment, and
services as it uses for its other
operations.
(d) The Bank shall publish a separate
annual report showing the results of
the Fund’s financial operations,
including profits or losses. At the
annual meeting of the Board of
Governors there shall be at least one
session devoted to consideration of
this report. In addition, the Bank shall
transmit to the members a quarterly
summary of the Fund’s operations.
Section 9. Voting
(a) In making decisions concerning
operations of the Fund, each member
country of the Bank shall have the
voting power in the Board of
Governors accorded to it pursuant to
Article VIII, Section 4 (a) and (c), and
each Director shall have the voting
power in the Board of Executive
Directors accorded to him pursuant to
Article VIII, Section 4 (a) and (d).
(b) All decisions of the Bank concerning
the operations of the Fund shall be
adopted by a two-thirds majority of
the total voting power of the member
countries, unless otherwise provided
in this article.

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Section 10. Distribution of Net Profits
The Board of Governors of the Bank shall
determine what portion of the net profits of the Fund shall
be distributed among the members after making provision
for reserves. Such net profits shall be shared in proportion to
the quotas of the members.
Section 11. Withdrawal of Contributions
(a) No country may withdraw its
contribution and terminate its
relations with the Fund while it is still
a member of the Bank.
(b) The provisions of Article IX, Section 3,
with respect to the settlement of
accounts with countries that terminate
their membership in the Bank also
shall apply to the Fund.
Section 12. Suspension and Termination
The provisions of Article X also shall apply to the
Fund with substitution of terms relating to the Fund and its
resources and respective creditors for those relating to the
Bank and its capital resources and respective creditors.
ARTICLE V
CURRENCIES
Section 1. Use of Currencies
(a) The currency of any member held by
the Bank in its ordinary capital
resources, in its inter-regional capital
resources, or in the resources of the
Fund, however acquired, may be used
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by the Bank and by any recipient from
the Bank, without restriction by the
member, to make payments for goods
and services produced in the territory
of such member.
(b) Members may not maintain or impose
restrictions of any kind upon the use
by the Bank or by any recipient from
the Bank, for payments in any
country, of the following:
(i) gold and dollars received by
the Bank in payment of the 50
percent portion of each
member’s subscription to
shares of the Bank’s ordinary
capital and of the 50 per cent
portion of each member’s
quota for contribution to the
Fund, pursuant to the
provisions of Article II and
Article IV, respectively, and
currency received by the Bank
in payment of the
equivalent portion of each
member’s subscription to
shares of the inter-regional
capital pursuant to the
provisions of Article IIA;
(ii) currencies of members
purchased with the resources
referred to in (i) of this
paragraph;
(iii) currencies obtained by
borrowing, pursuant to the
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provisions of Article
VII, Section 1 (i), for inclusion
in the capital resources of the
Bank;
(iv) gold and dollars received by
the Bank in payment on
account of principal, interest,
and other charges, of loans
made from the gold and dollar
funds referred to in (i) of this
paragraph; currencies received
by the Bank in payment on
account of principal, interest,
and other charges, of loans
made from the portion of the
inter-regional capital referred
to in (i) of this paragraph;
currencies received in payment
of principal, interest, and other
charges, of loans made from
currencies referred to in (ii)
and (iii) of this
paragraph; and currencies
received in payment of
commissions and fees on all
guarantees made by the Bank;
and
(v) currencies, other than the
member’s own currency,
received from the Bank
pursuant to Article VII, Section
4 (d) and Article IV, Section 10,
in distribution of net profits.
(c) A member’s currency held by the
Bank, whether in its ordinary capital
resources, in its inter-regional capital
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resources, or in the resources of the
Fund, not covered by paragraph (b) of
this section, also may be used by the
Bank or any recipient from the Bank
for payments in any country without
restriction of any kind, unless the
member notifies the Bank of its desire
that such currency or a portion
thereof be restricted to the uses
specified in paragraph (a) of this
section.
(d) Members may not place any
restrictions on the holding and use
by the Bank, for making
amortization payments or
anticipating payment of or
repurchasing part or all of, the Bank’s
own obligations, of currencies
received by the Bank in repayment of
direct loans made from borrowed
funds included in the ordinary or
inter-regional capital resources of the
Bank.
(e) Gold or currency held by the Bank in
its ordinary capital resources, in its
inter-regional capital resources, or in
the resources of the Fund shall not be
used by the Bank to purchase other
currencies unless authorized by a
two-thirds majority of the total voting
power of the member countries.
Any currencies purchased pursuant
to the provisions of this paragraph
shall not be subject to maintenance of
value under Section 3 of this article.

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Section 2. Valuation of Currencies
Whenever it shall become necessary under this
Agreement to value any currency in terms of another
currency, or in terms of gold, such valuation shall be
determined by the Bank after consultation with the
International Monetary Fund.
Section 3. Maintenance of Value of the Currency Holdings of the
Bank
(a) Whenever the par value in the
International Monetary Fund of a
member’s currency is reduced or the
foreign exchange value of a member’s
currency has, in the opinion of the
Bank, depreciated to a significant
extent, the member shall pay to
the Bank within a reasonable time
an additional amount of its own
currency sufficient to maintain the
value of all the currency of the
member held by the Bank in its
ordinary capital resources, in its inter-
regional capital resources, or in the
resources of the Fund, excepting
currency derived from borrowings by
the Bank. The standard of value for
this purpose shall be the United States
dollar of the weight and fineness in
effect on January 1, 1959.
(b) Whenever the par value in the
International Monetary Fund of a
member’s currency is increased or the
foreign exchange value of such
member’s currency has, in the opinion
of the Bank, appreciated to a
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significant extent, the Bank shall
return to such member within a
reasonable time an amount of that
member’s currency equal to the
increase in the value of the amount of
such currency which is held by the
Bank in its ordinary capital resources,
in its inter-regional capital resources,
or in the resources of the Fund,
excepting currency derived from
borrowings by the Bank. The
standard of value for this purpose
shall be the same as that
established in the preceding
paragraph.
(c) The provisions of this section may be
waived by the Bank when a uniform
proportionate change in the par value
of the currencies of all the Bank’s
members is made by the International
Monetary Fund.
(d) Notwithstanding any other provisions
of this section, the terms and
conditions of any increase in the
resources of the Fund pursuant to
Article IV, Section 3 (g), may include
maintenance of value provisions other
than those provided for in this section
which would apply to the resources of
the Fund contributed by such
increase.
Section 4. Methods of Conserving Currencies
The Bank shall accept from any member promissory
notes or similar securities issued by the government of the
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member, or by the depository designated by such member. in
lieu of any part of the currency of the member representing
the 50 per cent portion of its subscription to the Bank’s
authorized ordinary capital and the 50 per cent portion of its
subscription to the resources of the Fund, which, pursuant to
the provisions of Article II and Article IV, respectively, are
payable by each member in its national currency, provided
such currency is not required by the Bank for the conduct of
its operations. Such notes or securities shall be non-
negotiable, non-interest-bearing, and payable to the Bank at
their par value on demand. On the same conditions, the
Bank shall also accept such notes or securities in lieu of
any part of the subscription of a member to the inter-
regional capital with respect to which part the terms of the
subscription do not require payment in cash.
ARTICLE VI
TECHNICAL ASSISTANCE
Section 1. Provision of Technical Advice and Assistance
The Bank may, at the request of any member
or members, or of private firms that may obtain loans from it,
provide technical advice and assistance in its field of activity,
particularly on:
(i) the preparation,
financing, and execution of
development plans and
projects, including the
consideration of priorities, and
the formulation of loan
proposals on specific national
or regional development
projects; and
(ii) the development and advanced
training, through seminars and
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other forms of instruction, of
Section 2. Co-operative Agreements on Technical Assistance
In order to accomplish the purposes of this article,
the Bank may enter into agreements on technical assistance
with other national or international institutions, either public
or private.
Section 3. Expenses
(a) The Bank may arrange with member
countries or firms receiving technical
assistance, for reimbursement of the
expenses of furnishing such assistance
on terms which the Bank deems
appropriate.
(b) The expenses of providing technical
assistance not paid by the recipients
shall be met from the net income of
the ordinary capital resources, of the
inter-regional capital resources, or of
the Fund. However, during the first
three years of the Bank’s operations,
up to three per cent, in total, of the
initial resources of the Fund may be
used to meet such expenses.
ARTICLE VII
formulation and implementation
of development plans and projects.
personnel specializing in the
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MISCELLANEOUS POWERS AND DISTRIBUTION OF
PROFITS
Section 1. Miscellaneous Powers of the Bank
In addition to the powers specified elsewhere in
this Agreement, the Bank shall have the power to:
(i) borrow funds and in that
connection to furnish such
collateral or other security
therefor as the Bank shall
determine, provided that,
before making a sale of its
obligations in the markets of a
country, the Bank shall have
obtained the approval of that
country and of the member in
whose currency the
obligations are denominated.
In addition, in the case of
borrowings of funds to be
included in the Bank’s
ordinary capital resources or
inter- regional capital
resources, the Bank shall obtain
agreement of such countries
that the proceeds may be
exchanged for the currency of
any other country without
restriction;
(ii) buy and sell securities it has
issued or guaranteed or in
which it has invested, provided
that the Bank shall obtain the
approval of the country in
whose territories the securities
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are to be bought or sold;
(iii) with the approval of a two-
thirds majority of the total
voting power of the member
countries, invest funds not
needed in its operations in such
obligations as it may determine;
(iv) guarantee securities in its
portfolio for the purpose of
facilitating their sale; and
(v) exercise such other powers as
shall be necessary or desirable
in furtherance of its purpose
and functions, consistent with
the provisions of this
Agreement.
Section 2. Warning to be Placed on Securities
Every security issued or guaranteed by the Bank
shall bear on its face a conspicuous statement to the effect that
it is not an obligation of an government, unless it is in fact the
obligation of a particular government, in which case it shall so
state.
Section 3. Methods of Meeting Liabilities of the Bank in Case of
Defaults
(a) The Bank, in the event of actual or
threatened default on loans made or
guaranteed by the Bank using its
ordinary capital resources or its inter-
regional capital resources, shall take
such action as it deems appropriate
with respect to modifying the terms of
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the loan, other than the currency of
repayment.
(b) The payments in discharge of the
Bank’s liabilities on borrowings or
guarantees under Article III, Section 4
(ii) and (v) chargeable against the
ordinary capital resources of the Bank
shall be charged:
(i) first, against the special reserve
provided for in Article III,
Section 13; and
(ii) then, to the extent necessary
and at the discretion of the
Bank, against the other
reserves, surplus, and funds
corresponding to the capital
paid in for ordinary capital
shares.
(c) Whenever necessary to meet
contractual payments of interest,
other charges, or amortization on the
Bank’s borrowings payable out of its
ordinary capital resources, or to meet
the Bank’s liabilities with respect to
similar payments on loans guaranteed
by it chargeable to its ordinary capital
resources, the Bank may call upon the
members to pay an appropriate
amount of their callable ordinary
capital subscriptions, in accordance
with Article II, Section 4 (a) (ii).
Moreover, if the Bank believes that a
default may be of long duration, it
may call an additional part of such
subscriptions not to exceed in any one
year one per cent of the total
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subscriptions of the members to the
ordinary capital resources, for the
following purposes:
(i) to redeem prior to maturity, or
otherwise discharge its liability
on, all or part of the
outstanding principal of any
loan guaranteed by it
chargeable to its ordinary
capital resources in respect of
which the debtor is in default;
and
(ii) to repurchase, or otherwise
discharge its liability on, all or
part of its own outstanding
obligations payable out of its
ordinary capital resources.
(d) The Bank’s liabilities on all
borrowings of funds for inclusion in
its ordinary capital resources which
were outstanding at December 31,
1974 shall be payable out of both the
ordinary capital resources and the
inter-regional capital resources,
including, notwithstanding the
provisions of Article IIA, Section 3
(c), the callable inter-regional capital
subscriptions, provided, however,
that the Bank shall use its best efforts
to discharge its liabilities on such
outstanding borrowings out of its
ordinary capital resources pursuant to
paragraphs (b) and (c) of this section
before discharging such liabilities out
of its inter- regional capital resources
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pursuant to paragraphs (e) and (f) of
this section, for which purpose
appropriate substitution shall be
made in such paragraphs of the term
ordinary capital for inter-regional
capital.
(e) The payments in discharge of the
Bank’s liabilities on borrowings or
guarantees under Article III, Section 4
(iv) and (v) chargeable against the
inter-regional capital resources of the
Bank shall be charged:
(i) first, against any reserve
established for this purpose;
and
(ii) then, to the extent necessary
and at the discretion of the
Bank, against the other
reserves, surplus, and funds
corresponding to the capital
paid in for inter-regional capital
shares.
(f) Whenever necessary to meet
contractual payments of interest,
other charges, or amortization on the
Bank’s borrowings payable out of its
inter-regional capital resources, or to
meet the Bank’s liabilities with respect
to similar payments on loans
guaranteed by it chargeable to its
inter-regional capital resources, the
Bank may call upon the members to
pay an appropriate amount of their
callable inter-regional capital
subscriptions, in accordance with
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Article IIA, Section 3 (c). Moreover, if
the Bank believes that a default may
be of long duration, it may call an
additional part of such subscriptions
not to exceed in any one year one per
cent of the total subscriptions of the
members to the inter-regional capital
resources, for the following purposes:
(i) to redeem prior to maturity, or
otherwise discharge its liability
on, all or part of the
outstanding principal of any
loan guaranteed by it
chargeable to its inter-regional
capital resources in respect of
which the debtor is in default;
and
(ii) to repurchase, or otherwise
discharge its liability on, all or
part of its own outstanding
obligations payable out of its
inter-regional capital resources.
Section 4. Distribution or Transfer of Net Profits and Surplus
(a) The Board of Governors may
determine periodically what
part of the net profits and of the
surplus of the ordinary capital
resources and of the inter-
regional capital resources shall
be distributed. Such
distributions may be made only
when the reserves have reached
a level which the Board of
Governors considers adequate.
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(b) When approving the statements
of profit and loss, pursuant to
Article VIII, Section 2 (b) (viii),
the Board of Governors may by
decision of a two-thirds
majority of the total number of
governors representing not less
than three-fourths of the total
voting power of the member
countries transfer part of the
net profits for the respective
fiscal year of the ordinary
capital resources or of the inter-
regional capital resources to the
Fund.
Before the Board of Governors determines to make a
transfer to the Fund, it shall have received a report from the
Board of Executive Directors on the desirability of such a
transfer, which shall take into consideration, inter alia, (1)
whether the reserves have reached a level that is adequate; (2)
whether the transferred funds are needed for the operation of
the Fund; and (3) the impact, if any, on the Bank’s ability to
borrow.
(c) The distributions referred to in
paragraph (a) of this section shall be
made from the ordinary capital
resources in proportion to the number
of ordinary capital shares held by
each member and from the inter-
regional capital resources in
proportion to the number of inter-
regional capital shares held by each
member and likewise the net profits
transferred to the Fund pursuant to
paragraph (b) of this section shall be
credited to the total contribution
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quotas of each member in the Fund in
the foregoing proportions.
(d) Payments pursuant to paragraph (a)
of this section shall be made in such
manner and in such currency or
currencies as the Board of Governors
shall determine. If such payments are
made to a member in currencies other
than its own, the transfer of such
currencies and their use by the
receiving country shall be without
restriction by any member.
ARTICLE VIII
ORGANIZATION AND MANAGEMENT
Section 1. Structure of the Bank
The Bank shall have a Board of Governors, a Board
of Executive Directors, a President, an Executive Vice-
President, a Vice-President in charge of the Fund, and such
other officers and staff as may be considered necessary.
Section 2. Board of Governors
(a) All the powers of the Bank shall be
vested in the Board of Governors.
Each member shall appoint one
governor and one alternate, who shall
serve for five years, subject to
termination of appointment at any
time, or to reappointment, at the
pleasure of the appointing member.
No alternate may vote except in the
absence of his principal. The Board
shall select one of the governors as
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Chairman, who shall hold office until
the next regular meeting of the Board.
(b) The Board of Governors may
delegate to the Board of Executive
Directors all its powers except power
to:
(i) admit new members and
determine the conditions of
their admission;
(ii) increase or decrease the
authorized ordinary capital
stock and interregional
capital stock of the Bank and
the contributions to the Fund;
(iii) elect the President of the Bank
and determine his
remuneration;
(iv) suspend a member, pursuant to
Article IX, Section 2;
(v) determine the remuneration of
the executive directors
and their alternates;
(vi) hear and decide any appeals
from interpretations of this
Agreement given by the Board
of Executive Directors;
(vii) authorize the conclusion of
general agreements for co-
operation with other
international organizations;

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(viii) approve, after reviewing the
auditors’ reports, the general
balance sheets and the
statements of profit and loss of
the institution;
(ix) determine the reserves and the
distribution of the net profits
of the ordinary capital
resources and of the inter-
regional capital resources and
of the Fund;
(x) select outside auditors to certify
to the general balance sheets
and the statements of profit and
loss of the institution;
(xi) amend this Agreement; and
(xii) decide to terminate the
operations of the Bank and to
distribute its assets.
(c) The Board of Governors shall retain
full power to exercise authority over
any matter delegated to the Board of
Executive Directors under paragraph
(b) above.
(d) The Board of Governors shall, as a
general rule, hold a meeting annually.
Other meetings may be held when the
Board of Governors so provides or
when called by the Board of Executive
Directors. Meetings of the Board of
Governors also shall be called by the
Board of Executive Directors
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whenever requested by five members
of the Bank or by members having
one-fourth of the total voting power
of the member countries.
(e) A quorum for any meeting of the
Board of Governors shall be an
absolute majority of the total number
of governors, including an absolute
majority of the governors of
regional members, representing not
less than two-thirds of the total voting
power of the member countries.
(f) The Board of Governors may establish
a procedure whereby the Board of
Executive Directors, when it deems
such action appropriate, may submit a
specific question to a vote of the
governors without calling a meeting
of the Board of Governors.
(g) The Board of Governors, and the
Board of Executive Directors to the
extent authorized, may adopt such
rules and regulations as may be
necessary or appropriate to conduct
the business of the Bank.
(h) Governors and alternates shall
serve as such without compensation
from the Bank, but the Bank may pay
them reasonable expenses incurred in
attending meetings of the Board of
Governors.
Section 3. Board of Executive Directors
(a) The Board of Executive Directors shall
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be responsible for the conduct of the
operations of the Bank, and for this
purpose may exercise all the powers
delegated to it by the Board of
Governors.
(b) (i) Executive directors shall be persons
of recognized competence and wide
experience in economic and
financial matters but who shall not be
governors.
(ii) One executive director shall be
appointed by the member
country having the largest
number of shares in the Bank,
two executive directors shall be
elected by the governors of the
non- regional member
countries, and not less than
eight others shall be elected
by the governors of the
remaining member countries.
The number of executive
directors to be elected in the
last category, and the
procedure for the election of all
the elective directors shall be
determined by regulations
adopted by the Board of
Governors by a three-fourths
majority of the total voting
power of the member countries,
including, with respect to
provisions relating exclusively
to the election of directors by
non-regional member
countries, a two-thirds majority
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of the governors of the non-
regional members, and, with
respect to provisions relating
excusive1y to the number and
election of directors by the
remaining member countries,
by a two-thirds majority of the
governors of regional members.
Any change in the
aforementioned regulations
shall require the same majority
of votes for its approval.
(iii) Executive directors shall be
appointed or elected for terms
of three years and may be
reappointed or re-elected for
successive terms.
(c) Each executive director shall
appoint an alternate who shall have
full power to act for him when he is
not present. Directors and alternates
shall be citizens of the member
countries. None of the elected
directors and their alternates may be
of the same citizenship, except in the
case of countries that are not
borrowers. Alternates may participate
in meetings but may vote only when
they are acting in place of their
principals.
(d) Directors shall continue in office until
their successors are appointed or
elected. If the office of an elected
director becomes vacant more than
180 days before the end of his term, a
successor shall be elected for the
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remainder of the term by the
governors who elected the former
director. An absolute majority of the
votes cast shall be required for
election. While the office remains
vacant, the alternate shall have all the
powers of the former director except
the power to appoint an alternate.
(e) The Board of Executive 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.
(f) A quorum for any meeting of the
Board of Executive Directors shall be
an absolute majority of the total
number of directors, including an
absolute majority of directors of
regional members, representing not
less than two-thirds of the total voting
power of the member countries.
(g) A member of the Bank may send a
representative to attend any meeting
of the Board of Executive Directors
when a matter especially affecting
that member is under consideration.
Such right of representation shall be
regulated by the Board of Governors.
(h) The Board of Executive Directors
may appoint such committees as it
deems advisable. Membership of
such committees need not be
limited to governors, directors, or
alternates.
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(i) The Board of Executive Directors shall
determine the basic organization of
the Bank, including the number and
general responsibilities of the chief
administrative and professional
positions of the staff, and shall
approve the budget of the Bank.
Section 4. Voting
(a) Each member country shall have 135
votes plus one vote for each share of
ordinary capital stock and for each
share of inter-regional capital stock of
the Bank held by that country,
provided, however, that, in
connection with any increase in the
authorized ordinary or inter- regional
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 pre-emptive rights established
in Article II, Section 3 (b).
(b) No increase in the subscription of any
member to either the ordinary capital
stock or the inter-regional capital
stock shall become effective, and any
right to subscribe thereto is hereby
waived, which would have the effect
of reducing the voting power
(i) of the regional developing
members below 53.5 per cent of
the total voting of the member
countries;
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(ii) of the member having the
largest number of shares below
34.5 per cent of such total
voting power; or
(iii) of Canada below 4 per cent of
such total voting power.
(c) In voting in the Board of Governors,
each governor shall be entitled to cast
the votes of the member country
which he represents. Except as
otherwise specifically provided in this
Agreement, all matters before the
Board of Governors shall be decided
by a majority of the total voting
power of the member countries.
(d) In voting in the Board of Executive
Directors:
(i) the appointed director shall be
entitled to cast the number of
votes of the member country
which appointed him;
(ii) each elected director shall be
entitled to cast the number of
votes that counted toward his
election, which votes shall be
cast as a unit; and
(iii) except as otherwise specifically
provided in this Agreement, all
matters before the Board of
Executive Directors shall be
decided by a majority of the
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total voting power of the
member countries.
Section 5. President, Executive Vice-President, and Staff
(a) The Board of Governors, by a majority
of the total voting power of the
member countries, including an
absolute majority of the
governors of regional members,
shall elect a President of the Bank
who, while holding office, shall not be
a governor or an executive director or
alternate for either.
Under the direction of the Board of Executive
Directors, the President of the Bark shall conduct the ordinary
business of the Bank and shall be chief of its staff. He also
shall be the presiding officer at meetings of the Board of
Executive Directors, but shall have no vote, except that it shall
be his duty to cast a deciding vote when necessary to break a
tie.
The President of the Bank shall be the legal
representative of the Bank. The term of office of the President
of the Bank shall be five years, and he may be re-elected to
successive terms. He shall cease to hold office when the Board
of Governors so decides by a majority of the total voting
power of the member countries, including a majority of the
total voting power of the regional member countries.
(b) The Executive Vice President shall be
appointed by the Board of Executive
Directors on the recommendation of
the President of the Bank. Under the
direction of the Board of Executive
Directors and the President of the
Bank, the Executive Vice- President
shall exercise such authority and
perform such functions in the
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administration of the Bank as may
be determined by the Board of
Executive Directors. In the absence
or incapacity of the President of the
Bank, the Executive Vice-President
shall exercise the authority and
perform the functions of the
President.
The Executive Vice-President shall participate in
meetings of the Board of Executive Directors but shall have
no vote at such meetings, except that he shall cast the
deciding vote, as provided in paragraph (a) of this section,
when he is acting in place of the President of the Bank.
(c) In addition to the Vice-President
referred to in Article IV, Section 8
(b), the Board of Executive
Directors may, on recommendation
of the President of the Bank, appoint
other Vice- Presidents who shall
exercise such authority and perform
such functions as the Board of
Executive Directors may determine.
(d) The President, officers, and staff of the
Bank, in the discharge of their offices,
owe their duty entirely to the Bank
and shall recognize no other
authority. Each member of the Bank
shall respect the international
character of this duty.
(e) The paramount consideration in the
employment of the staff and in the
determination of the conditions of
service shall be the necessity of
securing the highest standards of
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efficiency, competence, and integrity.
Due regard shall also be paid to the
importance of recruiting the staff on
as wide a geographical basis as
possible, taking into account the
regional character of the institution.
(f) The Bank, its officers and
employees shall not interfere in the
political affairs of any member, nor
shall they be influenced in their
decisions by the political character of
the member or members concerned.
Only economic considerations shall
be relevant to their decisions, and
these considerations shall be
weighed impartially in order to
achieve the purpose and functions
stated in Article I.
Section 6. Publication of Reports and Provision of Information
(a) The Bank shall publish an annual
report containing separate audited
statements of the accounts of the
ordinary capital resources and of the
inter-regional capital resources. It
shall also transmit quarterly to the
members summary statements of the
financial position and profit and loss
statements showing separately the
results of its ordinary operations and
its inter-regional resources operations.
(b) The Bank may also publish such other
reports as it deems desirable to carry
out its purpose and functions.

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ARTICLE IX
WITHDRAWAL AND SUSPENSION OF MEMBERS
Section 1. Right to Withdraw
Any member may withdraw from the Bank by
delivering to the Bank at its principal office written notice of
its intention to do so. Such Withdrawal shall become
finally effective on the date specified in the notice but in no
event less than six months after the notice is delivered to the
Bank. However, at any time before the withdrawal becomes
finally effective, the member may notify the Bank in writing
of the cancellation of its notice of intention to withdraw.
After withdrawing, a member shall remain liable for
all direct and contingent obligations to the Bank to which it
was subject at the date of delivery of the withdrawal notice,
including those specified in Section 3 of this article. However,
if the withdrawal becomes finally effective, the member shall
not incur any liability for obligations resulting from
operations of the Bank effected after the date on which the
withdrawal notice was received by the Bank.
Section 2. Suspension of Membership
If a member fails to full fill any of its obligations to
the Bank, the Bank may suspend its membership by
decision of the Board of Governors by a three-fourths
majority of the total voting power of the member countries,
including a two-thirds majority of the total number of
governors, which, in the case of suspension of a regional
member country, shall include a two-thirds majority of the
governors of regional members and, in the case of suspension
of a non-regional member country, a two-thirds majority of
the governors of non- regional members.
The member so suspended shall automatically cease
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to be a member of the Bank one year from the date of its
suspension unless the Board of Governors decides by the
same majority to terminate the suspension.
While under suspension, a member shall not be
entitled to exercise any rights under this Agreement, except
the right of withdrawal, but shall remain subject to all its
obligations.
Section 3. Settlement of Accounts
(a) After a country ceases to be a
member, it no longer shall share in the
profits or losses of the Bank, nor shall
it incur any liability with respect to
loans and guarantees entered into by
the Bank thereafter. However, it shall
remain liable for all amounts it owes
the Bank and for its contingent
liabilities to the Bank so long as any
part of the loans or guarantees
contracted by the Bank before the date
on which the country ceased to be a
member remains outstanding.
(b) When a country ceases to be a
member, the Bank shall arrange for
the repurchase of such country’s
capital stock as a part of the
settlement of accounts pursuant to the
provisions of this section; but the
country shall have no other rights
under this Agreement except as
provided in this section and in Article
XIII, Section 2.
(c) The Bank and the country ceasing to
be a member may agree on the
repurchase of the capital stock on
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such terms as are deemed appropriate
in the circumstances, without regard
to the provisions of the following
paragraph. Such agreement may
provide, among other things, for a
final settlement of all obligations of
the country to the Bank.
(d) If the agreement referred to in the
preceding paragraph has not been
consummated within six months after
the country ceases to be a member or
such other time as the Bank and such
country may agree upon, the
repurchase price of such country’s
capital stock shall be its book
value, according to the books of the
Bank, on the date when the country
ceased to be a member. Such
repurchase shall be subject to the
following conditions:
(i) As a prerequisite for payment,
the country ceasing to be a
member shall surrender its
stock certificates, and such
payment may be made in
such installments, at such
times and in such available
currencies as the Bank
determines, taking into account
the financial position of the
Bank.
(ii) Any amount which the Bank
owes the country for the
repurchase of its capital stock
shall be withheld to the extent
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that the country or any of its
subdivisions or agencies
remains liable to the Bank as a
result of loan or guarantee
operations. The amount
withheld may, at the option of
the Bank, be applied on any
such liability as it matures.
However, no amount shall be
withheld on account of the
country’s contingent liability
for future calls on its
subscription pursuant to Article
II, Section 4 (a) (ii), or Article
IIA, Section 3 (c).
(iii) If the Bank sustains net losses
on any loans or participations,
or as a result of any guarantees,
outstanding on the date the
country ceased to be a member,
and the amount of such losses
exceeds the amount of the
reserves provided therefor on
such date, such country shall
repay on demand the amount
by which the repurchase price
of its shares would have been
reduced, if the losses had been
taken into account when the
book value of the shares,
according to the books of the
Bank, was determined. In
addition, the former member
shall remain liable on any
call pursuant to Article II,
Section 4 (a) (ii), or Article IIA,
Section 3 (c), to the extent that it
would have been required to
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respond if the impairment of
capital had occurred and the
call had been made at the time
the repurchase price of its
shares had been determined.
(e) In no event shall any amount due to a
country for its shares under this
section be paid until six months after
the date upon which the country
ceases to be a member.If within that
period the Bank terminates operations
all rights of such country shall be
determined by the provisions of
Article X, and such country shall be
considered still a member of the Bank
for the purposes of such article except
that it shall have no voting rights.
ARTICLE X
SUSPENSION AND TERMINATON OF OPERATIONS
Section 1. Suspension of Operations
In an emergency the Board of Executive Directors
may suspend operations in respect of new loans and
guarantees until such time as the Board of Governors may
have an opportunity to consider the situation and take
pertinent measures.
Section 2. Termination of Operations
The Bank may terminate its operations by a decision
of the Board of Governors by a three-fourths majority of
the total voting power of the member countries, including a
two-thirds majority of the governors of regional members.
After such termination of operations the Bank shall
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forthwith cease all activities, except those incident to the
conservation, preservation, and realization of its assets and
settlement of its obligations.
Section 3. Liability of Members and Payment of Claims
(a) The liability of all members arising
from the subscriptions to the capital
stock of the Bank and in respect to the
depreciation of their currencies shall
continue until all direct and
contingent obligations shall have been
discharged.
(b) All creditors holding direct claims
shall be paid out of the assets of the
Bank to which such claims are
chargeable and then out of
payments to the Bank on unpaid
or callable subscriptions to which
such claims are chargeable. Before
making any payments to creditors
holding direct claims, the Board of
Executive Directors shall make such
arrangements as are necessary, in its
judgment, to ensure a pro rata
distribution among holders of direct
and contingent claims.
Section 4. Distribution of Assets
(a) No distribution of assets shall be
made to members on account of their
subscriptions to the capital stock of
the Bank until all liabilities to
creditors chargeable to such capital
stock shall have been discharged or
provided for. Moreover, such
distribution must be approved by a
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decision of the Board of Governors by
a three-fourths majority of the total
voting power of the member
countries, including a two-thirds
majority of the governors of regional
members.
(b) Any distribution of the assets of the
Bank to the members shall be in
proportion to capital stock held by
each member and shall be effected at
such times and under such
conditions, as the Bank shall deem
fair and equitable. The shares of
assets distributed need not be uniform
as to type of assets. No member shall
be entitled to receive its share in such
a distribution of assets until it has
settled all of its obligations to the
Bank.
(c) Any member receiving assets
distributed pursuant to this article
shall enjoy the same rights with
respect to such assets as the Bank
enjoyed prior to their distribution.
ARTICLE XI
STATUS, IMMUNITIES AND PRIVILEGES
Section 1. Scope of Article
To enable the Bank to full fill its purpose and the
functions with which it is entrusted, the status, immunities,
and privileges set forth in this article shall be accorded to the
Bank in the territories of each member.

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Section 2. Legal Status
The Bank shall possess juridical personality and, in
particular, full capacity:
(a) to contract;
(b) to acquire and dispose of immovable
and movable property; and
(c) to institute legal proceedings.
Section 3. Judicial proceedings
Actions may be brought against the Bank only in a
court of competent jurisdiction in the territories of a member
in which the Bank has an office, has appointed an agent for
the purpose of accepting service or notice of process, or has
issued or guaranteed securities.
No action shall be brought against the Bank by
members or persons acting for or deriving claims from
members. However, member countries shall have recourse to
such special procedures to settle controversies between the
Bank and its members as may be prescribed in this
Agreement, in the by-laws and regulations of the Bank or in
contracts entered into with the Bank.
Property and assets of the Bank shall, wheresoever
located and by whomsoever held, be immune from all forms
of seizure, attachment or execution before the delivery of final
judgement against the Bank.
Section 4. Immunity of Assets
Property and assets of the Bank, wheresoever
located and by whomsoever held, shall be considered public
international property and shall be immune from search,
requisition confiscation, expropriation or and other form of
taking or foreclosure by executive or legislative action.
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Section 5. Inviolability of Archives
The archives of the Bank shall be inviolable.
Section 6. Freedom of Assets from Restrictions
To the extent necessary to carry out the purpose
and functions of the Bank and to conduct its operations in
accordance with this Agreement, all property and other
assets of the Bank shall be free from restrictions, regulations,
controls and moratoria of any nature, except as may
otherwise be provided in this Agreement.
Section 7. Privilege for Communications
The official communications of the Bank shall be
accorded by each member the same treatment that it accords
to the official communications of other members.
Section 8. Personal Immunities and Privileges
All governors, executive directors, alternates,
officers, and employees of the Bank shall have the
following privileges and immunities:
(a) Immunity from legal process with
respect to acts performed by them in
their official capacity, except when the
Bank waives this immunity.
(b) When not local nationals, the
same immunities from immigration
restrictions, alien registration
requirements and national service
obligations and the same facilities
as regards exchange provisions as
are accorded by members to the
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representatives, officials, and
employees of comparable rank of
other members.
(c) The same privileges in respect of
travelling facilities as are accorded by
members to representatives, officials,
and employees of comparable rank of
other members.
Section 9. Immunities from Taxation
(a) The Bank, its property, other assets,
income, and the operations and
transactions it carries out
pursuant to this Agreement, shall
be immune from all taxation and from
all customs duties. The Bank shall also
be immune from any obligation
relating to the payment, withholding
or collection of any tax, or duty.
(b) No tax shall be levied on or in
respect of salaries and emoluments
paid by the Bank to executive
directors, alternates, officials or
employees of the Bank who are not
local citizens or other local nationals.
(c) No tax of any kind shall be levied on
any obligation or security issued by
the Bank, including any dividend or
interest thereon, by whomsoever held:
(i) which discriminates against
such obligation or security
solely because it is issued by
the Bank; or
(ii) if the sole jurisdictional basis
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for such taxation is the place or
currency in which it is
issued, made payable or paid,
or the location of any office
or place of business
maintained by the Bank.
(d) No tax of any kind shall be levied on
any obligation or security guaranteed
by the Bank, including any dividend
or interest thereon, by whomsoever
held:
(i) which discriminates against
such obligation or security
solely because it is guaranteed
by the Bank; or
(ii) if the sole jurisdictional basis
for such taxation is the location
of any office or place of
business maintained by the
Bank.
Section 10. Implementation
Each member, in accordance with its juridical
system, shall take such action as is necessary to make effective
in its own territories the principles set forth in this article, and
shall inform the Bank of the action which it has taken on the
matter.
ARTICLE XII
AMENDMENTS
(a) (i) This Agreement may be amended
only by decision of the Board of
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Governors by a majority of the total
number of governors, including
two-thirds of the governors of
regional members, representing not
less than three-fourths of the
total voting power of the member
countries, provided, however, that the
voting majorities provided in Article
II, Section 1 (b), may be amended
only by the voting majorities stated
therein.
(ii) The relevant articles of the
Agreement may be amended as
provided in paragraph (a) (i)
above to provide for the merger
of the inter-regional capital
stock and the ordinary capital
stock at such time as the
Bank shall have discharged
its liabilities on all its
ordinary capital borrowings
which were outstanding at
December 31, 1974.
(b) Notwithstanding the provisions of
above, the unanimous agreement of
the Board of Governors shall be
required for the approval of any
amendment modifying:
(i) the right to withdraw from the
Bank as provided in Article IX,
Section 1;
(ii) the right to purchase capital
stock of the Bank and to
contribute to the Fund as
provided in Article II, Section 3
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(b) and in Article IV, Section 3
(g), respectively; and
(iii) the limitation on liability as
provided in Article II, Section 3
(d), Article. IIA, Section 2 (e),
and Article IV, Section 5.
(c) Any proposal to amend this
Agreement, whether emanating from
a member of the Board of
Executive Directors, shall be
communicated to the Chairman of the
Board of Governors, who shall bring
the proposal before the Board of
Governors. When an amendment has
been adopted the Bank shall so certify
in an official communication
addressed to all members.
Amendments shall enter into force for
all members three months after the
date of the official communication
unless the Board of Governors shall
specify a different period.
Section 3. Channel of Communication
Each member shall designate an official entity for
purposes of communication with the Bank on matters
connected with this Agreement.
Section 4. Depositories
Each member shall designate its central bank as a
depository in which the Bank may keep its holdings of such
member’s currency and other assets of the Bank. If a member
has no central bank, it shall, in agreement with the Bank,
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designate another institution for such purpose.
ARTICLE XV
FINAL PROVISIONS
Section 1. Signature and Acceptance
(a) This Agreement shall be deposited
with the General Secretariat of the
Organization of American States,
where it shall remain open until
December 31, 1959, for signature by
the representatives of the countries
listed in Annex A. Each signatory
country shall deposit with the General
Secretariat of the Organization of
American States an instrument setting
forth that it has accepted or ratified
this Agreement in accordance with its
own laws and has taken the steps
necessary to enable it to full fill all of
its obligations under this Agreement.
(b) The General Secretariat of the
Organization of American States shall
send certified copies of this
Agreement to the members of the
Organization and duly notify them of
each signature and deposit of the
instrument of acceptance or
ratification made pursuant to the
foregoing paragraph as well as the
date thereof.
(c) At the time the instrument of
acceptance or ratification is deposited
on its behalf, each country shall
deliver to the General Secretariat of
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the Organization of American States,
for the purpose of meeting
administrative expenses of the Bank,
gold or United States dollars
equivalent to one-tenth of one per
cent of the purchase price of the
shares of the Bank subscribed by it
and of its quota in the Fund. This
payment shall be credited to the
member on account of its subscription
and quota prescribed pursuant to
Articles II, Section 4 (a) (i), and IV,
Section 3 (d) (i). At any time on or
after the date on which its instrument
of acceptance or ratification is
deposited, any member may make
additional payments to be credited to
the member on account of its
subscription and quota prescribed
pursuant to Articles II and IV. The
General Secretariat of the
Organization of American States shall
hold all funds paid under this
paragraph in a special deposit account
or accounts and shall make such
funds available to the Bank not later
than the time of the first meeting of the Board of Governors held pursuant
to Section 3 of this article. If this
Agreement has not come into force by
December 31, 1959, the General
Secretariat of the Organization of
American States shall return such
funds to the countries that delivered
them.
(d) On or after the date on which the
Bank commences operations, the
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General Secretariat of the
Organization of American States may
receive the signature and the
instrument of acceptance or
ratification of this Agreement from
any country whose membership has
been approved in accordance with
Article II, Section l (b).
Section 2. Entry into Force
(a) This Agreement shall enter into force
when it has been signed and
instruments of acceptance or
ratification have been deposited, in
accordance with Section 1 (a) of this
article, by representatives of countries
whose subscriptions comprise not less
than 85 per cent of the total
subscription set forth in Annex A.
(b) Countries whose instruments of
acceptance or ratification were
deposited prior to the date on which
the agreement entered into force shall
become members on that date. Other
countries shall become members on
the dates on which their instruments
of acceptance or ratification are
deposited.
Section 3. Commencement of Operations
(a) The Secretary General of the
Organization of American States
shall call the first meeting of the
Board of Governors as soon as this
Agreement enters into force under
Section 2 of this article.
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(b) At the first meeting of the Board of
Governors arrangements shall be
made for the selection of the executive
directors and their alternates in
accordance with the provisions of
Article VIII, Section 3, and for the
determination of the date on which
the Bank shall commence operations.
Notwithstanding the provisions of Article VIII, Section 3, the governors,
if they deem it desirable, may
provide that the first term to be
served by such directors may be less
than three years.
DONE at the city of Washington, District of
Columbia, United States of America, in a single original,
dated April 8, 1959, whose English, French, Portuguese, and
Spanish texts are equally authentic.

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ANNEX A
SUBSCRIPTION TO AUTHORIZED CAPITAL STOCK OF
THE
BANK
(In shares of US$10,000 each)
Country
Paid-in
Capital
Shares
Callable
Shares Total
Sub-
Scription
Argentina Bolivia
Brazil Chile Colombia
Costa Rica Cuba
Dominican Republic
Ecuador
El Salvador Guatemala
Haiti Honduras
Mexico Nicaragua
Panama Paraguay
Peru
United States of
America
Uruguay
Venezuela
5,15
7
414
5,15
7
1,41
6
1,41
5
207
1,84
2
276
276
207
276
207
207
3,31
5
207
207
207
691
15,0
00
553
2,76
3
5,1
57
41
4
5,1
57
1,4
16
1,4
15
20
7
1,8
42
27
6
27
6
20
7
27
6
20
7
20
7
3,3
15
20
7
20
7
20
10
,3
14
82
8
10
.3
14
2,
83
2
2,
83
0
41
4
3,
68
4
55
2
55
2
41
4
55
2
41
4
41
4
6,
63
Total 4 ,0 0
45,
0
0
8
,0
00

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ANNEX B
CONTRIBUTION QUOTAS FOR THE FUND FOR SPECIAL
OPERATIONS
(In thousands of US$)
COUNTRY
QUOTA
Argentina
Bolivia
Brazil
Chile
Colombia
Costa Rica
Cuba
Dominican Republic
Ecuador
E1 Salvador
Guatemala
Haiti
Honduras
Mexico
Nicaragua
Panama
Paraguay
Peru
United States of America
Uruguay
Venezuela
10,314
828
10,314
2,832
2,830
414
3,684
552
552
414
552
414
414
6,630
414
414
414
1,382
100,000
1,106
5,526
Total 150,000

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Section 2 SECOND SCHEDULE
INTER-AMERICAN DEVELOPMENT BANK
RESOLUTION AG - 11/76
ADMISSION OF GUYANA TO MEMBERSHIP IN THE
BANK
WHEREAS Article II, Section 1 (b) of the Agreement
Establishing the Bank (hereinafter referred to as the
“Agreement”) has been amended so that membership in the
Inter-American Development Bank (hereinafter referred to as
the “Bank”) is thereby open to Guyana:
WHEREAS Guyana has applied for admission to membership
in the Bank, and
WHEREAS, pursuant to Section 11 of the By-Laws of the
Bank, the Board of Executive Directors, after consultation
with representatives of the Government of Guyana,
has made recommendations to the Board of Governors with
regard to the application of Guyana for admission to
membership in the Bank.
The Board of Governors
RESOLVES:
1. That Guyana shall become a member of the Bank
when the President shall have declared that Guyana has
fulfilled all the following requirements:
(a) It shall have subscribed to 1,540
shares of the ordinary capital stock of
the Bank having a par value of
US$10,000 per share, in terms of
United States dollars of the weight
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and fineness in effect on January 1,
1959, divided into 370 paid-in
shares and 1,170 callable shares, on
the following basis:
(i) Payment of the amount
subscribed to the ordinary
paid-in capital stock of the
Bank shall be made in three
equal annual installments. The
first instalment shall be paid on
the date the instrument of
acceptance or ratification is
deposited in accordance with
Section l (d) of this resolution.
The remaining two instalments
shall be paid one year and two
years, respectively, after such
date.
Of each instalment, 50 per cent shall be paid in gold
and/or U.S. dollars and 50 per cent in the currency of Guyana
in accordance with Article II, Section 4 (b) of the Agreement.
(ii) The callable portion of the
subscription shall be subject to
the provisions of Article II,
Section 4 (a) (ii) of the
Agreement.
(b) It shall have undertaken to contribute
to the Fund for Special Operations of
the Bank with a quota of
US$5,280,000 payment of which shall
be made as follows:
(i) US $280,000 shall be paid in
gold and/or US dollars, and the
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equivalent of US$5,000,000 in
the currency of Guyana, in such
amounts as, in the opinion of
the Bank, are equivalent to the
full value, in terms of the par
value of the United States
dollar in effect in the
International Monetary Fund
on the date when each payment
is due.
(ii) The quota shall be contributed
in three equal instalments, of
which the first shall be paid on
the date the instrument of
acceptance or ratification is
deposited in accordance with
Section 1 (d) of this resolution
and the remainder annually
thereafter. The first instalment
shall consist of US$94,000 in
gold and/or US dollars and the
equivalent of US$1,666,000 in
the currency of Guyana. The
second and third instalments
shall consist each of them of
US$93,000 in gold and/or US
dollars and the equivalent of
US$1,667,000 in the currency of
Guyana.
(iii) The currency of Guyana held
by the Bank shall be subject to
the maintenance of value
provisions of Article V, Section
3, of the Agreement, but the
standard of value set for this
purpose shall be the par value
of the United States dollar in
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effect in the International
Monetary Fund on the due date
for each instalment, provided,
however, that the Bank may
exercise the waiver provisions
of Article V, Section 3(c) in
the event of a currency
realignment involving a significant number of members
of the Bank.
(c) Its duly authorized representative
shall have signed the original of the
Agreement deposited with the
General Secretariat of the
Organization of American States.
(d) It shall have deposited with the
General Secretariat of the
Organization of American States an
instrument setting forth that it has
accepted or ratified, in accordance
with its law, the Agreement and all
the terms and conditions prescribed
in this resolution, and that it has taken
the steps necessary to enable it to
fulfill all of its obligations under the
Agreement and this resolution.
(e) It shall have represented to the Bank
that it has taken all action necessary
to sign the Agreement and
deposit the instrument of acceptance
or ratification as contemplated by
Section 1 (c) and (d) of this resolution
and it shall have furnished to the
Bank such information in respect of
such action as the Bank may have
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requested.
2. Guyana may accept the conditions and fulfill the
requirements established for membership in the Bank until
November 30, 1976. However, if extraordinary circumstances
are deemed by the Board of Executive Directors so to
warrant, the Board may postpone such date.
____________________