1995 ACT 213
Official Journal No. 42.064 of 26 October 1995
PUBLIC POWER-LEGISLATIVE BRANCH
By means of which the "Constitutional Convention of the Central American Bank for Economic Integration" is approved, signed in Managua on 13 December 1960 and the "Protocol of Reforms to the Constitutional Convention of the Bank". Central American Economic Integration, signed in Managua on 2 September 1989.
THE CONGRESS OF COLOMBIA,
Having regard to the text of the "Constitutional Convention of the Central American Bank for Economic Integration" BCIE, signed in Managua on 13 December 1960 and the " Protocol of Reforms to the Constitutional Convention of the Central American Integration Bank Economic ", signed in Managua on 2 September 1989.
The undersigned Secretary General of the Central American Integration System, Certifica: that the text above the "Constitutional Convention of the Central American Bank for Economic Integration", BCIE, signed in the city of Managua, capital of the Republic of Nicaragua, on the thirteenth of December of a thousand nine hundred and sixty, is a faithful and accurate photocopy of said Convention, whose original is deposited in the Archive of this General Secretariat of the System of Central American Integration, SG-SICA, and to be referred to the Central American Bank for Economic Integration, BCIE, to its application, signature and seal of this Certification, in the city of San Salvador, Republic of El Salvador, on the twentieth day of the month of June of a thousand nine hundred and ninety-four.
The Secretary General,
Central American Integration System,
H. ROBERTO HERRERA CÁCERES.
CENTRAL AMERICAN BANK CONVENTION
The Governments of the Republic of Guatemala, El Salvador, Honduras and Nicaragua create by this Convention the Central American Bank for Economic Integration, in accordance with the following clauses:
NATURE, OBJECT, AND HEADQUARTERS
ARTICLE 1o. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Central American Bank for Economic Integration is a multilateral financial institution for the development of public international law, with legal personality, which will be governed by the provisions contained in the present Constitutive Convention and its Regulations
ARTICLE 2o. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Bank will aim to promote the integration and balanced economic and social development of the founding countries. In compliance with this object, you will have the following functions:
a) Support the founding countries in the implementation of their development plans and policies, with the aim of making the most of the use of their resources, complementing their economies and in order to increase the commercial exchange between them and with third countries;
b) Identify and promote investment opportunities in the founding countries through relevant studies and analyses;
c) Support regional integration projects and programs and the globalization process of the founding countries;
d) Support industry development processes;
e) Supporting the social development programs and policies of the founding countries;
f) Support studies and projects of great regional significance;
g) Support the development of the public, private or mixed public property and public services infrastructure;
(h) Support economic sectors of national or regional strategic importance that contribute to increasing the production of goods, trade and services;
i) Financing companies that need to expand or rehabilitate their operations, modernize their processes, or change the structure of their production to improve their efficiency and competitive capacity;
j) Support the conservation and protection of natural resources and the environment and their rational and sustainable exploitation;
k) Promote the collection and mobilization of internal and external financial resources for financing the development of the Central American region;
l) Promotion of public and private capital investment;
m) To stimulate and strengthen the development of the capital market in the region;
n) Supporting the founding countries in the cases of emergency and reconstruction caused by natural disasters;
o) Support the region's technological development and human resources;
p) Those other functions of the multilateral development financial activity that contribute to the fulfillment of their object.
The Bank, having regard to its object referred to in this Article, may accept as beneficiaries other countries, in accordance with the provisions of Article 4 of this Convention, provided that the programmes, projects or schemes it supports or finance in these countries contribute to the integration and balanced economic and social development of the founding countries.
ARTICLE 3o. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Bank will have its headquarters and main offices in the city of Tegucigalpa, Republic of Honduras, and will be able to establish branches, agencies, correspondent offices and offices or representations that are necessary for the Bank. compliance with their functions approved by the Board of Governors.
MEMBERS, CAPITAL, RESERVES AND RESOURCES.
1 of Resolution AG-1/1998, approved by Law 884 of 2004 >
ARTICLE 4. 1 of the Reform Protocol approved in this same law. The new text is as follows: >
A. Members 1 of Resolution AG-10/2007 approved by Law 1585 of 2012. The new text is as follows: > The founding countries of the Bank of Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica, hereinafter referred to as "founding countries". Each time the text of this Convention reads, "founding member states", "founding members" or "founding members" should be understood as referring to the term "founding countries".
In addition, other countries that are part of the Central American Integration System (SICA) may be accepted as non-founding regional partners, in accordance with the regulations established by the Assembly of Governors. Each time the text of this Convention reads "non-founding regional state", "non-founding regional countries", "non-founding regional members" or "non-founding regional states" should be understood as referring to the term "regional partners". non-founders ".
They may be accepted as extra-regional partners of the Bank other countries, as well as public bodies with an international level of action that have legal personality, in accordance with the regulations established by the Assembly of Governors. Each time the text of this Convention reads "extra-regional status", "extra-regional countries", "extra-regional members" or "extra-regional states" should be understood as referring to the term "extraregional partners".
Non-founding regional partners and extraregional partners will be subject to the same legal regime.
Each time the text of this Convention reads "member states", "member countries", "member country", "member", "state", "partner states", "partner", "partners" or "member state" shall mean the reference to the partners identified in the paragraphs precedent.
The regulations for the admission of non-founding regional partners and extraregional partners may be amended only by agreement of the Board of Governors, by a majority of three-quarters of the total votes of the partners, to include the favourable vote of three Governors of the founding countries.
The Bank, taking into account the provisions of Article 2o of this Convention, may accept as beneficiaries other countries, hereinafter referred to as "beneficiaries" or "beneficiary countries", in accordance with the regulations adopted by the Governors by a majority of three-fourths of the total votes of the members, including the favourable vote of four Governors of the founding countries.
For the purposes of the income of beneficiary countries, the Board of Governors, in the regulation it approves, will include the provisions concerning the beneficiary countries, including, among other aspects, the admission requirements, the amount of the contribution, form of payment, operations, programs and financing projects, requirements for obtaining loans and guarantees, interpretation and arbitration, as well as the immunities, exemptions and privileges that the beneficiary country will grant to the Bank including the recognition of their status as a preferred creditor. Once a beneficiary country has been accepted, the corresponding association agreement will be signed between the beneficiary country and the Bank.
Extra-regional partners and non-founding regional partners may also be accepted as beneficiary countries in accordance with the regulations approved by the Board of Governors for this purpose;
B. Capital, Reserves, and Resources
1 of the AG-7/2009 Resolution approved by Law 1585 of 2012. The new text is as follows: >
(a) The participation of the partners in the capital of the Bank shall be represented by shares issued in favour of the respective partners and regulated as follows: The voting capital shall consist of a series of "A" shares for the Bank's founding countries and a series of 'B' actions for the non-founding regional partners and for the extra-regional partners. Each action subscribed to "A" or ' B " will confer a vote;
b) The authorized capital of the Bank will be five billion dollars from the United States of America (US$5,000,000,000.00). Of the authorized capital, the founding countries will subscribe, in equal parts, two thousand five hundred and fifty million dollars (US$2,550,000,000.00) through series "A" and will be available to the extra-regional and the partner countries Regional non-founders two thousand four hundred and fifty million dollars (US$2.50,000,000.00) through series "B" actions. The share issue will be performed according to the following parameters:
1. Series "A", integrated up to two hundred and fifty-five thousand shares with a nominal value of US$ 10,000.00 each. The shares that have been subscribed by the founding countries will be replaced by shares in the "A" series, due to the corresponding amounts.
2. Series "B", integrated up to two hundred and forty-five thousand shares with a nominal value of US$ 10,000.00 each. The series 'B' shares will replace, for the corresponding amounts, the shares subscribed by the non-founding regional partners and the extra-regional member countries.
3. The series 'A' and series 'B' shall at all times represent the entire authorised capital of the Bank;
c) The "E" series certificates will also exist, issued in favor of shareholders "A" and "B", with a face value of US$ 10,000.00 each, to recognize the retained earnings attributable to their capital contributions to the Bank over time. These certificates shall not give voting rights and shall be non-transferable. In addition, the 'E' series certificates may be used by the 'A' and 'B' share holders to completely or partially cancel the subscription of new shares of non-subscribed authorised capital made available by the Bank. The "E" series certificates to be used to subscribe to new capital shares will be part of the Bank's General Reserve. The "E" series certificates do not generate exchangeable capital. It is for the Board of Governors to authorise the subscription of new capital shares from the use of the 'E' series certificates;
(d) With the exception of the mechanism provided for in this Convention for the issuance of "E" series certificates, the Bank's shares shall not bear interest or dividends and may not be given as collateral, or taxed, or in any form whatsoever and, only, shall be transferable to the Bank, except as provided for in the second subparagraph of subparagraph (h) of Article B of this Article. The shares in series A and B are nominative and shall be distinguished by the name of the respective country or international body that is the holder. The shares shall be represented in numbered titles and shall be released from a book. The corresponding heels shall contain the main stipulations of the respective title. The securities shall in any event bear the name of the Bank and its seat, the amount of capital, the nominal price of the share, the name of the partner, the stamp of the BCIE and the number and series to which they belong. The securities may represent any number of shares and must be signed by the President of the Bank. Each action cannot belong more than one partner;
(e) The authorised capital shall be divided into shares of capital payable in cash and capital shares payable. The equivalent of a thousand two hundred and fifty million dollars (US$1,250,000,000.00) will correspond to capital payable in cash and the equivalent to three thousand seven hundred and fifty million dollars (US$3.750,000,000.00) will correspond to capital demanded.
(f) The authorised capital may be increased by the opportunity and in the manner in which the Board of Governors considers it appropriate and shall agree by a majority of three quarters of all the votes of the members, including the votes favourable of four Governors of the founding countries;
g) The maximum number of "B" series actions that each extra-regional member may subscribe or each non-founder regional partner will be determined by the Board of Governors;
h) In the event of an increase in capital, all members shall be entitled, subject to the terms established by the Board of Governors, to a share of increase in their shares, equivalent to the proportion that they hold with the total capital of the Bank.
In any capital increase, it will always remain for the founding countries, holders of the "A" series shares, a percentage equivalent to fifty-one percent (51%) of the increase. In the event that any of the founding countries do not subscribe to the part to which they have an option, another founding country may do so. Without prejudice to this, the state or states that did not subscribe to that portion will have the option of buying it from the country or countries that signed it. In any event, no capital increase will take effect, which will have the effect of reducing the participation of the founding member countries to less than fifty-one percent (51%).
In case of new capital increases, the founding states that maintain a lower amount of capital will have a preference in the subscription, in order to maintain the same proportion of capital among them.
No non-founding regional partner or extra-regional partner is required to subscribe to capital increases. If any of them do not subscribe to the part to which they have an option, another or other non-founding regional partners or extra-regional partners may do so.
i) The payment for the actions of series "A" and "B" will be done as follows:
1. The cash payable part shall be paid in dollars of the United States of America up to four annual, equal and consecutive instalments. In accordance with the mechanism defined by the Board of Governors, the cash payable part of the shares in series A and B may be cancelled by the use of E-series certificates.
2. The amount of capital required shall be subject to a payment order where it is necessary to meet obligations which the Bank has acquired in the capital markets or which correspond to loans obtained to form part of the capital's resources. Bank or resulting from guarantees that commit such resources.
Payment requirements on the chargeable capital will be proportionally uniform for all shares;
j) For the purposes of the income of beneficiary countries, the Board of Governors shall approve special contributions which shall be part of the Bank's general assets. These contributions will be divided into contributions payable in cash and payable contributions, subject to the requirement of payment in accordance with the provisions of the respective regulations. For their contribution, each beneficiary country will receive contributions certificates. Special contributions shall not be entitled to vote but the beneficiary countries may participate in the Board and the Board of Governors meetings, with the right to speak.
ARTICLE 5o. 1 of the AG-7/2009 Resolution approved by Law 1585 of 2012. The new text is as follows: > The General Reserve of the Bank will be composed of a Capital Reserve and the "E" series certificates to be used by the member countries of the Bank for the payment of new subscriptions of shares.
The net profits that the Bank will obtain in the exercise of its operations will be allocated to the Capital Reserve.
The responsibility of the Bank's partners, as such, will be limited to the amount of their capital subscription.
ARTICLE 6o. 1 of the AG-7/2009 Resolution approved by Law 1585 of 2012. The new text is as follows: > In addition to its own capital and reserves, it will form part of the Bank's resources the proceeds of borrowings and credits earned in the capital markets and other resources received for any legal title.
The Bank will not accept from the sources of resources political conditions or that contravene the object of the Bank.
Without prejudice to the foregoing paragraphs, they shall exist within the Bank, but as an independent and separate patrimony of the Bank's general assets, the following funds:
(a) The Social Benefits Fund, created for the sole purpose of granting to the Bank's staff the benefits provided for in the Organic Statute and the supplementary regulations which the Bank has issued or issued for this purpose. The assets of the Fund are maintained and managed separately from other assets of the Bank, in the form of a retirement fund, to be used only for the payment of the benefits and expenses arising from the different benefit plans it grants. This Fund;
b) The Special Fund for the Social Transformation of Central America, whose heritage will be used only to create a special window to finance, in concessional terms, programs and projects that are framed within the efforts for the social transformation of the Central American region, destined for the founding countries to develop programs declared eligible by the Bank for this purpose;
c) The Fund for Technical Cooperation, created as a mechanism to integrate the programming, achievement and management of technical cooperation resources of the BCIE, to strengthen the capacity of preparation and execution of projects.
ARTICLE 7o. 1 of the Reform Protocol approved in this same law. The new text is as follows: > Capital, reserves of capital and other resources of the Bank or managed by the Bank, shall be used exclusively for the fulfilment of the objective set out in Article 2 of this Convention. To this end, the Bank may:
a) To study and promote investment opportunities in the Central American countries, establishing the proper programming of their activities and the necessary funding priorities;
b) Grant short, medium and long term loans or participate in them;
c) Issue obligations;
d) To intervene in the issuance and placement of all types of credit titles;
e) Getting loans, loans and guarantees from governments and financial institutions;
(f) Act as a financial agent or as an intermediary in the coordination of loans and loans for governments, public institutions, and companies established in the Central American countries. To this end, it shall establish the relations which are advisable for this purpose with other institutions, and may participate in the preparation of the relevant specific projects;
g) Act as a fiduciary;
(h) Grant their security to the obligations of public or private institutions and companies, up to the amount and time limit to be determined by the Board of Governors;
i) Obtain the guarantee of Member States for the procurement of loans and loans from other financial institutions;
j) Provide advice to credit applicants; and
k) Carry out all other operations which, in accordance with this Convention and its Regulations, are necessary for its purpose and operation.
1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: > In all its operations the Bank will have the guarantee of free currency convertibility in the founding states and in the beneficiary countries.
ARTICLE 8o. 1 of Resolution AG-14/2005 approved by Law 1585 of 2012. The new text is as follows: > The Bank shall exclusively finance economically sound and technically viable programmes or projects.
The Bank's operations should be based exclusively on sound banking practices. These operations shall be carried out in the context of the prudential framework established by the Board under Article 15 of the Constitutive Convention, following the parameters defined by the Board of Governors.
ORGANIZATION AND ADMINISTRATION
ARTICLE 9o. 1 of the Reform Protocol approved in this same law. The new text is as follows: > The Bank will have a Board of Governors, a Board, an Executive Chairman, an Executive Vice President, and other officials and employees deemed necessary.
ARTICLE 10. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Board of Governors is the highest authority of the Bank. Each founding country shall have a Governor and a Substitute, who shall be, without distinction, the Minister of Economy or the President of the Central Bank, or those who do their own times, or to whom such representation corresponds according to the domestic law of the respective country. Each extra-regional country shall appoint a Governing Governor and a Substitute. The alternates shall participate in the meetings of the Assembly, with a voice but without a vote, except in the absence of the holder.
The Assembly shall elect, among the incumbent Governors, a President, who shall maintain his position until the end of the next ordinary meeting of the Assembly.
ARTICLE 11. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > They are inselectable attributions of the Assembly of Governors:
a) Admit new members and determine the conditions of their admission;
b) Increase the Bank's authorized capital;
c) Determine the destination of annual earnings as indicated in Article 5 of this Convention, on a proposal from the Board;
d) To elect the Executive President, a selected third party based on a contest, to reelect and remove him, as well as to set his remuneration. The Board of Governors shall issue relevant provisions to regulate the election and removal of the Executive Chairman;
e) Choose the Comptroller of a selected third party based on a contest, and remove it; also, set your remuneration. The Board of Governors shall issue relevant provisions to regulate the election and removal of the Comptroller;
f) Approve the Board's budget, which includes the remuneration of the Chief Directors, the Alternate Directors and the support structure of the Board, including any costs related to its operation;
g) Approve and amend the Regulations of the Bank's Organization and Administration, the Board of Governors, the Directors ' Choice and the set of regulations corresponding to it under this Convention;
h) Choose from the Bank's external auditors;
i) Approve, after obtaining the opinion of the external auditors, the annual financial statements and authorize their publication;
(j) To know and decide on the proposals of the Board, a Director, the Executive President or the Comptroller on decisions which, in their opinion, contradict provisions of the Constitutive Convention or resolutions of the Assembly of Governors;
k) Know and decide, on appeal, on the differences in the interpretation and application of this Convention and the resolutions of the Assembly made by the Board;
l) Modify this Convention;
m) Deciding the distribution of your net assets at the event of a Bank settlement;
n) Authorize payment requirements on the capital required;
o) Approve the Bank's strategic plans;
p) Dissolve the Bank.
ARTICLE 12. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > Partners who are in arrears in the payment of their capital contributions will not have the right to vote in the Board of Governors.
ARTICLE 13. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > 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 meet ordinarily once a year and shall meet with extraordinary character when it so provides; or at the request of the Board; or upon request by three partners; or represent at least 25% of the subscribed capital.
The Board may require the delivery of the Governors without convening an extraordinary meeting of the Assembly, in accordance with the respective regulations.
ARTICLE 14. 1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: > The quorum for the meetings of the Board of Governors shall be half plus one of all Governors, including at least three Governors of the Founding States and representing at least one of the following: two-thirds of the total votes of the partners.
In the votes of the Board of Governors the decisions shall be taken by the majority of votes of the capital subscribed by the members present at the meeting, except in the case where another type of majority is available in this Convention.
Likewise, the Board of Governors is empowered to establish other qualified majorities, in specific cases, in the regulations and provisions it issues.
ARTICLE 15. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Board is the body responsible for the Bank's management; it has the functions of the Bank's management and control strategy and affairs and will exercise all the powers delegated to it by the Bank. the Board of Governors and in particular the following:
a) Guide, review and define the Bank's strategy and submit it to the approval of the Board of Governors, as well as evaluate its implementation;
b) Approve the Bank's overall operational policies and standards and evaluate its execution;
c) Approve the Bank's active and passive operations, delegating to the Administration such a function in accordance with the legal framework and up to the amounts that the Board of Governors may establish for that purpose;
d) Approve the Bank's basic organization, including the number and general responsibilities of management and equivalent positions, on a proposal from the Administration;
e) Approve the budget and the annual operational plan, as well as the modifications that are necessary in the course of each financial year. It is also appropriate to approve the rules for exercising the supervision and control of the implementation of the budget and the operational plan in an appropriate manner;
f) Approve the regulations of the functions and procedures of the Executive Presidency, the Executive Vice Presidency and the management of credit, on a proposal from the Administration; likewise, approve the rules of the Internal Audit, at the proposal of the Respective Directors Committee or Internal Auditor;
g) To exercise control and evaluation of the management of the Bank's management and to adopt the provisions to ensure the proper conduct of the Institution, as well as the supervision of institutional performance;
h) Submit to the approval of the Board of Governors the following:
1. The annual financial statements.
2. The proposal for the distribution of profits within the meaning of Article 5 of this Convention.
3. The term for the election of the Executive President.
4. The terna for the Comptroller's election.
5. Proposals for the admission of extra-regional partners.
6. Proposals for the acceptance of beneficiary countries.
7. Proposals for regulations falling within the competence of the Board of Governors under this Convention or at the request of the Assembly.
i) Approve the Rules of Procedure of the Board and form the committees of Directors that are necessary and fix their functions, and may delegate to the same certain powers;
j) Choose, based on a contest, or remove the Bank's Internal Auditor and determine its functions;
k) Name the Executive Vice President of the Bank on the basis of a contest and set its remuneration and additional benefits;
(l) In accordance with the regulation to be approved, elect, on a rotating basis, a Chairman of the Board, who will chair and convene meetings of the Board;
m) Other than determined by the Regulation of the Organization and Administration of the Bank and those it has established or which the Board of Governors may establish in the future;
n) For the exercise of their functions, the Directors shall have unrestricted access to the Bank's information.
The Board of Governors will maintain full authority over all the powers delegated to the Board.
ARTICLE 16. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Directory will be composed of up to nine members. Five shall be chosen on a proposal from the respective founding States, by the majority of Governors of those States, a Director corresponding to each founding State. The remaining four Directors will be chosen by the Governors of the extraregional partners. The procedure for the election of the Directors of the Founding States and of the Extractive Directors shall be determined by the corresponding regulations of election of Directors which the Assembly of Governors shall adopt.
For any modification of the Rules of Choice of the Directors of the Founding States, a majority of three quarters of the total votes of the members will be required, including the favorable votes of four Governors of the States. founders. In order to amend the Rules of Choice of the Extractive Directors, a majority of three-quarters of all members ' votes will be required, including a favourable vote of two-thirds of the Governors of the extra-regional partners.
The Directors will be elected for three-year terms, and may be re-elected.
The Directors may be removed by the Governors of the countries that elected them, in accordance with the regulations established by the Assembly of Governors.
The Directors must be nationals of the Member States, which is not applicable in the case of the Directors representing the bodies referred to in Article 4 (a).
The Directors must be persons of recognized capacity and extensive experience in economic, financial, banking and development policies.
Directors may not be alternate Governors or Governors representatives.
Each Managing Director of the extraregional partners representing two or more extra-regional partners, in accordance with the respective regulations, may have an alternate. The Deputy Director shall act in place of the Holder in accordance with the rules of procedure. The Directors and their alternates shall not be nationals of the same State. Alternates may participate in the Board's meetings and may be entitled to vote only when they act in replacement of the holder.
Extra-regional partners represented jointly by a single Director may, within the corresponding three-year period, lay down arrangements for alternability in the exercise of that charge, in accordance with the parameters that authorize the Board of Governors.
Directors may participate in the meetings of the Board of Governors, in accordance with the respective regulations.
ARTICLE 17. 1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: > The Directors will continue in their positions until the election of their successors is effective. When the position of Director by a founding state becomes vacant, the Governors of the founding states shall choose a replacement for the remainder of the period, on a proposal from the respective state.
In case of justified temporary absence of the Director of any of the founding states, the Director shall be replaced, during his/her absence, by the person who, by meeting the requirements of the case, is appointed by the Governor of the respective State.
When the position of a Director by an extra-regional partner becomes vacant, the Governors of the partners who elected him will proceed to elect a new Director.
ARTICLE 18. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Directors will work for the Bank full time and will reside in the Bank's home country. The position of Director is incompatible with any other, except teachers, provided that they do not interfere with their duties as Director.
ARTICLE 19. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > The Directory will be of permanent character and will operate in the country's headquarters, and can also be met exceptionally in any founding country.
The quorum for the Board meetings will be the majority of the total of the Directors with the right to vote, which includes at least three Directors of the founding members and two Directors of the extra-regional partners.
The Board's decisions will be taken by a majority of the votes represented by the Directors present at the meeting, except for cases determined by the Bank's Rules of Procedure and Management in which a majority will be required. qualified. The Directors shall decide, in a positive or negative manner, on the matters put to the vote, except where there are conflicts of interest of a personal nature, in which case they shall abstain from voting and participate in the discussion of the matter. respective. Each Chief Director shall have as many votes as voting shares with the partner or partners he represents. The alternate directors shall not have the right to vote but to speak.
ARTICLE 20. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > In accordance with the provisions set out in Article 11 (d) of this Convention, the Board of Governors shall elect an Executive Chairman, of a selected third party on the basis of a contest, who will be the most senior official in the administrative leadership of the Bank and will have the legal representation of the institution. The Executive Chairman may confer powers to represent the Bank with the powers it deems necessary. The Executive President will last for five years, being able to be reelected for one time. The Board of Governors shall have the power to disregard the procedure of the contest in the case of re-election.
The Executive President must be a national of one of the founding States, be a person of recognized capacity and extensive experience in economic, financial, banking and development policies, and must be of different nationality. that the Executive Vice President and the Comptroller. The position of Executive President is incompatible with any other, except for the teachers, provided that they do not interfere with their obligations as Executive President of the Bank.
The Executive President will participate in the meetings of the Assembly of Governors with a voice, but without a vote, according to the corresponding regulations.
It is for the Executive Chairman to direct the Bank's delegated management, including its credit, financial, administrative and operational management. The Executive Chairman shall attend the Board's meetings with a voice, but without a vote, and shall comply with and enforce the Constitutive Convention, the Bank's regulations and the decisions of the Board of Governors and the Board of Directors.
You may also raise the Board of Governors or the Board of Governors the matters of your management that you deem necessary; propose to the Board the structure of the administration, in accordance with the approved budget; appoint and remove the staff under a single staff management regime; approve the internal operational manuals related to the management of the Administration and approve the active and passive operations framed within the policies established by the Directory and the Board of Governors.
The Executive Chairman may 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, literal d), of this Convention.
If the position of Executive Chairman is vacant, the Board of Governors shall elect, within a period of no more than 120 days, a new Executive Chairman, from among a selected third party based on a contest, for a new term.
ARTICLE 21. 1 of Resolution AG-13/2006 approved by Law 1585 of 2012. The new text is as follows: > There will be an Executive Vice President who will be elected by the Board, from among a third party proposed by the Executive President based on a contest, who will have to meet the same requirements and limitations. established for the Executive President, except as regards nationality, and replace it in temporary absences with their own powers and privileges. The Executive Vice President shall be of different nationality to that of the Executive President and the Comptroller.
The Executive Vice President will last five years, being able to be reelected for one time.
The Board will have the power to bypass the contest procedure in the case of re-election.
It is up to the Board, on a proposal from the Executive Chairman, to determine the authority and functions that the Executive Vice President will perform when he does not act in replacement of the Executive President.
The Executive Vice President will be able to participate in the Board's meetings with a voice, but without a vote.
The Executive Vice President may only be removed by the Board of Governors of the Bank, on the basis of a substantiated initiative of the Board or the Executive President, on the basis of the causes mentioned in the respective regulations.
If the position of the Executive Vice-President is vacant, the Board shall elect, within a period of no more than 120 days, a new Executive Vice President for a new term, from among a selected third party based on a contest, proposed by the Executive Chairman.
ARTICLE 22. 1 of the Reform Protocol approved in this same law. The new text is as follows: > The President, the officials and the employees of the Bank, in the performance of their duties, will depend exclusively on the Bank and will not recognize any other authority. Member States shall respect the international character of that obligation.
The Directors, the Executive Chairman, the Executive Vice President and the Bank officials who hold managerial or equivalent positions, are understood to be linked to the Bank by a relationship of trust and must carry out their duties with the Bank. good faith and diligence of a loyal and efficient administrator. The Directors and officials concerned shall respond, to the Bank and to third parties, of any damage caused by their fault or negligence. In the event of a concurrence of guilt or negligence, the responsibility will be in solidarity, the regulation that in this regard will approve the Assembly of Governors will specify the elements of the responsibility, both individual and solidarity.
ARTICLE 23. 1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: > The primary consideration that the Bank will take into account when appointing its staff and in determining its terms of service, will be the need to ensure the highest degree of efficiency, competence and integrity. As a secondary criterion, without sacrificing the criteria set out above, it will be necessary to recruit staff in such a way that there is a balanced representation among the founding countries.
ARTICLE 24. The directors, officials and employees of the Bank, with the exception of the governors in their respective countries, will not be able to participate actively in political matters.
INTERPRETATION AND ARBITRATION
ARTICLE 25. 1 of the Reform Protocol approved in this same law. The new text is as follows: > Any divergence, concerning the interpretation or application of the provisions of this Convention, which shall arise between any member and the Bank or between the Member States, shall be subject to the decision of the Directory.
Member States that are particularly affected by divergence will have the right to be directly represented in the Directory.
Any Member State may require that the divergence, resolved by the Board in accordance with the preceding paragraph, be submitted to the Assembly of Governors, whose decision shall be final. As long as the decision of the Assembly is pending, the Bank may act as soon as it deems necessary, on the basis of the Board's decision.
ARTICLE 26. 1 of the Reform Protocol approved in this same law. The new text is as follows: > In case a disagreement arises between the Bank and a State that has ceased to be a member or between the Bank and a member after the termination of the institution's operations has been agreed upon, such The dispute shall be submitted to the arbitration of a three-person tax. One of the arbitrators shall be appointed by the Bank and another by the State concerned.
Among both referees will name a third in discord. In the event of no agreement on this designation, the third arbitrator shall be appointed by the Secretary-General of the Organization of American States.
The third arbitrator may decide on all procedural matters in cases where the parties do not agree on the matter.
IMMUNITIES, EXEMPTIONS, AND PRIVILEGES
ARTICLE 27. The Bank, in the exercise of its functions and in accordance with its purposes, shall have in the territory of the Member States, the immunities, exemptions and privileges set forth in this Chapter or in another form will be given to you.
ARTICLE 28. Only legal proceedings against the Bank may be initiated before a court of competent jurisdiction in the territory of a member country where the Bank has established an office, or where he has appointed an agent or a proxy to accept the placement or the notification of a court order, or where he has issued or guaranteed securities.
ARTICLE 29. The assets and other assets of the Bank, wherever they are and who may have them, shall enjoy immunity from such as comiso, sequestration, seizure, remate, award or any other another form of apprehension or forced alienation, while there will be no firm judgment against the Bank.
The assets and other assets of the Bank shall be considered as international public property and shall enjoy immunity from investigation, requisition, confiscation, expropriation or any other form of apprehension or forced disposal by action. executive or legislative.
The Bank's assets and other assets shall be exempt from all restrictions, regulations and control measures or moratoriums, unless otherwise provided in this Convention.
ARTICLE 30. The Bank's files will be inviolable and will enjoy absolute immunity.
ARTICLE 31. In the Member States, the Bank will enjoy in its communications the franchises that are granted to official communications.
ARTICLE 32. The Bank's staff, whatever their category, shall enjoy the following privileges and immunities:
(a) Immunity with respect to judicial, administrative and legislative processes relating to acts performed by them on their official character, unless the Bank renounces such immunity;
(b) Where they are not nationals of the Member State, they shall enjoy the same immunities and privileges as regards immigration restrictions, foreign registration requirements and military service obligations, and other facilities in respect of exchange and travel arrangements that the country grants to staff of comparable rank to that of other Members.
(a) The Bank, its revenue, property, and other assets, as well as the transactions and transactions it carries out in accordance with this Convention, shall be exempt from all kinds of tax and customs duties or other similar duties.
The Bank shall be exempt from any liability related to the payment, retention or collection of any tax, contribution or right;
(b) No charges or taxes shall be imposed on any kind of securities or securities issued or guaranteed by the Bank, including dividends or interest thereon, whatever its holder;
(c) The salaries and emoluments that the Bank pays to its staff, regardless of their status, shall be exempt from taxes.
REQUIREMENTS FOR OBTAINING GUARANTEES OR LOANS
ARTICLE 34. 1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: > They may obtain guarantees or loans from the Bank, natural or legal persons, public or private, established in the founding states or in any other beneficiary state.
Without prejudice to Article 7o, the Bank may, in accordance with the rules approved by the Board of Governors, grant loans and guarantees to non-regional financial institutions operating in Central America to provide for programs and development and integration projects in the founding states. The Bank, in accordance with the rules approved by the Board of Governors, will be able to grant loans and guarantees to Central American financial institutions, to financial institutions that act in Central America and to financial institutions of beneficiary states, in accordance with the eligibility criteria of the Bank, as well as qualified first-order financial institutions established outside the founding states and beneficiaries, with the object of to allocate resources to finance the programmes and projects which are then point:
(a) Investments or co-investments by Central American people, whose principal assets are in Central America, to be realized outside the founding states in support of the export of the founding countries; and
b) Support for the export of the founding states to third countries.
When considering the financing of these items, the degree of complementarity of the programs and projects with the economies of the Central American countries will be analyzed, their priority in relation to the object of the Bank stated in Article 2 of the this Convention, as well as that they are eligible for the Bank in accordance with its policies.
The Bank, based on the regulations that the Board of Governors will approve in advance, may act as a trustee of resources from external sources whose beneficiaries are third countries, provided that there is Central American interest and a financial benefit to the Bank.
MEMBERSHIP OF NEW MEMBERS AND MODIFICATIONS.
1 of the Reforms Protocol approved in this same law >
ARTICLE 35. 1 of Resolution AG-1/1998, approved by Law 884 of 2004. The new text is as follows: >
a) 1 of the AG-7/2009 Resolution approved by Law 1585 of 2012. The new text is as follows: > International states and bodies referred to in Article 4or, Article A, which are not signatories to this Convention, may accede to it, provided that they are admitted to compliance with the provisions of this Convention;
(b) This Convention may only be amended by agreement of the Board of Governors, by a majority of three-quarters of all the votes of the partners, including four Governors of the founding states;
c) 1 of the AG-7/2009 Resolution approved by Law 1585 of 2012. The new text is as follows: > By way of derogation from the previous literal (b), three-fourths of the votes of all the partners, including the favourable vote of the five founding countries, will be required for any modification which alter the following:
1. Chapter I, Nature, Object and Headquarters.
3. Chapter IV, Organization and Administration.
4. The principle of 51% of the capital for the founding partners set out in Articles 4 (o), (b), (h) and 37(3).
The partners ' unanimous agreement will be required to modify the following provisions:
1. The requirements for payment on the capital required as set out in point 2, literal i), acapite B, in article 4or.
2. The limitation of liability prescribed by article 5or, last paragraph.
d) Any proposal to amend this Convention, whether it emanates from a partner or the Directory, shall be communicated to the Chairman of the Board of Governors, who shall submit it to the Board of Governors. Where an amendment has been approved, the Bank shall make it available in official communication to all the partners. The amendments shall enter into force for all the partners three months after the date of the official communication unless the Board of Governors has set a different time limit.
DISSOLUTION AND SETTLEMENT
ARTICLE 36. 1 of the Reform Protocol approved in this same law. The new text is as follows: > The Bank will be dissolved:
a) By unanimous decision of the Member States; or,
b) When only one of the founding countries remains attached to this Convention.
In the event of dissolution, the Board of Governors shall determine the conditions under which the Bank shall terminate its operations, liquidate its obligations and distribute to the Member States the capital and surplus reserves after having cancelled such obligations.
ARTICLE 37. 1 of the Reform Protocol approved in this same law. The new text is as follows: > This Convention shall have an indefinite duration and shall not be denounced before the age of 15, as from 1 January 1990. The denunciation shall take effect five years after its submission, the Convention shall remain in force when at least two founding countries remain attached to it.
It will be up to the Board of Governors to establish the rules to be applied in the event of the withdrawal of member countries, as far as the actions of the country are withdrawn.
In case of the withdrawal of a founding country, the rules shall be adopted by the Assembly of Governors with the concurrent vote of all the Founding Members that continue in the Bank, and shall, in any case, be maintained. the principle of 51% of the capital for the founding countries and the same number of Directors as for the latter points to Article 16 of this Convention.
ARTICLE 38. This Convention shall enter into force from the deposit of the third instrument of ratification at the General Secretariat of the Organization of Central American States. For the Central American States which accede to it thereafter, it shall enter into force from the date of deposit of the respective instrument in that Secretariat.
ARTICLE 39. In the event that a signatory State ceases to be a member of the Bank, it shall not cease its liability for the direct obligations it has towards the Bank, nor for its obligations under the same derivative. loans, loans or guarantees obtained prior to the date on which the State has ceased to be a member. However, you will not have any liability in respect of loans, credits or guarantees made after your retirement as a member.
The rights and obligations of the State that will cease to be a Member shall be determined in accordance with the Special Settlement Balance that shall be drawn up on the date on which their separation is effective.
ARTICLE 40. 1 of the Reform Protocol approved in this same law. The new text is as follows: > The Bank will be able to provide its facilities for the organization and operation of a Clearing House on behalf of Central American Central Banks, when they so request.