Agreements Constitutive Agreement Of The Bank Of The South - Approval - Full Text Of The Norm

Original Language Title: CONVENIOS CONVENIO CONSTITUTIVO DEL BANCO DEL SUR - APROBACION - Texto completo de la norma

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image inicio sitio infoleg MInisterio de Justicia y Derechos Humanos
CONVENTION

Law 26.701

Approve the Convention establishing the Bank of the South, signed in Porlamar, Bolivarian Republic of Venezuela.

Sanctioned: September 7 of 2011.

Promulgated: September 9, 2011.

The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc. sanction with force of Law:

ARTICLE 1 — Appropriate the CONSTITUTIVE CONVENTION OF THE SUR BANCO, signed in Porlamar — BOLIVARIAN REPUBLIC OF VENEZUELA — on 26 September 2009, consisting of TREINTA AND CUATRO (34) articles, an Annex and an Appendix, whose authenticated photocopy is part of this law.

ARTICLE 2° — Contact the national executive branch.

IN THE SESSION OF THE ARGENTINE CONGRESS, IN GOOD AIRES, THE SEPTEMBER DAY OF DOS MIL ONCE.

— REGISTRATION BAJO N° 26,701 —

EDUARDO A. FELLNER. - JULY C. C. COBOS. - Enrique Hidalgo. — Juan H. Estrada.

CONSTITUTIVE CONVENTION OF THE BANCO OF THE SUR
CHAPTER I
DENMINATION AND DEOMICILIO

ARTICLE 1. DENOMINATION, SEDE AND SUBSEDES

1.1 Under the name of “South Bank” is a financial entity of international public law, with its own legal status, which shall be governed by the provisions contained in this Constitution.

1.2 The Bank will have its headquarters in the City of Caracas, Bolivarian Republic of Venezuela, a Subsede in the City of Buenos Aires, Argentina, and another Subsede in the City of La Paz, Plurinational State of Bolivia. The Units may be established as necessary for the development of their functions.

1.3 The distribution of operational functions between Headquarters and Subsedes will be defined by the Council of Ministers on the basis of agility, efficiency and decentralization principles.

CHAPTER II
OBJECT AND FUNTIONS

ARTICLE 2. OBJECT

2.1 The Bank aims to finance the economic, social and environmental development of “Member countries”, in a balanced and stable manner by making use of intra and extra regional savings; strengthening integration; reducing asymmetries and promoting the equitable distribution of investments among Member Countries.

2.2 The Bank will provide credit assistance only to Member Countries for the implementation of projects in the territorial area of UNASUR.

ARTICLE 3. FUNTIONS

3.1 In order to fulfil its object, the Bank has full legal capacity to acquire rights and to enter into obligations, and can exercise the functions and perform the acts that they do to its object or are related to it. In this sense the Bank must be self-sustainable and governed according to professional criteria and financial efficiency, according to the international parameters of good corporate management. It may — individually, or in conjunction with other national and international agencies or entities — among other acts and functions:

3.1.1 Funding in any Member Country to state bodies, autonomous entities, joint ventures, private companies, cooperatives, associative and community-based companies, carrying out projects of the following types. For the purposes of the evaluation of each project, consideration will be given to the progress made by the project in achieving food, energy, health, natural resources and knowledge sovereignty. In all cases, the corresponding Member Country must state its non-objection with respect to the eligibility of projects, without representing their endorsement or guarantee. In this regard, the Bank may finance:

3.1.1.1 Development projects in key sectors of the economy, aimed at improving competitiveness, scientific-technological development, infrastructure, generation and provision of services, intraregional productive complementarity, and maximization of value added to raw materials produced and exploited in the countries of the region;

3.1.1.2 Development projects in social sectors such as health, education, social security, community development, social economy, promotion of participatory and protagonistic democracy, culture, sports, projects aimed at combating poverty and social exclusion and, in general, all those aimed at improving the quality of life and protecting the environment;

3.1.1.3 Regional infrastructure adaptation, expansion and interconnection projects; and the creation and expansion of regional production chains;

3.1.1.4 Projects aimed at reducing asymmetries among Member Countries, taking into account the needs of the least developed countries.

3.1.2 To promote and facilitate, at the request of Member Countries, multidisciplinary technical assistance for the preparation and implementation of development plans, programmes and projects, including the identification of investment programmes, the study of priorities and the formulation of proposals on national and regional specific projects or for complementarity and cooperation.

3.1.3 Grant bonds, guarantees and other guarantees for the financing of projects that promote the productive, economic, financial and social development of Member Countries.

3.1.4 Emit bonds and any other title value for the financing of your credit activities. In addition, conduct asset-holder operations and, in general, capture resources under any financial modality.

3.1.5 Act as a securities agent issued by Member Countries.

3.1.6 Provide portfolio management services, organize, constitute and manage trusts, exercise mandates, act as commissioner and custodian of securities, perform treasury functions to governmental, intergovernmental and international agencies, public and private companies and generally perform any fiduciary operation.

3.1.7 Create and manage a special social solidarity fund, the purpose of which will be the reimbursable or non-reimbursable financing of social projects.

3.1.8 Create and manage a special emergency fund, the purpose of which will be assistance to natural disasters through reimbursable or non-reimbursable financing to alleviate the impact of such disasters. For the establishment of this fund, and for that mentioned in the preceding paragraph, the Bank may not use its integrated capital or the Reserve Fund of Article 17(1) of this Agreement. It must also implement a specific accounting for such operations.

3.1.9 Promote the South American integration process, through the development of a regional monetary system, the increase in intra- and extra-regional trade, the internal savings of the region, as well as the creation of financing funds for regional development.

CHAPTER III
BANCO

ARTICLE 4. CAPITAL

4.1 The amount of the Authorized Capital amounts to twenty billion U.S. Dollars (US$ 20.000.000.000,00) represented by twenty thousand (20.000) Ordinary, nominative actions with a nominal value of one million U.S. Dollars (US$ 1,000,000.00) each. The Bank's subscribed capital is 7 billion US Dollars (USD 7.000.000.000,00), represented by 7 thousand (7,000) Ordinary, nominative Actions. The Registered Capital will increase in the proportion decided by the Council of Ministers.

4.2 The capital of the Bank is divided into:

4.2.1. Class A Actions: The National States members of UNASUR may hold Class A Actions.

4.2.2. Class B Actions: National States that do not integrate UNASUR may hold Class B Actions.

4.2.3. Class C Actions: The Central Banks, public financial entities, mixed or semi-public banks may be head of Class C Actions, and those where the State has a share of ownership greater than fifty percent (50%) of the capital, and multilateral credit agencies.

4.3 The Ordinary Actions shall be descriptive, shall not be represented in titles, shall be held in accounts on behalf of their respective owners by the Bank, and in books that shall comply with the formalities established by the Executive Board. Ordinary Actions are indivisible and intransferable to third parties. They may not be the subject of co-ownership or be constituted on usufructs, rights of clothing or guarantee.

4.4 The Founding Countries shall subscribe Class A Actions for seven billion United States dollars (US$ 70,000.000.000), as indicated in the Annex that is part of this Agreement.

The other UNASUR National States that join the Bank will be able to subscribe Class A Actions for a total of up to three billion U.S. dollars (US$ 3,000,000). Such subscription shall be made in accordance with the terms set out in the Annex that is part of this Agreement.

The Member Countries may increase their participation in the Bank's Authorized Capital, but this increase will not be computed for the purposes of the exercise of the right to vote of the respective shareholders, keeping in this regard the shareholders' participation in the Annex to this Agreement.

4.5 Integration of Class A Actions.

4.5.1 Each of the Class A Actions subscribed may be fully integrated into U.S. Dollars, or as follows:

4.5.1.1 A minimum of 90 percent (90%) of the nominal value of each action will be integrated into U.S. Dollars; and

4.5.1.2 Up to a maximum of ten percent (10%) of the nominal value of each action in the local currency of the Member Country that subscribes the action in question.

4.5.2 The actions subscribed will be integrated one part in Cash Capital and another part in Guarantee Capital.

4.5.3 In no case will the Effective Capital of Dollar Integration be less than twenty percent (20%) of total Dollar Integration. The remaining amount will be integrated as Guarantee Capital.

4.5.4 In no case will the Cash Capital of Local Currency Integration be less than twenty percent (20%) of the total to be integrated into that currency. The exchange rate applicable for the purposes of Local Currency Integration shall be determined in accordance with the manner set out in article 4 paragraph 10. The remaining amount will be integrated as Guarantee Capital. The amount of the Local Currency Guarantee Capital shall be adjusted periodically in accordance with the rules set out in Article 4(10) of this Agreement. The periodicity of the adjustment will be determined by the Executive Board, having to make such an adjustment at least one (1) time a year.

4.5.5 Chronogram. The Founding Countries will integrate the actions as follows:

4.5.5.1 Argentina, Brazil and Venezuela shall comprise not less than twenty per cent (20 per cent) of the Assigned Capital in accordance with the provisions of the Annex to this Constitutive Convention, before the expiry of the period of one (1) year from the entry into force of the Constitutive Convention or, if this has already occurred, one (1) year from the deposit of the instrument of ratification of this Constitutive Convention to the Depositary, in accordance with the provisions of Article 2. The remaining eighty percent (80%) will be integrated into four (4) annual, equal and consecutive quotas. However, each country may accelerate the integration of the Registered Capital according to its possibilities.

4.5.5.2 Bolivia, Ecuador, Paraguay and Uruguay shall comprise not less than 10 per cent (10%) of the Capital Registered in accordance with the provisions of the Annex to this Agreement, prior to the expiry of the period of one (1) year to be counted from the entry into force of the Constitutive Convention or, if this has already occurred, one (1) year from the deposit of the instrument of ratification of this Agreement. The remaining 90 percent (90%) will be integrated into nine (9) annual, equal and consecutive quotas. However, each country may accelerate the integration of the Registered Capital according to its possibilities.

4.6 On the occasion of the incorporation of a new member Class A, B or C, the integration of the Ordinary Actions should be carried out in the time frames, quotas and other modalities that the Council of Ministers is in a timely manner. The conditions of integration may not be more beneficial than those provided for in Article 4 paragraph 5.

4.7 Limitation of responsibility. Bank shareholders limit their responsibility to the Ordinary Actions by them.

4.8 The Guarantee Capital will be subject to the obligation of cash integration when the Bank ' s own resources are insufficient to meet unencumberable financial needs. The demand for integration shall be made to pro rata according to the shareholder participation that corresponds to each shareholder country and shall proceed, at the request of the Executive Board, upon approval of the Council of Ministers.

4.9 The right to vote of the Directors and members of the Councils acting on behalf and representation of the Bank ' s Ordinary Actions holders who were in arrears in the duties of integrating the subordinate Ordinary Actions will be suspended.

4.10 Identification and adjustment of the value of obligations in local currency. Where necessary, in accordance with this Constitutive Agreement, to determine in terms of U.S. Dollars, the value of an obligation of a Member Country called in local currency for the integration of Cash Capital, or Guarantee Capital, such determination shall be made by the Bank taking the type of market change, between the local currency of the Member Country and the United States Dollar, where the Bank can effectively acquire U.S. Dollars.

CHAPTER IV
ORGANIZATION, ADMINISTRATION, CONTROL AND RESPONSIBILITIES

ARTICLE 5. GOVERNMENT, ADMINISTRATION AND CONTROL

5.1 The governing bodies of the Bank are the Council of Ministers and the Governing Council, and the executive body is the Executive Board. The Bank will also have an Audit Council.

ARTICLE 6. THE COUNCIL OF MINISTERS

6.1 The Council of Ministers consists of the Ministers of Economy, Finance, or equivalent officials of the Member Countries. Your functions will be ad-honorem. In the event of the absence of the Minister of Economy, Finance or equivalent official, he may designate a staff member of his country who shall exercise the representation of the Member Country.

6.2 The Council of Ministers shall meet regularly once a year, within the first four (4) calendar months and extraordinarily at the request of three (3) or more Ministers or the Executive Board.

6.3 The Council of Ministers shall take its decisions by the favourable vote of at least three quarters (3/4) of its members. Each Member Country shall have the right to one vote.
6.4 Corresponds to the Council of Ministers:

6.4.1 Establish the general medium- and long-term policies of the Bank subject to the provisions of this Agreement.

6.4.2. Admit new shareholders and determine the conditions of their admission subject to the provisions of this Agreement.

6.4.3 Suspend and/or liquidate the operation of the Bank, in accordance with the provisions of this Agreement.

6.4.4 Increase or decrease the Bank ' s Registered Capital, when the shareholders ' income or withdrawal occurs, or at the request of a Member Country, as provided for in this Agreement.

6.4.5 On the proposal of shareholders, appoint holders and alternates in the Executive Board, and in the Board of Directors, and the Audit Council and accept their resignation. Also, to resolve its replacement, for the period remaining of the mandate, at the request of the shareholder who proposed it.

6.4.6. To exercise the powers set forth in article 19 of this Convention.
6.4.7 Resolve on the Executive Board ' s remuneration proposed by the Governing Council and establish the allocations of members of the Governing Council and the Audit Council.

6.4.8 Adopt the annual management of the Executive Board carried out in the immediate preceding financial period, in accordance with the report prepared by the Governing Council.

6.4.9 Approve the Bank ' s Accounting and Financial States, considering the report prepared by the Governing Council.

6.4.10. Have the treatment of Utilities, in the terms of Article 17 of this Agreement.

6.4.11 Decide on the conditions of operation and administration of special solidarity and emergency funds. The Council will also approve special fund regulations.

6.4.12 Adopt the Strategic Plan, upon recommendation of the Governing Council.

6.4.13. Develop, approve and modify its operating rules.

6.4.14. Interpret the Bank ' s Convention.

6.4.15. Agree or resolve any other matter which by this Constitution Convention is not of explicit or implied competence of another organ or which is not expressly attributed in the preceding paragraphs.

ARTICLE 7. THE ADMINISTRATION COUNCIL.

7.1 The Governing Council shall consist of a representative of each Member Country appointed by the Council of Ministers on the proposal of each Member Country. A member of the Council of Ministers or the Audit Council or the Executive Board shall not be able to serve simultaneously as a member of the Governing Council.
7.2 The members of the Governing Council shall have a term of three (3) years. They may be appointed for another consecutive period, but, in that case, they may only fill the post again after an interval of a mandate. The President of the Governing Council shall be elected by and among its members.

7.3 Each incumbent counselor will have an alternate counselor who will replace him in the event of a temporary or definitive absence of him.

7.4 The Board of Directors shall meet at least quarterly, or extraordinarily at the request of the Executive Board, or at the request of three (3) or more members.

7.5 Counselors shall receive an allowance for attendance at meetings of the Governing Council.

7.6 For Governing Council decisions to be valid, a quorum of at least three quarters (3/4) of its members shall be required. The Governing Council takes its decisions by the favorable vote of the Absolute Majority of the members present. Each Member Country shall have the right to one vote.

7.7 The Governing Council shall:

7.7.1 Monitoring the economic, financial and credit management of the Bank under the Strategic Plan.

7.7.2 Report on the Bank ' s operational and administrative rules and internal regulations and suggest any changes it deems appropriate.

7.7.3 Adopt the credit risk criteria and, in general, define the comprehensive risk policy in accordance with article 11, proposed by the Executive Board.

7.7.4. Generally set the specific requirements for professional suitability and experience that will be required to serve as Director of the Bank, and evaluate their compliance in each case and at the request of the Council of Ministers.

7.7.5 Approve quarterly reports of activities, financial reports, and high credit reports by the Executive Board.

7.7.6 Develop and submit to the Council of Ministers an annual report on the economic, financial and credit management of the Bank.

7.7.7 Report on the Bank ' s quarterly and annual accounting and financial States, approved by the Executive Board.

7.7.8 Approve the operational and expenditure budget of the Bank for the following financial period.

7.7.9 Report on the Strategic Plan submitted by the Executive Committee and submit it to the Council of Ministers for approval.

7.7.10 Develop, approve and modify its operating rules.

7.7.11. Issue views on all matters submitted to it by the Council of Ministers.

ARTICLE 8. EXECUTIVE DIRECTOR

8.1 The Executive Board shall consist of shareholder representatives, as follows: one (1) Director for each Member Country, appointed by the Council of Ministers on the proposal of each of them; one (1) Director appointed by the group of shareholders holding Class B shareholders; and one (1) Director appointed by the group of shareholders holding Class C shareholders.

8.2 Members of the Executive Board shall be appointed for a period of three (3) years. They may be appointed for another consecutive period and, in such a case, they may only hold office again after an interval of a mandate.

8.3 Each Director shall have an alternate Director to act instead of the Director-General in the event of a temporary or final absence of the Director.

8.4 The Executive Board shall meet normally once a week and, extraordinarily, whenever convened by its President, the Governing Council or three (3) Directors.

8.5 The incumbent Director shall be remunerated, while the alternate Director may be remunerated when acting on behalf of the incumbent Director, in accordance with the rules of procedure of the Executive Board.

8.6 The Directors shall meet the qualifications and professional experience established by the Governing Council.

8.7 The Executive Board may validly session with the presence of a number of Directors representing at least the Simple majority of Member Countries.

8.8 The resolutions should be adopted by the Simple majority of the Directors representing the Member Countries present. Directors representing shareholders holding Class B and C Actions will have a voice but no vote.

8.9 However, in the cases of article 8, paragraph 10, paragraphs 2, 9, 10 and 11, and only in the case of the operations there planned to involve amounts exceeding seventy million United States dollars (USD 70,000) or one percent (1%) of the paid capital at the time of the vote, the one that is greater, and in the case of article 8, paragraph 10, the more six, the more six, the more the third, the more six, the more These amounts may be increased by unanimous decision of the Council of Ministers.

8.10 The Executive Board shall be responsible for the general administration of the Bank and, in particular, shall:

8.10.1 Execute the financial, credit and economic policy of the Bank, established by the Council of Ministers and the Governing Council, in the terms of this Agreement.

8.10.2. Authorize and/or approve active and passive operations, investments, debt assumption or issuance of obligations, bonds, guarantees and any other operation, contract or transaction that directly or indirectly and in any currency is intended to implement the social object set out in this Agreement and the policies established by the Council of Ministers and the Governing Council.

8.10.3 To submit to the Board quarterly and annually the Bank ' s Accounting and Financial States.

8.10.4 Submit to the approval of the Governing Council the operational and expenditure budget of the Bank for the following financial period.

8.10.5 Raise the Bank ' s operational and administrative standards to the Governing Council, and the specific regulations.

8.10.6 Raise the criteria for credit risk to the Governing Council and, in general, the comprehensive risk management policy, which should be adjusted by the Bank ' s operator.

8.10.7 Designate from among the representatives of the Member Countries a Chairman and other members of the Executive Committee in accordance with the provisions of article 9. In the event of resignation, death, incapacity, inability, removal or temporary or definitive absence, the incumbent President shall be replaced by one of the members of the Executive Committee, elected by its members.

8.10.8 Adopt matters relating to the staff of the Bank, such as their remuneration, the definition of the functional category, the staff rules, the definition of rights and obligations, and the rules on the determination of responsibilities. The designation of Bank staff should be preceded by a transparent selection and competition process.

8.10.9 Authorize the subscription of agreements and contracts necessary for the fulfillment of the object of the Bank.

8.10.10 Authorize the acquisition, disposal and administration of real estate and furniture.

8.10.11 Authorize the subscription of judicial or extrajudicial transactional agreements; arbitration commitments and/or accept other alternative dispute resolution mechanisms.

8.10.12. Develop quarterly reports on activities, financial reports and credit reports for consideration by the Governing Council.

8.10.13 Create the commissions or committees of Executive Boards and approve the internal organization of the Bank and the respective distribution of competencies for its best functioning.

8.10.14 To delegate to the Executive Committee, based on general parameters and subject to maximum limits, the powers set out in article 8, paragraph 10, paragraph 2.

8.10.15 Develop, approve and modify its operating rules.

8.10.16 Convene an extraordinary meeting of the Council of Ministers and the Governing Council.

8.11 Compete al Presidente del Directory Ejecutivo, as President of the Bank:

8.11.1 Exercise the legal representation of the Bank.

8.11.2 Convene and chair the meetings of the Executive Board.

8.11.3 Drive the ordinary business of the institution and be the head of its staff.

8.11.4. Conduct personnel management acts, in accordance with the rules and rules established by the Executive Board, and delegate such powers in whole or in part. In appointing staff, consideration will be given to ensuring their highest standards of efficiency, competence and integrity.

ARTICLE 9. THE EXECUTIVE COMMITTEE

9.1 The Executive Committee shall consist of the President of the Executive Board and, as determined by the Executive Board, up to three (3) Directors. The Executive Committee shall have at least one member appointed by the Member Countries whose capital contribution corresponds to three (3) Lower Stripes determined in the Annex to this Agreement.

9.2 The members of the Executive Committee shall have a term of three (3) years. Member Countries whose representatives are members of the Executive Committee may repeat for another consecutive period and may only be held again after an interval of a mandate. However, the Member Country that exercises the Presidency of the Executive Board may again hold that office only after at least two (2) terms. In any event, the Executive Committee should retain the status of Director.

9.3 The decisions of the Executive Committee shall be taken by a simple majority of members. The President of the Executive Board shall have a double vote in the event of a tie.

9.4 The Executive Committee shall:

9.4.1 Coordinate the work of the Bank ' s units, and may delegate powers.

9.4.2 Design and propose to the Executive Board the necessary operational and managerial standards for the operation of the Bank.

9.4.3 Submit to the Board of Directors the Strategic Plan following approval by the Executive Board.

9.4.4 Develop, approve and modify its operating rules.

9.4.5 All those powers delegated by the Executive Board.

ARTICLE 10. THE AUDITORY COUNCIL

10.1 The Audit Council shall consist of one (1) member holder and one alternate member designated by the Council of Ministers on the proposal of each Member Country; one (1) member holder and one alternate member for the total shareholders holding Class B Actions; and one (1) member and one alternate member for the total shareholders holding Class C Actions. It may not be performed simultaneously as a member of the Audit Council, a Director or member of the Council of Ministers or member of the Governing Council.

10.2 Members of the Audit Council shall be appointed for a period of three (3) years. They may be appointed for another consecutive period and, in such a case, they may only hold office again after an interval of a mandate. The President of the Audit Council shall be elected by and among its members.

10.3 Each titular counselor will have an alternate counselor who will replace him, in the event of a temporary or definitive absence of him.

10.4 The Audit Council shall meet at least quarterly or extraordinarily at the request of three (3) or more of its members.

10.5 Counselors will receive an allocation for attendance at meetings of the Audit Council.

10.6 The Audit Council shall adopt its decisions by the favorable vote of the Absolute Majority of its members. Each member shall have the right to a vote. Existing divergences in the vote, dissident members have the right to record, in writing, the reasons for their dissent.

10.7 Members of the Audit Council shall be appointed under specific requirements of professional suitability and experience in financial, accounting or legal matters, generally set by the Council of Ministers.

10.8 They cannot be members of the Audit Council: (i) Bank officials and employees; (ii) spouses, relatives for straight-line bloodthirsty, collaterals up to the fourth grade inclusive, and related members within the second degree of the members of the Council of Ministers, the Board of Directors and the Executive Board; (iii) persons with economic or commercial interest with the Bank. The members of the Audit Council shall exercise their functions on a personal and indelegable basis, and shall receive an allowance for attendance at the meetings of the Council.

10.9 The Audit Council shall:

10.9.1 Recommend to the Governing Council the hiring of an external, independent and recognized regional and international audit company, which will certify the annual accounting and financial States that will be presented by the Executive Board.

10.9.2 Review and issue views on the Bank ' s Accounting and Financial States, prior to submission to the Council of Ministers, monitoring compliance with policy requirements and the correct application of existing accounting criteria.

10.9.3 Evaluate the Executive Board ' s compliance with internal and external audit recommendations.

10.9.4 Recommend to the Executive Board the correction or refinement of policies, practices and procedures identified in the scope of its functions.

10.9.5 Organize internal audit procedures, according to international parameters of good corporate governance in financial matters.

10.9.6 Develop, approve and modify its operating rules.

10.9.7 Develop and publish, quarterly, the report of the Audit Council.

10.9.8 Fiscalize the Bank ' s administration by requiring and reviewing computer systems, books and documents, which are necessary for the exercise of its functions.

10.9.9. Control compliance with the provisions of this Convention, internal regulations and other regulations issued accordingly by the governing bodies of the Bank.

10.9.10 Recommend to the Executive Board, where serious or urgent reasons require, the convening of an extraordinary meeting of the Council of Ministers.

10.10 The President of the Audit Council or a member of the Board by e! nominated shall, with a voice but without a vote, attend meetings of the Council of Ministers, of the Board of Directors and of the Executive Board, where the accounting and financial States are presented quarterly and annually, or the matter of their competence is released.

ARTICLE 11. RESPONSIBILITIES

11.1 Members of the Board of Directors, the Executive Board and the Audit Council must act with honesty and diligence, ensuring compliance with this Convention.

11.2 Violation of the principles referred to in the preceding paragraph, conduct contrary to the Bank ' s interest and abuse of powers, generates the responsibility of members of the Board of Directors, the Executive Board, the Executive Committee or the Audit Council for acts committed in the exercise of their functions.

CHAPTER V
GESTION DE RIESGO

ARTICLE 12. GESTION INTEGRAL DE RIESGO

The Bank should develop, adopt and implement measures and mechanisms to identify, measure, monitor, control and mitigate the risks it faces in the exercise of its operations to preserve its heritage and take advantage of market opportunities by maintaining exposure to risks within the limits defined by the Governing Council.

ARTICLE 13. DECUREMENT AND EXPOSITION LIMITS

13.1 The Bank ' s liability may not exceed two and a half (2 1/2) times its Neto Heritage.

13.2 The limit of the preceding paragraph may be increased to a maximum of four (4) times the Bank's Neto Heritage by decision of the Council of Ministers.

13.3 The Bank ' s total loans and investments, plus the total amount of guarantees and guarantees granted in favour of third parties, may not exceed three (3) times the Bank ' s Neto Heritage.

13.4 The limit of the previous paragraph may be increased to a maximum of four and a half (4 1/2) times the Bank's Neto Heritage by decision of the Council of Ministers.

13.5 Argentina, Brazil and Venezuela will be able to obtain loans from the Bank in an equivalent amount of up to four (4) times the Subscribed Capital that each has integrated.

13.6 Bolivia, Ecuador, Paraguay and Uruguay will be able to obtain loans from the Bank in an equivalent amount of up to eight (8) times the Subscribed Capital that each has integrated.

13.7 In the case of the other UNASUR National States, the Council of Ministers will resolve the multiplier by which they will be able to obtain loans from the Bank regarding the Registered Capital that each has integrated. Such a multiplier cannot be less than four (4) or more than eight (8).

CHAPTER VI
FINANCIAL EXERCISE, BALANCES AND UTILITIES

ARTICLE 14. FINANCIAL EXERCISE

14.1 The financial period of the Bank will be for annual periods, beginning on 1 January and ending on 31 December of each calendar year.

ARTICLE 15. CONTABLE AND FINANCIAL STATES

15.1 The day the financial period expires, the accounts should be closed for the purposes of the development of the Bank ' s accounting and financial States.

ARTICLE 16. PUBLICATION OF MEMORYS AND SUMINISTER OF INFORMATION

16.1 The Bank will publish annually a report containing the audited accounting and financial statements. It may publish other reports that it deems appropriate. Copies of all publications made in accordance with this chapter should be supplied to all shareholders of the Bank.

ARTICLE 17. UTILITIES

17.1 The Bank will not distribute Utility among National States with Class A and B Actions. In any case, all of the Utilities of each exercise will be allocated to the constitution of a Reserve Statutory Fund until its accumulated amount reaches a value equal to two (2) times the Subscribed Capital. Once this level has been reached, the Council of Ministers shall determine the allocation of surplus Utilities.

CHAPTER VII
DENUNCIA, RETIRO AND SUSPENSION OF ACCIONISTS

ARTICLE 18. DENUNCIA AND RETIRO

18.1 The Member Countries may denounce this Convention by simultaneously notifying the Ministry of People ' s Power for Foreign Affairs of the Bolivarian Republic of Venezuela and the Council of Ministers at the Bank ' s Headquarters.

18.2 Other shareholders may withdraw from the Bank by notification to the Council of Ministers at Bank Headquarters.

18.3 The denunciation or withdrawal shall have final effect after six (6) months after the date of the notification. However, during this period, the shareholder and members of the Councils of Ministers, Administration and Audit, and of the Executive Board representing him, may not exercise any function derived from this Constitution Convention.

18.4 Before the denunciation or withdrawal has a definitive effect, the shareholder may desist from his intention to denounce or withdraw, provided that he notifys the Bank and/or the Ministry of People ' s Power for Foreign Affairs of the Bolivarian Republic of Venezuela in writing.

18.5 Even after the denunciation or withdrawal has definitive effects, the shareholder will continue to be responsible for all direct and indirect obligations with the Bank on the date of delivery of the notification, including those provided for in Article 20. However, it shall not be liable for any obligations arising from the operations of the Bank after the date of notification of the complaint or withdrawal.

ARTICLE 19. SUSPENSION OF A ACCIONIST

19.1 The shareholder who fails to comply with its obligations to the Bank may be suspended when the Council of Ministers decides.

19.2 The suspended shareholder shall automatically cease to rescission of such character by one (1) year from the date of suspension, unless the Council of Ministers agrees to terminate the suspension. In this case, the provisions of article 20.

19.3 As long as the suspension lasts, the shareholder, and the members of the Councils of Ministers, Administration, Audit and Executive Board representing him, may not exercise any function derived from this Constitution Convention or claim any right that is based on it, except that of withdrawal in accordance with Article 18 of this Constitution Convention.

ARTICLE 20. LIQUIDATION OF ACCOUNTS

20.1 After the denunciation or withdrawal has definitive effects, and from the date of notification of the denunciation or withdrawal, the shareholder shall cease to participate in the Bank's Utility or losses and shall not assume any responsibility for the future obligations of the Bank, financial and non-financial, direct or indirect. However, it will remain invariably responsible for all direct and indirect obligations with the Bank. It will also continue to apply its creditor rights to the obligations of the Bank.

20.2 When a shareholder ceases to be serious, the Bank shall take the necessary measures to repurchase the Ordinary Shares of such shareholder as part of the settlement of accounts, in accordance with the provisions of this article; however, such shareholder shall not have any other rights, in accordance with this Constitutive Agreement, other than those stipulated in this same chapter.

20.3 The Bank and the shareholder who ceases to be able to agree on the conditions for the requisition of the Ordinary Actions, in the terms that both deem appropriate in accordance with the circumstances, without the provisions of the following subparagraph being applicable. Such an agreement may, among other matters, provide for the final settlement of all the obligations of such shareholder with the Bank.

20.4 If the agreement referred to in the preceding paragraph is not produced within six (6) months of the date on which the shareholder has ceased to be, or within the time period that both have agreed, the requisition price of the Ordinary Shares in the possession of such shareholder shall be equivalent to the accounting value that they have, according to the Bank's books, on the date on which such shareholder has ceased to belong to the Bank, in such case shall be transferred.

20.4.1 The payment of the share price will only be made after the shareholder who ceases to be granted the corresponding transfer of his Ordinary Actions. Such payment may be made in instalments, within the time frames and currencies determined by the Bank, taking into account its financial position;

20.4.2 Of the amounts owed by the Bank to the shareholder who ceases to be, as a result of the transfer of its Ordinary Actions, the Bank shall retain an appropriate amount while the shareholder and, where appropriate, its political subdivisions or its government agencies, have obligations resulting from loan or warranty transactions with the Bank. The amount retained may be applied, at the Bank ' s option, to the liquidation of any of these obligations as their maturity occurs. It is not possible, however, to retain any amount because of the liability that the shareholder may eventually have for future requirements of payment of his subscription.

20.4.3 If the Bank suffers losses in any loan or participation operation or as a result of any warranty, pending at the date on which the shareholder ceased to be, and if the same exceeds the respective reserves existing at that date, the shareholder shall reimburse the Bank, at the request of this, the amount in which such losses would have altered the purchase price of their Ordinary Actions if they had been considered to have the accounting value. In addition, the shareholder who ceased to be will continue to be obliged to satisfy any payment requirement, in accordance with Article 4, up to the amount that would have been obliged to cover if the requirement had taken place at the time when the requisition price of his Ordinary Actions was determined.

20.5 A shareholder may not be paid any amount which, under this chapter, is owed for his shares before six (6) months have elapsed since the date on which such shareholder has ceased to be. If within that period, the Bank terminates its operations, the rights of the shareholder shall be governed by the provisions of articles 23 and 24 of this Agreement. The shareholder shall continue to be considered as such for the purposes of such articles, except that he shall not have the right to vote.

CHAPTER VIII
SUSPENSION AND TERMINATION OF OPERATIONS

ARTICLE 21. SUSPENSION OF OPERATIONS

21.1 Where circumstances impossitize the regular functioning of the Bank arise, the Executive Board by adopting the voting rule set out in article 8, paragraph 9, may suspend operations relating to new loans and guarantees until the Council of Ministers has the opportunity to review the situation and take appropriate action.

ARTICLE 22. TERMINATION OF OPERATIONS

22.1 The Bank may terminate its operations by decision of the Council of Ministers. At the end of the operations, the Bank will immediately cease all its activities except those intended to preserve, preserve and carry out its assets and cancel its obligations.

22.2 The termination of the Bank ' s operations shall be terminated by a liquidator or liquidating commission in accordance with the terms of the Council of Ministers. The liquidator or liquidating commission will represent the Bank during the liquidation process.

ARTICLE 23. RESPONSIBILITY OF ACCIONISTS AND DEUDGES

23.1 The responsibility of shareholders who come from capital subscriptions according to the rules of this Agreement shall remain in force until all obligations of the Bank are settled, including indirect and/or eventual. All direct creditors will be paid with the assets of the Bank and then with the funds obtained from the collection of the share due from the Cash Capital and the requirements of the Guarantee Capital. Before making any payments to direct creditors, the Executive Board shall take such measures as may be necessary to ensure a pro rata distribution among creditors of direct and indirect obligations.

ARTICLE 24. DISTRIBUTION OF ACTIVES

24.1 No distribution of assets shall be made between shareholders on account of the Ordinary Actions that have been held in the Bank until all obligations have been cancelled with creditors, or provision has been made for payment. It will also require that the Council of Ministers decide to make the distribution. Any distribution of assets among shareholders shall be made in proportion to the number of Ordinary Actions they possess and in the time and conditions that the Bank considers fair and equitable. It will not be necessary that the portions distributed among the different shareholders contain the same kind of assets. No shareholder shall be entitled to receive his share in the said asset distribution until he has honoured all his obligations to the Bank. Shareholders who receive assets distributed in accordance with this article shall enjoy the same rights as the Bank in such assets, prior to distribution.

CHAPTER IX
INMUNITIES, EXENSIONS AND PRIVILEGES

ARTICLE 25. ALCANCES

25.1 In order to enable the Bank to fulfil the object and functions entrusted to it, the Member Countries shall, in accordance with the domestic legal regime of each of them, adopt the necessary provisions to give effect to the immunities, exemptions and privileges set out in this chapter.

ARTICLE 26. JUDICIAL PROCEDURES

26.1 The Bank in its contractual relations shall establish as applicable jurisdiction the competent courts of a Member Country. Without prejudice to the foregoing, upon approval of the Executive Board, the Bank may be subjected to another jurisdiction according to the nature of the legal business in question.

26.2 The shareholders and the persons representing them shall not be able to initiate any legal action against the Bank and may only assert their rights, through the procedures for adjudicating disputes set out in this Constitutive Convention or the alternative procedures established in the future.

26.3 The assets and other assets of the Bank shall enjoy immunity with respect to expropriations, confiscation, abduction, embargo, or any form of forcible arrest or disposal, affecting the property of the Bank on such property by executive, legislative or judicial action.

ARTICLE 27. INVIOLABILITY OF ARCHIVES

27.1 Bank files will be inviolable.

ARTICLE 28. PRIVILEGY FOR COMMUNICATIONS

28.1 Each Member Country shall grant the Bank ' s official communications the same treatment as the official communications of other Member Countries.

ARTICLE 29. TRIBUTARY EXENSIONS

29.1 Both the Bank, as well as its revenues, goods and other assets, as well as the transactions and transactions that it performs in compliance with its object, shall be exempt from all types of tax and customs duties.

29.2 The allocations, remuneration, salaries and fees that the Bank pays to its advisers and directors, officials and employees who are not of the same nationality or permanent residents of the country in which they operate for the Bank shall be exempt from taxes.

29.3 Member Countries shall not impose any kind of taxes on the obligations or values issued or guaranteed by the Bank, including dividends and interests irrespective of the holder ' s person.

ARTICLE 30. PERSONAL INMUNITIES AND PRIVILEGES

30.1 The Bank ' s advisers, directors, officials and employees shall enjoy (i) immunity from jurisdiction and enforcement in respect of acts, including their words and writings, carried out by them in the exercise of their official functions and within the limits of their obligations. Without prejudice to this, the Bank may at any time waive immunity; (ii) the same immunities with respect to immigration restrictions, alien registration requirements, treatment with respect to travel documentation, military service obligations and the same facilities with respect to exchange arrangements, which Member Countries grant to representatives, officials and employees of comparable rank of other Member Countries.

30.2 The privileges and immunities agreed upon in this chapter shall only be those advisers, directors, officials and employees of the Bank who are not nationals or have permanent residence in the country in which they operate for the Bank.

CHAPTER X
GENERAL PROVISIONS

ARTICLE 31. VIGENCE

31.1 The present Convention may not be signed with reservations, nor may it be received on ratification or accession.

31.2 This Agreement shall enter into force five (5) days after the deposit, in the Depositary, of the instruments of ratification of the Single Majority of the Funding Countries which, additionally, together, represent more than two thirds (2/3) of the Bank's Subscribed Capital. The Depositary shall communicate the date of each deposit to the Signatory States that have signed this Agreement and to which they have acceded. The Depositary shall notify the Signatory States of the date of entry into force of this Agreement. For the Adherent States, the same shall enter into force five (5) days after the date on which such a State has deposited its instrument of ratification.

31.3 Instruments of ratification shall include the declaration that the Signatory or Adherent State has adopted this Convention in accordance with its domestic legislation and has taken the necessary measures to be able to comply with all the obligations imposed by the Constitution, especially those relating to the privileges and immunities referred to in chapter IX of this Agreement. At any time, and for the purpose of protecting the assets and officials of the Bank, the Council of Ministers may verify whether any Member Country holding Headquarters, a Subsede or where a Bank Unit is established has seriously violated any or some conditions of immunities, guarantees and privileges granted to the Bank under Chapter IX. In the event that the Council of Ministers finds that the Member Country that is the holder of Headquarters, of a Subsede or where a Bank Unit is established, has seriously violated any or some conditions of immunities, guarantees and privileges granted to the Bank, the Council of Ministers shall resolve the suspension of the activity of Headquarters, Subsede or Unit that is in the Member Country by which the consultation was duly carried out, until such violation has ceased.

The Member Country for which the consultation takes place shall have a more non-voting voice at the meetings in which these matters are concerned, until the suspension of operation of Headquarters, Sub-Sede or Unit is left without effect as provided for in the preceding paragraph.

31.4 After the entry into force of the present Convention, it shall be open to the accession of the National States members of UNASUR, upon their request.

ARTICLE 32. AMENDMENT

32.2 This Agreement may be amended or amended at the initiative of the Executive Board by written communication to the Council of Ministers. The Council of Ministers shall transmit the proposal to the Member Countries, which shall be put to the vote at the next meeting of the Council.

32.3 The amendments or modifications adopted shall enter into force when accepted by all Member Countries of the Bank, by depositing the respective instrument with the depositary.

ARTICLE 33. INTERPRETATION AND ARBITRAJE

33.1 The signatory States agree that any discrepancy, dispute, question or claim arising between a Member Country of the Bank and the Bank, or between the Member Countries of the Bank, arising from the interpretation or application of this constituent Convention, shall be resolved through direct consultations between the parties.

33.2 If forty-five (45) days have elapsed since the date of commencement of direct consultations, a satisfactory result has not been reached for both parties, any of them may request within the following thirty (30) continuous days, that the dispute be subject to the decision of the Council of Ministers of the Bank. To that end, the request must be filed with the Executive Board. The decision of the Bank ' s Council of Ministers shall be adopted by consensus and shall be binding on the parties.

33.3 If ninety (90) days have elapsed since the date on which the dispute has been submitted to the decision of the Bank ' s Council of Ministers, without its decision, the matter will be resolved definitively at the request of one of the parties by arbitration by a court of three arbitrators. Two arbitrators shall be appointed by the parties and the third, except agreement between them, by the Secretary-General of UNASUR. If either party does not designate its arbitrator, the other party may request the UNASUR Secretary-General to designate the missing arbitrator.

33.4 Decisions will be made by majority. The third arbitrator may decide all procedural matters where the parties disagree on the matter.

33.5 The arbitral tribunal shall make its decision on the basis of this Convention as its primary source. In addition, it will resort to the applicable principles and norms of public international law or other rules of law established by the parties.

33.6 In the event that disagreements arise between the Bank and a national State that has ceased to be a member of the Bank, or between the Bank and a Member Country after the Bank ' s settlement has been agreed, the matter will be resolved directly by arbitration, in the same manner as in the previous paragraph.

CHAPTER XI
TRANSITORY RULES

ARTICLE 34.

34.1 Immediately after the entry into force of this Agreement as provided for in the preceding chapter, the Council of Ministers shall meet at the Bank ' s Headquarters and shall appoint the members of the Executive Board, the Audit Council and the Governing Council.

34.2 Until the Executive Board has at least seven (7) representatives of Member Countries, the provisions of article 9 of this Constitution Convention shall not apply, and the powers of the Executive Committee there established shall be exercised by the Executive Board.

34.3 The Board of Directors shall designate a “ad hoc” committee consisting of two (2) representatives of the Central Banks, Superintendences of Banks or Financial Control Agencies of each Signatory State, to establish, in conjunction with the Executive Board, a proposal for credit risk criteria and, in general, for comprehensive risk management policy, as well as of operational and financial rules of the Bank, taking into account the international parameters of transparency and good corporate management in matters. The Committee shall have a maximum period of one (1) year to fulfil its functions, which may be extended for six (6) months with the approval of the Governing Council.

34.4 The Council of Ministers shall, from its installation, consider the preparation and approval of its operating regulations.

34.5 The Board of Directors, the Executive Board, the Executive Committee and the Audit Council shall have, each, a period of ninety (90) days from its installation to develop and approve their respective operating regulations.

34.6 The Bank ' s first financial period will begin with the entry into force of this Agreement and will end on 31 December.

34.7 This Agreement shall be open for a period of one hundred and twenty (120) days for signature by the other National States members of UNASUR.

To this end, those national States members of UNASUR will sign Class A Actions in accordance with the Stripes provided for in the Annex to this Agreement.

34.7.1 National States included in the Strip two (2):

34.7.1.1 They shall comprise the actions in accordance with the timetable provided for in article 4 (para. 5, sub-paragraph 1 of this Agreement.

34.7.1.2 Bank loans may be obtained under the terms of Article 13, paragraph 5 of this Agreement

34.7.2 National States included in the Strip five (5):

34.7.2.1 They shall comprise the actions in accordance with the timetable, provided for in article 4, paragraph 5, paragraph 5, subsection 2 of this Agreement.

34.7.2.2 Bank loans may be obtained under the terms of Article 13, paragraph 6, of this Agreement

34.8 Until the Secretary-General of UNASUR is elected and the Constitutive Treaty of UNASUR enters into force, the appointment of the third arbitrator for the purposes of article 33 shall be made by the Council of Ministers.

Subscribed in the city of Porlamar, Bolivarian Republic of Venezuela, on the twenty-six days of September of the year two thousand nine, in an original copy written in the Spanish and Portuguese languages.

For the Argentine Republic

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Annex

Brazil, Venezuela2,0002Chile, Colombia, Peru9703Ecuador, Uruguay4004Bolivia, Paraguay1005Guyana, Suriname45
Total100,000





APPENDIX
DEFINITIONS

For the purposes of this Agreement:

1) “Ordinary Actions” means the fractions in which the Bank’s Capital is divided, and is subdivided into Class A Actions, Class B Actions, and Class C Actions.

2) “Banco” means “South Bank” in the terms provided for in article 1, paragraph 1, of the Constitution Convention.

(3) “authorized capital” means the capital of the Bank approved by Article 4(1) of the Constitutive Convention.

4) “Capital of Guarantee” means the part of the Authorized Capital that the subscribers of Ordinary Actions have been obliged to integrate by granting the guarantee, in the terms provided for in Article 4 subsections 2, 3 and 4 of the Constitutive Convention.

5) “Effective Capital” means the part of the Authorized Capital that the subscribers of Ordinary Actions have been forced to integrate in cash in U.S. Dollars or in local currency, in the terms provided for in Article 4 subsections 2, 3 and 4 of the Constitutive Convention.

6) “Payable Capital” means the actually integrated Registered Capital.

7) “Subscribed Capital” means the part of the Authorized Capital that the subscribers of shares have been forced to integrate within the deadlines set out in the Constitutive Convention. It is the original amount of capital provided for in article 4, paragraph 1, of the Convention.

(8) “Executive Committee” means the body of the Bank referred to in article 9 of the Constitutive Convention.

9) “Consejo de Administración” means the governing body of the Bank referred to in article 5, paragraph 1, whose composition, mandate, form of deliberation and functions are defined in article 7, both of the Constitutive Convention.

(10) “Audit Council” means the Bank’s control body referred to in article 5, paragraph 1 of which the composition, mandate, form of deliberation and powers are defined in article 10, both of the Constitution Convention.

(11) “Council of Ministers” means the governing body referred to in article 5, paragraph 1 whose composition, powers, form of deliberation are defined in article 6, both of the Constitution Convention.

12) “Constitutive Convention” means the instrument by which the Bank is constituted and the provisions governing its activity are established.

13) “Dependencies” means the linked companies, branches, agencies, offices or representations of the Bank, which were necessary for the development of their functions.

14) “Depositaire” is called the Ministry of People’s Power for Foreign Affairs of the Bolivarian Republic of Venezuela.

15) “Director” means that representative of shareholders who integrate the Executive Board in the terms provided for in Article 8 of the Convention.

(16) “Executive Director” means the executive body referred to in article 5, paragraph 1, which is in charge of the general administration of the Bank, whose composition, mandate, form of deliberation and powers are defined in article 8, both of the Constitution Convention.

17) “United States dollars” means the legal currency in the United States of America.

18) “Adherent State” means that National State member of UNASUR, which, after the Bank ' s entry into force, has deposited the instrument of ratification as provided for in article 31, paragraph 2, of the Constitutional Convention.

19) “signatory state” means that National State member of UNASUR that has signed the Bank’s Constitutive Convention. Includes the Founding Countries and the National States that sign the Convention as provided for in article 34, paragraph 7.

(20) “Contable and Financial States” mean the Bank’s accounting and financial reports to a specified date, and its economic and financial developments in the period covered.

21) “Standard Reserve Fund” means the fund that is constituted with the totality of the Utility, until its accumulated amount reaches a value equal to two (2) times the Capital Subscribed, as provided for in article 17, paragraph 1 of the Convention.

22) “Franja” means each of the elements that are identified in the Annex to this Constitution Convention, and which comprise the national states that are identified in them.

23) “Integration in Dollars” means the minimum percentage of the nominal value of each action, as provided for in article 4 subsection 5, subsection 1 of the Constitutive Convention, to be integrated into U.S. Dollars.

24) ‘‘Integration in Local Currency’ means the maximum percentage of the nominal value of each action, as provided for in article 4 subsection 5, subsection 2 of the Constitutive Convention, to be integrated into the local currency of the Member Country that subscribes the action.

25) “Absolute May” means more than half of the votes.

26) “Majoria Simple” refers to the number of votes obtained by the alternative with more votes in favor.

27) “Founding countries” are Argentina, Bolivia, Brazil, Ecuador, Paraguay, Uruguay and Venezuela.

28) “Member countries” means the National States members of the Union of South American Nations (UNASUR) that subscribe to the Bank’s constituent Convention.

29) “Patrimon Neto” means the difference between the Bank’s assets and liabilities.

30) “Strategic Plan” means a planning tool designed to organize the Bank’s long-term activities, which should be submitted by the Executive Committee to the Governing Council, under article 9 (4), paragraph 3, for the purposes provided for in article 6 (2), paragraph 12, and article 7 (sect. 7, paragraph 9, of the Constitution.

31) “President of the Bank” or “President of the Executive Board” means that member of the Executive Board who exercises the legal representation and conduct of the Bank in the terms of Article 8, paragraph 11 of the Constitutional Convention.

32) “President of the Governing Council” means that member of the Governing Council who is elected by the rest of the members to conduct the Governing Council.

33) “Sede” is called the headquarters of the Bank that will take place in the City of Caracas, Bolivarian Republic of Venezuela, as provided for in article 1, paragraph 2 of the Convention

34) “Subsede” is called those Bank Subseds that will operate in the Autonomous City of Buenos Aires, Argentina and in the City of Peace, the Plurinational State of Bolivia, as provided for in Article 1, paragraph 2 of the Constitutive Convention.

35) “UNASUR” means Union of South American Nations.

36) “Utility” refers to the positive net result of the exercise.