LAW 213 1995
Official Gazette No. 42064 of October 26, 1995 PUBLIC POWER
LEGISLATIVE BRANCH Through which the "Agreement Establishing the Bank approved Central American Economic Integration "BCIE, signed in Managua on December 13, 1960 and the" Protocol of Amendment to the Agreement Establishing the Central American Bank for Economic Integration ", signed in Managua on 2 September 1989. Summary Notes
THE CONGRESS OF COLOMBIA,
having regard to the text of the "Agreement Establishing the Central American Bank for Economic Integration" BCIE, signed in Managua on December 13, 1960 and the "Protocol of Amendment to the Agreement Establishing the Central American Bank for Integration economic ", signed in Managua on 2 September 1989. CERTIFICATION
the undersigned Secretary General of the Central American Integration System, Certifies: that the foregoing text" Agreement Establishing the Central American Bank for economic Integration " BCIE signed in the city of Managua, capital of the Republic of Nicaragua, on December 13 of 1960, is a true and correct copy of the Convention, the original of which is deposited in the archives of the General Secretariat Central American Integration system, SG-SICA, and to be sent to the Central American Bank for Economic Integration, BCIE, upon request, signed and sealed this Certification, in the city of San Salvador, Republic of El Salvador, on the twentieth day of June in 1994.
The Secretary General,
Central American Integration System,
H. ROBERTO HERRERA CACERES.
AGREEMENT ESTABLISHING THE CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION
The Governments of the Republics of Guatemala, El Salvador, Honduras and Nicaragua created by this Agreement, the Central American Bank for Economic Integration, in accordance with the following clauses :
CHAPTER I. NATURE, PURPOSE AND HEADQUARTERS
ARTICLE 1o. The Central American Bank for Economic Integration is a multilateral development finance institution of public international law, with legal personality, governed by the provisions contained in the present Charter and its regulations
Term Notes Legislation Previous
. The Bank will aim to promote the integration and balanced economic and social development of the founding countries. In pursuance of this object, you have the following functions:
a) Support the founding countries in implementing their development plans and policies, in order to maximize the utilization of their resources, develop their economies and increase tidily trade between them and with third countries;
B) identify and promote investment opportunities in the founding countries through studies and analyzes;
C) Support projects and programs of regional integration and globalization process of the founding countries;
D) Supporting sectoral development processes;
E) Support programs and social development policies of the founding countries;
F) Support studies and projects of great regional importance;
G) Support the development of infrastructure of public goods and services of public, private or mixed ownership;
H) Support economic sectors of national or regional strategic importance that help increase the production of goods, trade and services;
I) Finance companies need to expand or rehabilitate their operations, modernize their processes or change the structure of its production to improve its efficiency and competitiveness;
J) Support the conservation and protection of natural resources and the environment and rational and sustainable exploitation;
K) To promote the raising and mobilization of internal and external financing for development in Central America financial resources;
L) Promoting investment of public and private capital;
M) To promote and strengthen the development of the capital market in the region;
N) Support the founding countries in cases of emergency and reconstruction caused by natural disasters;
O) Support technological development and human resources of the region;
P) Any other multilateral financial characteristics of the development activity that contribute to fulfilling its object functions.
The Bank, given its object mentioned in this article may accept other countries as beneficiaries, in accordance with the provisions of article 4 of this Agreement, provided that the programs, projects or schemes to support or finance in these countries to contribute to the integration and balanced economic and social development of the founding countries. Effective Notes
ARTICLE 3. The bank will have its headquarters and main offices in the city of Tegucigalpa, Honduras, and may establish branches, agencies, bureaus and offices or representations as may be necessary for the fulfillment of their duties as approved by the Board of Governors. Effective Notes
MEMBERS, CAPITAL, RESERVES AND RESOURCES.
A. Members are founding countries of the Bank the Republics of Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica, hereinafter called "founding nations". Whenever in the text of this Convention read "state founder," founding states "," founding member "or" founding members "should be understood to refer to the term" founding nations ".
In addition, they can be accepted as non-founding regional partners other countries that are part of the Central American Integration System (SICA), in accordance with procedures established by the Board of Governors. Whenever in the text of this Convention "non-founding regional state", "non-founding regional countries", "regional members non-founders" or "non-founding regional states" read must be understood to refer to the term "regional partners no-founders ".
May be accepted as non-regional members of the Bank other countries, as well as public bodies with scope internationally with legal personality, in accordance with procedures established by the Board of Governors. Whenever in the text of this Convention "extra-regional status", "extra-regional countries", "non-regional members" or "extra-regional states" I read must be understood to refer to the term "extra-regional partners."
The non-founding regional members and regional partners will be subject to the same legal regime.
Whenever in the text of this Convention "member states", "member countries", "member country", "member", "state", "partner states", "partner", "partners" or read "member state" shall be construed as reference to the partners mentioned in the preceding paragraphs.
The regulations for the admission of non-founding regional partners and partners outside the region may be amended only by agreement of the Board of Governors, by a majority of three-quarters of the total voting power of the members, including the favorable vote three Governors of the founding countries.
The Bank, taking into account the provisions of article 2 of this Convention may accept as beneficiaries other countries, hereinafter called "beneficiaries" or "beneficiary countries", in accordance with the rules adopted by the Board of Governors three-fourths majority of the total voting power of the members, including the favorable vote of four Governors of the founding countries.
For the purposes of income beneficiaries, the Board of Governors, in the rules adopted by countries, will include provisions relating to the beneficiary countries, including, inter alia, admission requirements, contribution amount, payment , operations, programs and bankable projects eligible for loans and guarantees, interpretation and arbitration and immunities, exemptions and privileges granted to the beneficiary country Bank including recognition of its preferred creditor status. Once accepted a beneficiary country will be signed between the East and the Bank the corresponding partnership agreement.
They may also be accepted as beneficiary countries extra-regional partners and non-founders in accordance with regulations approved by the Board of Governors for this purpose regional partners; Effective Notes
B. Capital, Reserves and Resources
A) The participation of the partners in the Bank's capital is represented by shares issued in favor of the respective partners and regulated as follows: The capital entitled to vote shall be composed of a series of "A" shares intended the founding countries of the Bank and a series of actions 'B' aimed at non-founding regional partners and extra-regional partners. Each share subscribed "A" or "B" confers one vote;
B) The authorized capital of the Bank shall be five billion dollars of the United States of America (US $ 5.000.000.000.00). The authorized capital, the founding countries will sign, in equal parts, two thousand five hundred fifty million dollars (US $ 2.550.000.000.00) by series "A" and will be available to non-regional countries and non-founding regional partners two thousand four hundred fifty million dollars (US $ 2.450.000.000.00) by series "B". The issue of shares will be in accordance with the following parameters:
1. Series "A", made up by two hundred fifty-five thousand shares with a nominal value of US $ 10,000.00 each. The shares have been subscribed by the founding countries will be replaced by shares of "A" series, corresponding amounts.
2. Series "B", made up by two hundred forty-five thousand shares with a nominal value of US $ 10,000.00 each. The Series "B" replaced by corresponding amounts, the shares subscribed by non-regional partners founders and extra-regional member countries.
3. The Series "A" and "B" series at all times represent the total authorized capital of the Bank;
C) certificates also exist the series "E", issued to shareholders "A" and "B" with a face value of US $ 10,000.00 each, to recognize retained earnings attributable to their contributions capital at the Bank over time. These certificates will no voting rights and shall not be transferable. In addition, certificates series "E" may be used by holders of shares "A" and "B" to cancel all or part of subscription of new shares not subscribed authorized capital made available by the Bank. The certificates series "E" waiting to be used to subscribe for new equity shares will be part of the General Reserve Bank. The certificates series "E" do not generate callable capital. Corresponds to the Board of Governors authorized the subscription of new equity shares from the use of certificates series "E";
D) Except for the mechanism provided for in this Convention for the issuance of certificates series "E", the Bank's shares will not earn interest or dividends and may not be pledged, or encumbered, or in any way alienated and only will be transferable to the Bank, except as provided in the second paragraph of paragraph h) of paragraph B of this Article. Shares of the "A" series and "B" are registered and will be distinguished with the name of the respective country or international organization which is the proprietor. Shares shall be represented in titles numbered consecutively and will emerge from a checkbook book. The corresponding heels contain the principal provisions of the respective title. The securities carry in any case the name of the Bank and its headquarters, the amount of capital, the nominal share price, the partner's name, seal CABEI and the number and series to which they belong. These securities may represent any number of shares and must be signed by the Executive Chairman of the Bank. Each action may not belong to only one partner;
E) The authorized capital is divided into shares of paid-in capital and callable capital. The equivalent in 1250 million dollars (US $ 1.250.000.000.00) correspond to paid-in capital and the equivalent of three thousand seven hundred fifty million dollars (US $ 3.750.000.000.00) shall be callable.
F) The authorized capital may be increased at the time and in the way the Board of Governors deems appropriate and agreed by a majority of three-quarters of the total voting power of the members, including the votes favorable four Governors of the founding countries;
G) The maximum number of shares of "B" series may enter each extraregional each regional partner or non-founder will be determined by the Board of Governors;
H) If the capital increase, all members shall be entitled, subject to the terms established by the Board of Governors, a fee increase in their shares, equivalent to the proportion which these bears to the total capital Bank.
In any capital increase, always subject to the founding countries, holders of series "A" shares, equivalent to fifty percent and one percent (51%) of the increase. In case one of the founding countries suscribiere the party to have a choice, you can do another founding country. Notwithstanding this, the state or states that did not sign that portion will have option to buy the country or countries that signed it. In any case, not take effect any capital increase that considers the effect of reducing to less than fifty-one percent (51%) participation of the founding member countries.
If new capital increases, will have preference in subscribing the founding states to maintain a lower amount of capital in order to maintain between them the same proportion of capital.
No non-founding partner regional or non-regional member is obligated to subscribe to capital increases. Should any of them fail underwrote the party to have a choice, you can do one or more other regional non-founding regional members or partners.
I) Payment of the shares of the "A" and "B" series will be as follows:
1. The paid-in part be paid in dollars of the United States up to four annual, equal and consecutive installments. In accordance with the mechanism defined by the Board of Governors, the payable for the shares of the "A" and "B" series cash portion may be canceled by using certificates series "E".
2. The part of the callable capital shall be subject to payment order when required to meet obligations that the Bank has acquired in the capital markets or corresponding to loans obtained to form part of the Bank's resources or resulting from guarantees commit these resources .
Payment requirements on the callable capital shall be uniform for all actions;
J) For the purposes of the income of beneficiary countries, the Board of Governors approve special contributions that will be part of the general assets of the Bank. Such contributions shall be divided into contributions payable in cash and contributions payable, subject to payment order in accordance with established by the respective regulations. For its contribution paid each of the beneficiary countries receive certificates of contribution. Special contributions not be entitled to vote but the recipient countries may participate in meetings of the Board and of the Board of Governors, the right to speak. Effective Notes
The 5th ITEM. The General Reserve Bank shall consist of a capital reserve certificates and the series "E" waiting to be used by member countries of the Bank for payment of new share subscriptions.
Net profits obtained by the Bank in the exercise of its operations will be aimed at the Capital.
The liability of members of the Bank, as such, is limited to the amount of its capital subscription. Effective Notes
ARTICLE 6o. In addition to its own capital and reserves, will be part of the Bank's resources product of loans and credits obtained in capital markets and other resources received any legal title.
The Bank will not accept the funding sources of political constraints or contravene the purpose of the Bank.
Without prejudice to the provisions in the preceding paragraphs, shall exist within the Bank, but as an independent and separate assets of the general heritage of this, the following funds:
a) The Social Benefit Fund, created with the sole purpose to grant to Bank staff the benefits established in the Organic Statute and accompanying regulations to that effect issued or issued by the Bank. The assets of the Fund is maintained and administered separately from the other assets of the Bank, as a matter of pension fund, to be used only in the payment of benefits and costs of different plans benefits provided by the Fund;
B) The Special Fund for Social Transformation of Central America, whose assets will be used only to create a special window for financing on concessional terms, programs and projects that fit within the efforts of social transformation of Central America, intended to develop the founding countries declared eligible by the Bank for this purpose programs;
C) The Technical Cooperation Fund, created as a mechanism to integrate programming processes, procurement and management of technical cooperation resources CABEI to strengthen the capacity of preparation and implementation of projects. Effective Notes
ARTICLE 7. Capital, capital reserves and other resources of the Bank or managed by it, shall be used exclusively for the fulfillment of the objective stated in Article 2 of this Convention. To this end, the Bank may:
a) Study and promote investment opportunities in Central American countries, establishing proper programming of its activities and the necessary funding priorities;
B) make loans to short, medium and long term or participate in them;
C) Issue debentures;
D) To intervene in the issue and placement of all types of debt obligations;
E) To obtain loans, credits and guarantees from governments and financial institutions;
F) To act as financial agent or intermediary in arranging loans and credits to governments, public institutions and enterprises established in Central American countries. To this end it establishes relationships that are desirable for it with other institutions, and may participate in the preparation of the corresponding specific projects;
G) To act as trustee;
H) To grant its guarantee obligations of institutions and public or private companies, up to the amount and term determined by the Board of Governors;
I) Obtain assurance from Member States for contracting loans and credits from other financial institutions;
J) Provide advice to applicants credit; and
k) Carry out all other operations in accordance with this Convention and its Regulations, be necessary for its purpose and operation.
In all its operations the Bank will guarantee free convertibility of currency in the founding states and the beneficiary countries. Effective Notes
Article 8. The Bank will finance only programs or economically sound and technically viable projects.
Operations conducted by the Bank should be based solely on sound banking practices. These operations are carried out in the context of the prudential framework established by the Board under Article 15 of the Charter, following the parameters defining the Board of Governors. Effective Notes
ORGANIZATION AND ADMINISTRATION
Article 9. The Bank shall have a Board of Governors, a Board of Directors, an Executive President, an Executive Vice President and other officers and employees deemed necessary. Effective Notes
ARTICLE 10. The Board of Governors is the highest authority of the Bank. Each country will have a founder member and one alternate, who shall, regardless Governor, the Minister of Economy or the President of the Central Bank, or their substitutes, or those concerned such representation as the domestic law of the respective country. Each country will appoint an extra-regional member and one alternate governor. Alternates attend the meetings of the Assembly, with voice but no vote except in the absence of the owner.
The Assembly shall elect from among holders Governors, a President, who shall hold office until the end of the next ordinary session of the Assembly. Effective Notes
are delegated powers of the Board of Governors:
a) admit new members and determine the conditions of their admission;
B) To increase the authorized capital of the Bank;
C) Determine the fate of annual profits as stated in article 5 of this Agreement, a proposal by the Board;
D) To elect the Executive Chairman, a selected short list based on a contest, re-elect and remove, and set you their remuneration. The Board of Governors shall deliver the relevant provisions to regulate the election and removal of the Executive President;
E) To elect the Comptroller of three candidates, selected on the basis of a competition, and remove; also set you their remuneration. The Board of Governors shall deliver the relevant provisions to regulate the election and removal of the Comptroller;
F) approve the budget of the Board, including the remuneration of holders Directors, alternate Directors and the support structure of the Board, including any costs related to their operation;
G) approve and amend the Rules of the Organization and Administration of the Bank, the Board of Governors, the Election of Directors and the set of regulations that correspond under this Convention;
H) To elect the external auditors of the Bank;
I) approve, after consulting the external auditors, the annual financial statements and authorize its publication;
J) To hear and decide on the proposals of the Board, a Director, Executive Chairman or the Comptroller on decisions that, according to them, contradict provisions of the Agreement or resolutions of the Board of Governors;
K) To hear and decide on appeal on the differences in the interpretation and application of this Convention and Assembly resolutions made by the Board;
L) amend this Agreement;
M) To decide the distribution of its net assets in the event of a liquidation of the Bank;
N) To authorize the payment requirements on the callable capital;
O) approve the strategic plans of the Bank;
P) Dissolve the Bank. Effective Notes
ARTICLE 12. Members who are in arrears in the payment of their capital contributions are not entitled to vote at the Board of Governors. Effective Notes
ARTICLE 13. The meetings of the Board of Governors may be ordinary or extraordinary and shall be convened by the President of the Assembly. The Board of Governors shall normally meet once a year and meet in extraordinary session if it so provides; or at the request of the Board; or when requested by three partners; or requested by Governors representing at least 25% of the subscribed capital.
The Board may require the pronouncement of the Governors without calling a special session of the Assembly, in accordance with the respective regulations. Effective Notes
ARTICLE 14. The quorum for meetings of the Board of Governors will be half plus one of all the Governors that includes at least three Governors of the founding states and representing at least two thirds of the total voting power of the members.
In voting in the Board of Governors decisions shall be taken by majority vote of the capital subscribed by the members present at the meeting, except when used in this Agreement other most available.
In addition, the Board of Governors is empowered to establish other qualified, in specific cases, regulations and provisions issued majorities. Effective Notes
ARTICLE 15. The Board is responsible for the direction of the Bank; has the functions of strategy and issues of supervision and control of the management of the Bank and for this exercise all the powers delegated by the Board of Governors and in particular the following:
a) To guide, review and define the Bank strategy and submit it for approval by the Board of Governors, and evaluate their implementation;
B) To approve the general policies and operational standards of the Bank and evaluate their implementation;
C) approve the borrowing and lending operations of the Bank, delegating the administration said function in accordance with the legal framework and even the amounts for the purpose by the Board of Governors;
D) To approve the basic organization of the Bank, including the number and general responsibilities of managerial positions and equivalent rank, on a proposal from the Administration;
E) approve the budget and the annual operating plan and any necessary changes in the course of each year. In addition, it must approve the rules for exercising supervision and control of budget implementation and the operational plan adequately;
F) Approve the regulations of functions and procedures of the Executive Presidency, Executive Vice President and credit management on a proposal from the Administration; also approve the regulations of the Internal Audit Committee on a proposal respective Directors or the Internal Auditor;
G) To monitor and evaluate the management of the Bank's management and make arrangements to ensure proper running of the institution, as well as monitoring of institutional performance;
H) Subject to the approval of the Board of Governors the following:
1. The annual financial statements.
2. The proposed distribution of profits under the provisions of article 5 of this Agreement.
3. The three candidates for the election of the Executive President.
4. The three candidates for the election of the Comptroller.
5. Proposals for admission of non-regional members.
6. Proposals for acceptance of beneficiary countries.
7. The proposed regulations within the competence of the Board of Governors under this Agreement or at the request of the Assembly.
I) To approve the Internal Regulations of the Board and Committees of Directors conform necessary and fix their duties, may delegate certain powers therein;
J) To elect, based on a contest, or dismiss the Internal Auditor of the Bank and determine their functions;
K) Appoint the Executive Vice President of the Bank based on a contest and set you their remuneration and additional benefits;
L) Under the rules adopted, choose, on a rotating basis from among its members a Chairman, who shall preside and convene meetings thereof;
M) Any other functions determined by the Rules of the Organization and Management of the Bank and established or in the future establish the Board of Governors;
N) For the exercise of their duties, the Directors have unrestricted access to information of the Bank.
The Board of Governors will maintain full authority over all the powers delegated to the Board. Effective Notes
ARTICLE 16. The Board shall consist of a number of up to nine members. Five shall be elected at the proposal of the respective founding States, most of Governors of the States, with one Director for each founding state. The remaining four directors shall be elected by the governors of the regional members. The procedure for election of Directors of the founding states and non-regional directors will be determined by the relevant regulations of election of Directors that effect adopted by the Board of Governors.
For any amendment of the Regulations of Election of Directors of the United Founders three-fourths majority of the total voting power of the members, including the favorable votes of four Governors of the founding states will be required. To amend Regulation Election of Directors Extra-regional most three quarters of the total voting power of the members, including the affirmative vote of two-thirds of the governors of the regional members will be required.
The Directors shall be elected for terms of three years and may be reappointed.
The Directors may be removed by the Governors of the countries that elected them, in accordance with procedures established by the Board of Governors.
The Directors shall be nationals of the Member States, which is not applicable in the case of the Directors representing agencies that article 4, paragraph a) refers to.
The Directors shall be persons of recognized competence and wide experience in economic, financial, banking and development policy issues.
The Directors may not be alternate Governors or representatives of the Governors.
Each holder of the non-regional members representing two or more extra-regional partners, in accordance with the respective regulations, the Director may have an alternate. The Deputy Director shall act in place of the Contractor in accordance with the regulations approved. The directors and their alternates may not be nationals of the same State. Alternates may participate in meetings of the Board and may only be entitled to vote when acting in place of the holder.
The extra-regional partners represented jointly by one Regular Director may, within the relevant period of three years, establish arrangements alternation in the exercise of that office, according to the parameters authorized by the Board of Governors.
The Directors may participate in meetings of the Board of Governors, in accordance with the respective regulations. Effective Notes
ARTICLE 17. The Directors shall continue in office until it is effectively choosing their successors. When the post of Director for a founding state becomes vacant, the Governors of the founding states proceed to elect a replacement for the remainder of the period, a proposal by the respective state.
In the temporary absence justified the Director of any of the founding states, this will be replaced during his absence, by the person who, meeting the requirements of the case, is designated by the Governor of the respective state.
When the office of a Director for a non-regional member becomes vacant, the Governors of the members who elected proceed to elect a new Director. Effective Notes
ARTICLE 18. The Directors work for the Bank full time and reside in the host country of the Bank. The position of Director is incompatible with any other, except teaching, provided they do not interfere with their duties as Director. Effective Notes
ARTICLE 19. The Board is permanent and will operate in the country Bank headquarters, may also meet exceptionally at any founding country.
The quorum for Board meetings shall be a majority of the total voting directors, including at least three directors of the founding members and two directors of the regional members.
The Board decisions will be taken by a majority of the votes represented by the Directors present at the meeting, except in cases determined by the Regulations of the Organization and Management of the Bank in which a qualified majority is required. Directors must act, positively or negatively, on matters put to vote unless such exist conflicts of interest of a personal nature, in which case they must abstain from voting and participating in the discussion of the respective matter. Each Titular Director shall have as many votes as shares with voting rights have the partner or partners to represent. Alternate directors are not entitled to vote but to voice. Effective Notes
ARTICLE 20. In accordance with the provisions set forth in Article 11, paragraph d) of this Agreement, the Board of Governors shall elect an Executive Chairman, a selected short list based on a contest, who will be the senior officer hierarchy in the administrative management of the Bank and have the legal representation of the institution. The Executive President may confer powers to represent the Bank with the powers it deems necessary. The Executive President shall hold office for five years and may be reelected only once. The Board of Governors shall have authority to ignore the competition procedure in case of reelection.
The Executive President shall be a national of one of the founding states, being a person of recognized competence and experience in economic, financial, banking and development policies, and must be of a different nationality as the Executive Vice President and Controller . The position of CEO is incompatible with any other, except teaching, provided they do not interfere with his duties as CEO of the Bank.
The Executive President shall participate in meetings of the Board of Governors with voice but no vote, in accordance with the relevant regulations. The Executive Chairman
lead delegate the ordinary management of the Bank, including credit, financial, administrative and operational management. The Executive President will attend Board meetings with voice but no vote, and must comply with and enforce the Agreement, the Bank's regulations and decisions of the Board of Governors and the Board.
It may also raise the Board or the Board of Governors management issues it deems necessary; propose to the Board the structure of the administration, according to the approved budget; appoint and remove personnel under a single system of personnel management; approve internal operational manuals related to the management of the administration and approve the asset and liability framed within the policies established by the Board and the Board of Governors operations.
The Executive President can only be removed by the Board of Governors, based on the provisions issued by the Assembly to regulate the election and removal of the Executive President, as stated in Article 11, paragraph d) of this Convention .
If the position of Executive Chairman is vacant, the Board of Governors shall elect, within a period not exceeding 120 days, a new CEO, selected from a competition based on a short list for a new period . Effective Notes
ARTICLE 21. There will be an Executive Vice President who shall be elected by the Board from among three candidates proposed by the Executive Chairman based on a contest, who must meet the same requirements and limitations established for the Executive President, except concerning nationality, and replace him with temporary absences same powers and duties. The Executive Vice President shall be of a different nationality to the Executive President and Controller.
The Executive Vice President shall hold office for five years and may be reelected only once.
The Board shall have the power to circumvent the tender procedure in the case of re-election.
It is up to the Board on a proposal from the Executive Chairman, determine the authority and perform the functions EVP when not acting in replacement of the CEO.
The Executive Vice President shall be entitled to participate in Board meetings with voice but no vote.
The EVP only be removed by the Board of Governors of the Bank, based initiative by the Board or the Executive Chairman, based on the causes that are indicated in the respective regulations.
If the position of Executive Vice President becomes vacant, the Board shall elect, within a period not exceeding 120 days, a new executive vice president for a new period, selected from a competition based on a short list proposed by the Executive Chairman. Effective Notes
ARTICLE 22. The Executive Chairman, officials and employees of the Bank, in the performance of their duties entirely to the Bank and shall recognize no other authority. Member States shall respect the international character of this duty.
Directors, the Executive President, the Executive Vice President and Bank staff who hold managerial or equivalent positions are understood linked to the Bank by a relationship of trust and must perform their duties with good faith and diligence of a loyal administrator and efficient. Directors and officers referred to respond, to the Bank and third parties, for any damage caused by his fault or negligence. In case of concurrence of fault or negligence, liability shall be joint, the regulations about the Board of Governors approves specify the elements of responsibility, both individual and solidarity. Effective Notes
ARTICLE 23. The primary consideration that the Bank will take into account in appointing the staff and determine their conditions of service shall be the necessity of securing the highest standards of efficiency, competence and integrity. As a secondary criterion, without sacrificing the above criteria, it will seek to hire the staff so that there is a balanced representation among the founding countries. Effective Notes
ARTICLE 24. Directors, officers and employees of the Bank with the exception of the governors in their respective countries may not have active participation in political affairs. CHAPTER V.
INTERPRETATION AND ARBITRATION
ARTICLE 25. Any divergence concerning the interpretation or application of the provisions of this Convention arising between any member and the Bank or between Member States, shall be submitted to the Board's decision.
Member States particularly affected by the question under consideration shall be entitled to direct representation before the Board.
Any Member State may require that the question, determined by the Board in accordance with the preceding paragraph, be submitted to the Board of Governors, whose decision shall be final. While the decision of the Assembly is pending, the Bank may act as it deems necessary, on the basis of the Board's decision. Effective Notes
ARTICLE 26. If a disagreement should arise between the Bank and a State which has ceased to be a member or between the Bank and a member after it has been agreed termination of operations of the institution, such disagreement shall submit to arbitration by a three-person tribal. One of the arbitrators shall be appointed by the Bank and another by the State concerned.
Between the two arbitrators shall appoint an umpire. Failure to agree on the appointment, the third arbitrator shall be appointed by the Secretary General of the Organization of American States.
The third arbitrator may decide all questions of procedure in cases where the parties disagree on the matter. Effective Notes
IMMUNITIES AND PRIVILEGES
ARTICLE 27. The Bank, in the exercise of their functions and according to their purposes, have in the territory of Member States, immunities, exemptions and privileges set forth in this chapter or otherwise will confer a .
ARTICLE 28. Only
may take legal action against the Bank in a court of competent jurisdiction in the territory of a member in which the Bank has an office, or where it had appointed an agent empowered to accept the summons or notification of a lawsuit, or where it had issued or guaranteed securities.
ARTICLE 29. The property and assets of the Bank, wherever located and by whoever held, shall enjoy immunity from confiscation, seizure, attachment, garnishment, auction, adjudication or any other form of taking or forced sales, while there be no final judgment against the Bank.
The property and assets of the Bank shall be considered public international property and shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action.
The property and assets of the Bank shall be exempt from restrictions, regulations and control measures or moratoria, unless this Convention provides otherwise.
ARTICLE 30. The archives of the Bank shall be inviolable and shall enjoy absolute immunity.
Article 31. Member States, the Bank shall enjoy in its communications franchises granted to official communications.
ARTICLE 32. Bank staff, whatever their category, shall enjoy the following privileges and immunities:
a) Immunity from judicial, administrative and legislative relating to acts performed by them in their capacity processes official, unless the Bank waives this immunity;
B) When they are not nationals of the member country shall enjoy the same immunities and privileges in respect of immigration restrictions, alien registration requirements and national service obligations, and other facilities as regards exchange provisions and the travel country attaches staff comparable to other Members range.
a) The Bank, its income, assets, and other assets, as well as operations and transactions carried out in accordance with this Agreement shall be exempt from all taxation and customs duties or others of a similar nature.
The Bank shall be exempt itself from any liability related to the payment, withholding or collection of any tax or duty;
B) No charges or taxes of any kind on any obligations or securities issued or guaranteed by the Bank, including any dividend or interest thereon imposed, whatever its holder;
C) Salaries and emoluments paid by the Bank to its staff, whatever their category shall be exempt from tax.
REQUIREMENTS FOR GUARANTEES OR LOANS
Article 34 may obtain guarantees or loans from the Bank, individuals or entities, public or private, established in the founding states or any other beneficiary state.
Without prejudice to the provisions of Article the 7th, the Bank, in accordance with the rules adopted by the Board of Governors may grant loans and guarantees to regional financial institutions operating in Central America to attend programs and development projects and integration in founding states. Likewise, the Bank, in accordance with rules previously approved by the Board of Governors may grant loans and guarantees to Central American financial institutions, regional financial institutions operating in Central America and financial institutions of beneficiary states, under the eligibility criteria of the Bank, as well as financial institutions qualified first order established outside the founders and beneficiary states, in order to allocate resources to fund programs and projects that are indicated below:
A) investments or joint ventures of Central Americans, whose main assets are in Central America, to be held outside the founding states in supporting exports of the founding countries; and
b) Support for exports of the founding states to third countries.
When considering the financing of these items, the degree of complementarity of programs and projects with the economies of Central American countries will be discussed, their priority in relation to the purpose of the Bank as set out in article 2 of this Convention and that are eligible for the Bank under its policies.
The Bank, based on the regulations previously approved by the Board of Governors, may act as trustee of resources from external sources whose beneficiaries are third countries, provided there Central American interest and a financial benefit for the Bank. Effective Notes
ACCESSION OF NEW MEMBERS AND MODIFICATIONS.
a) States and international organizations that article 4, paragraph A, non-signatories to this Convention, may accede to it refers to, provided they are admitted in accordance with the provisions of this Agreement; Effective Notes
B) This Agreement may be amended by agreement of the Board of Governors, by a majority of three-quarters of the total voting power of the members, including four Governors of the founding states;
C) Notwithstanding the provisions of the preceding paragraph b), three quarters of votes of all the partners, including the affirmative vote of the five founding countries, for any modification that changes the following will be required: | || 1. Chapter I, Nature, Purpose and Headquarters.
2. The majorities laid down in Articles on the 4th, paragraph A, 6th and 7th paragraphs and paragraph B, paragraph f); 16; 35, b) and c); 36; 37 and 44.
3. Chapter IV Organization and Administration.
4. The principle of 51% of capital for the founding members set out in Articles on the 4th, paragraph B, paragraph h) and 37, paragraph 3o.
The unanimous agreement of the partners will be required to amend the following provisions:
1. Payment requirements on the callable capital which marks the point 2, letter i), paragraph B, of Article 4.
2. The limitation of liability prescribed in article 5, last paragraph.
3. The right to withdraw from the Bank provided for in Articles 37 and 39. Effective Notes
D) Any proposal to amend this Agreement, whether emanating from a member or the Board, shall be communicated to the Chairman of the Board of Governors, who shall bring the proposal before the Assembly. When an amendment has been approved, 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, except communication that the Board of Governors shall specify a different period. Effective Notes
CHAPTER IX. DISSOLUTION AND LIQUIDATION
ARTICLE 36. The Bank shall be dissolved:
a) By unanimous decision of Member States; or
b) When only one of the founding countries remain attached to this Agreement.
In case of dissolution, the Board of Governors shall determine the conditions under which the bank will end its operations, liquidate its obligations and distribute among Member States the capital and surplus reserves after canceling those obligations. Effective Notes
ARTICLE 37. This Agreement will last indefinitely and can not be reported before fifteen years as from 1 January 1990. The denunciation shall take effect five years after its introduction, the Convention shall continue in effect they remain, at least, two founding countries adhering to it.
It will be up to the Board of Governors to establish the rules that will apply in the event that member countries, in regard to the actions of the country to withdraw withdraw.
If concerned the withdrawal of a founding country, the rules should be adopted by the Board of Governors with the concurring vote of all the founding members continue at the Bank, and shall in any case remain the principle of 51% of capital for the founding countries and the same number of Directors for these points Article 16 of this Agreement.
ARTICLE 38. This Agreement shall enter into force upon the deposit of the third instrument of ratification with the General Secretariat of the Organization of American States. For the Central States acceding to it subsequently, will enter into force from the date of deposit of the respective instrument in the Secretariat.
ARTICLE 39. If a signatory State ceases to be a member of the Bank, will not cease its responsibility for having direct obligations to the bank, nor the same obligations under loans, credits or guarantees obtained with prior to the date when the State ceased to be a member. However, no liability with respect to loans, credits or guarantees made subsequent to his retirement as a member.
The rights and obligations of the State ceases to be a Member shall be determined in accordance with the Special Liquidation Balance that purpose develop the date on which effective separation.
ARTICLE 40. The Bank may lend its facilities for the organization and operation of a clearing house on behalf of the Central Banks of the Central American countries, when they so request. Effective Notes