JUAN CARLOS I
KING OF SPAIN
To all who see and hear,
Know: that the Parliament has approved and I hereby sanction the following Law:
Spain's participation in the African Development Bank was approved, whose constituent Agreement appended to this Law, amended according to Resolution 05-79 adopted by the Board of Governors of that entity on May 17, 1979. the amended Agreement establishing is currently subject to ratification by the various countries concerned.
Spain's participation will take place under the terms provided in Resolution 06-79 on increase capital of the African Development Bank and in accordance with Resolution 07-79 general rules for the admission of non-African countries, both adopted by the Board of Governors of the African Development Bank on May 17, 1979 and are included as appendices.
Spain will participate in the capital of the African Development Bank with the subscription of 2,624 shares with a par value per share of 10,000 units of account, as defined in Article 5.1.b of the Agreement on establishment of the African Development Bank , I appended to this provision. Of these shares subscribed, 656 will be paid, while 1,968 will remain as callable capital.
The contributions corresponding to the paid-up shares shall be made in accordance with the terms of paragraph 2 of the general rules governing the admission of non-African countries as members of the Bank, approved by Resolution 07-79 of the Board of Governors of the Bank .
The Bank of Spain is hereby authorized, in accordance with the contents of Decree 2799/1969, of November 14, to apply on a freely convertible base, pesetas necessary for the payment of the participation of Spain in the African Development Bank.
Order to extend, where appropriate, the participation of Spain in the capital of the African Development Bank, the Government must be authorized by law.
The Ministries of Finance and Foreign Affairs is hereby authorized to take whatever they are accurate for the implementation of the provisions of the present Act.
This Act shall take effect on the day following its publication in the "Official Gazette".
Command all Spaniards, individuals and authorities to observe and enforce this law.
Palacio de la Zarzuela, Madrid, 26 November 1983.
JUAN CARLOS R.
The Prime Minister,
MARQUEZ FELIPE GONZÁLEZ APPENDIX I
Agreement constitution of the African Development Bank
Amended by Resolution 05-79, adopted at the V Plenary Session of the Fifteenth Annual Meeting on May 17, 1979
The Governments on whose behalf this Agreement, determined to strengthen African solidarity through economic cooperation among African States is signed;
Considering the need to accelerate the development of the vast human and natural resources of Africa in order to stimulate economic development and social progress in this geographical area;
Aware of the importance of coordinating national economic and social plans to promote a harmonious growth of African economies as a whole, as well as the expansion of African foreign trade and especially intra-African trade development;
Recognizing that the establishment of a joint financial institution to all African countries will serve these purposes;
Convinced that a partnership of African and non-African facilitate both the additional flow of international capital through an institution of this nature for economic development and social progress of this geographic area, such as the mutual benefit of the parties members of this Agreement
Have agreed to establish hereby the African Development Bank (hereinafter called the "Bank"), which will be governed in accordance with the following provisions:
Object, functions, membership and structure
Article 1. Object.
The purpose of the Bank is to contribute to economic development and social progress of its African members individually and jointly.
Art. 2nd Functions.
1. To realize its objective the Bank shall have the following functions:
A) Using resources and their availability to finance investment projects and programs relating to economic and social development of its African members, giving special priority to:
I) Projects or programs which by their nature or purpose involving several members and
Ii) Projects or programs granted to ensure that the economies of its members are increasingly complementary and to effect an orderly expansion of their foreign trade; and
B) To promote or participate in the selection, study and preparation of projects, enterprises and activities contributing to such development;
C) To mobilize and increase in Africa and outside Africa the necessary resources to finance these projects and programs;
D) In general, promote investment in Africa of public and private capital in projects or programs designed to contribute to economic development or social progress of its regional members;
E) Provide technical assistance needed in Africa for the study, preparation, financing and execution of development projects or programs; and
F) To promote all activities and provide few services are necessary for achieving its objectives.
2. To carry out its functions, the Bank will seek cooperation with institutions of national, regional and subregional development in Africa. This same effect may cooperate with other international organizations pursuing a similar purpose and with other institutions concerned with the development of Africa.
3. In all decisions the Bank will be guided by the provisions of Articles 1st and 2nd of this Agreement.
Art. 3rd Members and geographical area.
1. It may be regional member of the Bank every African country whose status is that of an independent state. Admission as a member shall be made in accordance with paragraph 1 or paragraph 2 of Article 64 of this Agreement.
2. The geographical area to quality regional partner and development activities Bank (referred to in this Agreement as "Africa" or "African", as appropriate) extends comprises the continent of Africa and African islands; and
3. Countries outside this geographical area that are or become in the future members of the African Development Fund or that have made or are making contributions to the African Development Fund under terms and conditions similar to those established in the Agreement establishing the Fund African Development may also be admitted as members of the Bank at the time and in the general conditions established by the Board of Governors. These general conditions may be amended only with the agreement of the Board of Governors by a majority of two-thirds of the total number of governors, including two thirds of the governors of non-African member countries and representing not less than three-quarters of the power of Total vote of the member countries.
Art. 4.º structure.
The Bank shall have a Board of Governors, a Board of Directors, a President, at least one Vice President and the officers and staff to perform the tasks determined by the Bank.
Art. 5th Authorized capital.
1. a) The authorized capital of the Bank shall be 250,000,000 units of account. It is divided into 25,000 shares of a par value of 10,000 units of account each share and will be available for subscription members.
B) The value of UC will be 0.88867088 grams of fine gold.
2. The authorized capital shall be divided into paid-in capital and callable capital. It will be paid the equivalent of 125,000,000 units of account and not paid, for the purposes defined in paragraph 4 a) of article 7th of this Agreement, the equivalent of other 125,000,000 units of account.
3. Under the requirements of paragraph 4 of this Article the authorized share capital may be increased to the extent and at the time that the Board of Governors deems it advisable. Except where the extension is carried out with the sole purpose of providing for the initial subscription of a member, the decision of the Board shall be adopted by a majority of two thirds of the total number of Governors, representing not less than three-quarters of the power of Total vote of the member countries; and
4. The authorized share capital and any extension of this will be distributed for subscription between African and non-African members such that the number of shares subject to subscription for each of these groups may, if it is fully subscribed, the following ratio : African and non-African members, two-thirds of the total voting power, a third of the total voting power.
Art. 6th Subscription of shares.
1. Each member initially subscribed share capital of the Bank. The initial subscription will consist of an equal number of paid-up shares and callable. The initial number of shares to be subscribed by a State which accesses the membership, under the provisions of paragraph 1 of Article 64 of this Agreement, shall be as shown in Annex A, which forms an integral part of this Agreement . The initial number of shares to be subscribed by other members shall be determined by the Board of Governors.
2. If carried out a capital increase for any other purpose other than solely to provide for the initial subscription of a member, each shareholder will be entitled to subscribe, under such uniform terms and conditions determined by the Board of Governors, a proportion of this increase, equivalent to the share capital subscribed by him until then keep regarding the Bank's share capital. However, no member shall be obligated to subscribe to any part of the extension.
3. Any member may request the Bank an extension of the capital, under the terms and conditions determined by the Board of Governors.
4. The shares initially subscribed by States to access the status of members under the provisions of paragraph 1 of Article 64 of this Agreement shall be issued at par. The remaining shares will be also issued at par, unless under special circumstances, the Board of Governors decides, by a majority of the total voting power of its members to issue them on other terms.
5. The liability on shares shall be limited to the undisbursed of their issue price part.
6. The shares may not be pledged or encumbered in any way. They may only be transferred to the Bank.
Art. 7th Payment of the subscription.
1. a) Members who acquire their status as such under the provisions of paragraph 1 of Article 64, make the payment of the amount initially subscribed capital have paid in six installments: the first 5 100; the second, 35 100, and the remaining four, from 15 100 each.
B) The first payment will be done by the Government in question, simultaneously or prior to the date of deposit, on its behalf, the instrument of ratification or acceptance of this Agreement as provided in paragraph 1 of Article 64 . the second deferred payment will expire six months after the entry into force of this Agreement or the date of that deposit, in any case where it is later. The third deferred payment expire eighteen months after the entry into force of the Agreement. The three remaining payments expire successively at twelve months of the date on which beat the previous payment.
2. Payments initially subscribed capital amount disbursed shall be made by the members of the Bank in gold or convertible currency.
The Board of Governors shall determine how members of payment of other amounts paid their subscribed capital.
3. The Board of Governors shall determine the dates pear payment of amounts subscribed capital paid to those not applicable to them set out in paragraph 1 of this Article.
4. a) Payment of the amounts subscribed paid-up capital will not be subject to the requirement of the Bank, at the time it sues to meet obligations, in accordance with paragraphs 1 b) and d) of Article 14, to borrow funds for inclusion in its ordinary capital resources or guarantees chargeable to such resources.
B) In the event of such request, the member in question may optionally make payment in gold, convertible currency or in the currency that is necessary to exempt the Bank from the obligation that motivated the said requirement.
C) Requests for payment of paid-up capital will not be uniform in percentage of the whole callable shares.
5. The Bank will determine the square to be made any payments under this Article, provided that, until the first meeting of its Board of Governors provided for in Article 66 takes place, the payment of the first term referred in paragraph 1 of this article is made to the Trustee referred to in that Article 66.
Art. 8th Special Funds.
1. The Bank may establish special funds, or be entrusted with the administration of these, which are intended to serve its purpose and come within its functions. It may receive, hold, use, deposit or otherwise dispose of resources appertaining to such Special Funds.
2. The resources of such Special Funds shall be kept separate and apart from the ordinary capital resources of the Bank, as provided for in Article 11 of this Agreement.
3. The Bank shall adopt such special rules and regulations necessary for the administration and use of each Special Fund, provided that:
A) These rules and regulations conform to paragraph 4 of Article 7th, 9th Articles 11 and the provisions of this Agreement which expressly apply to the ordinary capital resources or ordinary operations of the Bank;
B) These rules and regulations are consistent with the provisions of this Agreement which expressly apply to special resources or special operations of the Bank, and;
C) When these special rules and regulations do not apply, the Special Funds shall be governed by the provisions of this Agreement.
Art. 9th ordinary capital resources.
For the purposes of this Agreement, the term "ordinary capital resources" of the Bank include:
A) the authorized share capital subscribed pursuant to the provisions of Article 6 th of this Agreement;
B) funds obtained through loans, under the powers conferred to the Bank paragraph a) of Article 23 of this Agreement and whose effect is applicable payment requirement callable capital provided for in paragraph 4 Article 7 th of this Agreement;
C) funds received in repayment of loans made with resources referred to paragraphs a) and b) of this Article; and
D) income derived from loans made with the above-mentioned funds; income guarantees for which the requirement is applicable under paragraph 4 of Article 7 th; and
E) any other funds or income received by the Bank which do not form part of its special resources.
Art. 10. Special Resources.
1. For the purposes of this Agreement, the expression "special resources" shall refer to the resources of Special Funds and shall include:
A) Resources initially contributed to any Special Fund;
B) the proceeds of loans for the purposes of any Special Fund, including the Special Fund provided for in paragraph 6 of Article 24 of this Agreement;
C) funds repaid affecting loans or guarantees financed from the resources of any Special Fund which are received by it under the rules and regulations that govern;
D) income from Bank operations involved in any of the resources or funds mentioned above, provided that, under the rules and regulations governing the Special Fund concerned, these revenues are accumulated to that Background; and
E) any other resources at the disposal of any Special Fund.
2. For the purposes of this Agreement, the expression "special resources appertaining to a Special Fund" shall include the resources, funds and income referred to in the preceding paragraph and depending on the case are provided, rendered or received, accumulated or available to the Special Fund concerned, in accordance with the rules and regulations governing this Fund.
Art. 11. Separation of resources.
1. The ordinary capital resources of the Bank shall at all times and all maintained effects, deposited, invested or otherwise disposed thus completely separated from the SPR way. Each Special Fund and its resources and accounts should be separate from other Special Funds and their resources and accounts.
2. The ordinary capital resources of the Bank shall under no circumstances be taxed or used to discharge losses or liabilities resulting from operations or other activities of any Special Fund.
The special resources appertaining to a Special Fund shall under no circumstances be taxed or used to discharge losses or liabilities resulting from operations or other activities of the Bank financed from its ordinary capital resources or special resources belonging to any other Special Fund.
3. In the operations and other activities of any Special Fund, the Bank's liability shall be limited to the special resources belonging to the same Fund available to the Bank.
Art. 12. Use of resources.
The resources and facilities of the Bank will be used to carry out the purpose and functions set out in Articles 1st and 2nd of this Agreement.
Art. 13. Ordinary and Special Operations.
1. The Bank's operations are divided into ordinary and special.
2. Ordinary operations shall be those financed from the ordinary capital resources of the Bank.
3. Special operations shall be those financed with special resources.
4. The Bank's financial statements show the ordinary and special operations separately. The Bank shall adopt rules and arrangements necessary to ensure effective separation of the two types of operations.
5. The expenses incurred directly by ordinary operations shall be charged to the ordinary capital resources of the Bank; the costs incurred directly by special operations shall be charged to the appropriate special resources. Other expenses will be charged in the way determined by the Bank.
Art. 14. Receivers and methods of operations.
1. In its operations, the Bank may provide or facilitate financing for any regional member, any political subdivision or any agency thereof, or any institution or guarantor in the territory of an African member, as well as agencies or international or African institutions interested in Africa's development. Based on the provisions of this chapter, the Bank may conduct its operations in any of the following ways:
A) making or participating in direct loans from:
I) corresponding to the capital subscribed and paid unchanged and except as provided in Article 20 of this Agreement to its reserves and surplus not allocated funds; or from
Ii) Funds corresponding to special resources; or
B) making or participating in direct loans from funds borrowed or obtained by other means the Bank for inclusion in its ordinary capital resources or in special resources; or
C) Investing the funds referred to by subparagraphs a) or b) of this paragraph in shares in the capital of companies or institutions; or
D) Endorsing whole or in part loans from third parties.
2. The provisions on direct loans made by the Bank in accordance with subparagraphs a) or b) above shall also apply to its participation in any direct loan made in accordance with either of those subparagraphs. Similarly, the provisions relating to loan guarantees in subparagraph d) of the preceding paragraph shall apply when the Bank endorses only part of the loan.
Art. 15. Limitation of operations.
1. The total outstanding amount of ordinary operations of the Bank shall not at any time exceed the total amount of its capital unchanged, reserves and surplus included in its ordinary capital resources, excluding, however, the special reserve provided for in Article 20 of this Agreement.
2. The total outstanding amount of the special operations of the Bank relating to a Special Fund any amount, not at any time exceed the total amount of the unchanged special reserves belonging to that Special Fund.
3. In the case of loans made from funds borrowed by the Bank and that effectively apply the requirement to pay capital not disbursed under paragraph 4 of Article 7 th of this Agreement, the total principal amount outstanding and payable to the Bank in a specific currency shall not at any time exceed the total principal amount outstanding of funds in loans taken by the Bank that are payable in the same currency.
4. a) In the case of investments made under the provisions of paragraph 1 c) of Article 14 from the ordinary capital resources, the total outstanding amount not at any time exceed 10 per 100 of the aggregate amount of capital Bank disbursed more reserves and surplus included in its ordinary capital resources, excluding, however, the special reserve provided for in Article 20 of this Agreement.
B) In the time of making the amount of any specific investment referred to in the preceding subparagraph shall not exceed the percentage of equity of the institution or company in question fixed by the Board of Governors for investments under the provisions of paragraph 1 c) of Article 14. the Bank will not seek, in any case, this investment obtained by controlling the institution or company in question.
Art. 16. Provision of foreign currency for direct loans.
Making direct loans, the Bank shall provide to the borrower, other than the currency of the country in which foreign currencies will run the project in question (the latter hereinafter referred to as "local currency"), as appropriate for to meet expenses in foreign currency arising from the project; provided that, in making direct loans, the Bank may provide financing to meet the "in situ" by that project expenses incurred:
A) Where it can do so by providing local currency without selling their values in gold or convertible currencies, or
B) Where, in the opinion of the Bank, local costs of the project in question can be expected to cause excessive loss or distortion in the balance of payments of the country to be implemented and the amount of such funding does not exceed a reasonable percentage of caused total expenditure incurred by the aforementioned project.
Art. 17. Principles of action.
1. The Bank's operations are governed in accordance with the following principles:
A) i) Except in exceptional circumstances, the Bank's operations provide funding for projects or group of specific projects, especially those that are part of a national development program, or African level urgently required for the economic or social development African countries members. However, they may include global loans or guarantees on loans to African national development banks or other suitable institutions, so that the latter can finance projects specific type that would serve the objectives of the Bank within the respective fields of activity of banks or institutions mentioned.
Ii) In selecting suitable projects, the Bank shall always be guided by the provisions of paragraph 1 a) of article 2nd of this Agreement and by the potential contribution the project made to target the Bank, rather than by the type of project. However, it accords special attention to the selection of suitable multinational projects.
B) The Bank will not finance any project in the territory of a member country if it opposes it.
C) The Bank will not finance a project to the extent that, in his opinion, the recipient to obtain funding or elsewhere media under conditions that the Bank considers reasonable for the recipient.
D) The proceeds of any loan, investment or financial activity in the current operations of the Bank shall be used exclusively for the acquisition in member countries of goods produced in these countries, except in cases where the Board of Directors, by the vote of the Directors representing not less than two-thirds of the total voting power, agree to allow the purchase of goods and services in a non-member, or produced in a country not a member, because special circumstances so warrant. This may be the case of a non-member country in which the Bank has obtained a considerable amount of funding; provided that, with respect to any increase capital, the Board of Governors may determine that the acquisition of goods and services with the proceeds of this extension be limited to those countries that have participated in the extension.
E) In making or guaranteeing a loan, the bank will have sufficient account of the prospects that the borrower and, if any, the guarantor are in a position to meet its obligations under the aforementioned loan.
F) In making or guaranteeing a loan must give satisfaction to the Bank in the sense that the interest rate and other charges are reasonable and such rate, charges and principal repayment program are appropriate with respect to the project to finance.
G) In the case of a direct loan, the bank will allow the borrower to go providing funds for the sole purpose of addressing the costs of the project at the time they occur.
H) The Bank shall take appropriate measures to ensure that the proceeds of a loan made or guaranteed by it is exclusively used for the purpose it was granted, giving due attention to considerations of economy and efficiency.
I) The Bank will seek to maintain reasonable diversification in its investments in equity.
J) The Bank shall apply sound principles of bank management to its operations and especially their equity investments. It will not assume any responsibility for the management of institutions or companies in which it has invested; and
K) In guaranteeing a loan made by other investors, the Bank shall receive adequate compensation for the risk.
2. The Bank shall adopt such rules and regulations as may be necessary to take into account the projects that are submitted.
Art. 18. Conditions and terms for direct loans and guarantees.
1. In the case of direct loans made by the Bank, the contract:
A) In accordance with the principles set out in paragraph 1 of Article 17, subject to the other provisions of this chapter, establish all the terms and conditions applicable to the loan in question, including those relating to amortization, interest and other charges as well as due dates and payment dates; and especially
B) establish that, based on the provisions of paragraph 3, c) of this article- payments made to the Bank of amortization, interest, commission and other charges, which are in the same currency loan except that in the case of a direct loan operations SPECIAL part of the rules and regulations provide otherwise.
2. In the case of loans guaranteed by the Bank, the contract of guarantee:
A) In accordance with the principles set out in paragraph 1 of Article 17 and subject to the other provisions of this chapter, shall establish all other terms and conditions of the guarantee concerned, including those relating to fees, commission and other charges from the bank; and especially
B) determine that, based on the provisions of paragraph 3, c) of this article- all payments made to the Bank in connection with the contract of guarantee they are in the same currency of the loan, except that for a guaranteed as part of special operations loan rules and regulations provide otherwise; and
C) also was determined that the Bank may terminate its liability with respect to interest if if any, the Bank offers, upon default by the borrower and the guarantor, to acquire at par plus accrued interest to a date designated in the offer, the bonds or other obligations guaranteed.
3. In the case of direct loans or loans guaranteed by the Bank, this:
A) In establishing the terms and conditions of the operation, will take into account the terms and conditions under which the Bank obtained the relevant funds.
B) Where the recipient is not a member, may, if it deems it appropriate, request that the member in whose territory a public entity or institution of that member acceptable to the Bank the project is to take place, or guarantee repayment of principal and payment of interest and other charges on the loan.
C) expressly Determine the currency in which all payments under the contract shall be interested satisfied the Bank. However, it will leave the choice of provider where such payments can be made in gold or a convertible currency or, subject to approval of the Bank, in any other currency; and
D) You can add any other terms or conditions as it deems appropriate to safeguard both the interests of the member directly involved in the project, as the interests of all members.
Art. 19. Commissions and rights.
1. The Bank will charge a commission for those made direct loans and guarantees granted as part of its current operations. This commission, payable periodically, shall be calculated on the outstanding amount of each loan or guarantee and shall not be less than 1 per 100 per annum, unless the Bank, after the first ten years of operation, decides to change this minimum rate by majority two-thirds of its members representing at least three quarters of the total voting power of the movements.
2. In guaranteeing a loan as part of its ordinary operations, the Bank shall charge a royalty at the rate established by the Board of Directors, payable periodically on the outstanding loan amount.
3. The Board of Directors will determine the other charges to be made by the Bank in its current operations, as well as commissions, duties and other charges in its special operations.
Art. 20. Special Reserve.
The amount of the fees received by the Bank under Article 19 will be separated to form a special reserve to meet its obligations, in accordance with Article 21. The special reserve will be maintained in the form of liquidity It allows this Agreement and determined by the Board of Directors.
Art. 21. Method to meet obligations (current operations).
1. The Bank may request an appropriate amount of subscribed callable capital, under the provisions of paragraph 4 of Article 7 th, when deemed necessary to meet contractual payments of interest, other charges or amortization of loans taken by the Bank or to meet their obligations with respect to similar payments of loans guaranteed by it and chargeable to its ordinary capital resources.
2. In cases of default on a loan made from funds obtained by the Bank through loan or guaranteed as part of their current operations and if it is estimated that this breach can reach a long term, the Bank may request an additional amount of capital not disbursed, which each year will not exceed 1 per 100 of the total subscribed by the members, for the following purposes:
A) Redemption before maturity, or otherwise discharge, its liability on all or part of the outstanding principal of any loan guaranteed by it and unfulfilled by the debtor, and
B) redeem or otherwise discharge, its liability on all or part of its own outstanding loan.
Art. 22. Method to meet loan obligations to special funds.
To meet any obligation arising from the loan application of funds for inclusion in the special resources appertaining to a Special Fund, the payments shall be charged to:
I) First, any reserve established for this purpose to the concerned or within the Special Fund; and
Ii) then any other assets available in the special resources appertaining to that Special Fund.
Power of debt and additional powers
Art. 23. General Powers.
Addition to those provided in other sections of this Agreement, the Bank shall have the following powers:
A) Taking loan funds in member countries or elsewhere, and to this end, provide collateral and other guarantees, as available, provided that:
I) Before making the sale of its obligations in the market of a member country obtained its approval;
Ii) When the Bank's obligations are to be denominated in the currency of a member, the Bank shall have obtained its approval; and
Iii) When the funds borrowed are to be included in its ordinary capital resources, the Bank has obtained, when required, the approval of the members referred to in paragraphs i) and ii) of this paragraph, for the product can be converted freely in any other currency.
B) buy and sell securities issued or guaranteed by the Bank, or in which it has invested, with the approval of the member in whose territory is to be effected the purchase or sale of those securities.
C) To endorse or support securities in which it has invested in order to facilitate their sale.
D) invest funds not required for its operations in which obligations can determine and invest funds in their possession for pensions or similar purposes in marketable securities.
E) Undertake atypical activities regarding its operations, such as promoting financial consortia that serve the objectives of the Bank and come within its functions.
F) i) Provide all technical advice and assistance which serve this purpose and come within its functions; and
Ii) When the expenses for such services has affected have not been repaid, load them in the net income of the Bank and in the first five years of operation, allocate up to 1 100 of its paid up capital to cover the such expenditure; provided that the total expenses of the Bank for such services do not exceed one-fifth of that percentage for each year of that period; and
G) To exercise whatever powers are required or desired to further its objectives and functions, based on the provisions of this Agreement.
Art. 24. Special powers of indebtedness.
1. The Bank may ask any African member loans in its currency, in order to finance expenditures for goods or services produced in the territory of that country and intended for a project to be implemented in the territory of another member country ;
2. The member African country meet demand in this regard will make the Bank, unless alleged economic and financial difficulties which, in his view, could be caused or aggravated by the granting of such a loan to the Bank. The loan will be for a period to be agreed with the Bank and will be related to the duration of the project that will be funded by the proceeds of the loan in question; and
3. Unless the member African country agrees otherwise, the total outstanding on your loan to the Bank, amount pursuant to this article shall not in any case exceed the equivalent of the amount of its participation in the share capital of the Bank.
4. Loans to the Bank, in accordance with the provisions of this article, accrued interest payable by the Bank to the lending member, a guy that will correspond to the average interest rate paid by the Bank on loans accepted for the Special Funds for the period preceding the conclusion of the loan agreement year. In any case this rate exceed the maximum rate set periodically by the Board of Governors.
5. The Bank shall repay the loan and any accrued interest, in the currency of the lending member or in another currency acceptable to it.
6. All resources obtained by the Bank under the provisions of this Article shall constitute a Special Fund.
Art. 25. Warning that appear in values.
Every security issued or guaranteed by the Bank shall bear on its front a visible statement to the effect that it is not an obligation of any government, unless, indeed, yes it is, in which case it shall bear the appropriate declaration .
Art. 26. Valuation and currency convertibility.
When it becomes necessary based on this Agreement:
I) Assess one currency against another, to gold, or unit of account defined in paragraph 1 b) of Article 5th; or
Ii) To establish whether a currency is convertible, such an assessment or decision shall be reasonably made by the Bank after consultation with the International Monetary Fund.
Art. 27. Use of the coins.
1. Members may not maintain or impose any restrictions on the possession or use by the Bank or any beneficiary thereof, for payments anywhere, of the following:
A) Gold or convertible currencies received by the Bank of its members as payment of capital subscriptions;
B) currencies of members purchased with gold or convertible currencies referred to in the preceding subparagraph a;
C) Currencies obtained by the Bank by loan, based on paragraph a) of Article 23, for inclusion in its ordinary capital resources;
D) Gold or currencies received by the Bank in payment on account of principal, interest, dividends or other charges in connection with loans to investments made from the funds referred to by subparagraphs a), b) and c) or as payment of commissions or fees related to guarantees issued by the Bank, and
E) Currencies, other than their own, delivered by the Bank to a member country in respect of distribution of net income of the Bank in accordance with Article 42 of this Agreement.
2. Members may not maintain or impose any restrictions on the possession or use by the Bank or any beneficiary thereof, for payments anywhere, of currency of a member, delivered to the Bank by other different concepts to paragraph above, except that:
A) The member represents you want the use of such currency is restricted to the payment of goods or services produced in its territory, or
B) that currency is part of the special resources of the Bank and its use is subject to special rules and regulations.
3. Members may not maintain or impose any restrictions on the possession or use by the Bank of currencies received by it from the repayment of direct loans made from its ordinary capital resources and destined for amortization, prepayment or buyback -in whole or in part of obligations by it.
4. The Bank shall not use gold or coins in their possession for the purchase of other currencies of its members except:
A) For the purposes of addressing their existing obligations, or
B) Based on a decision of the Board of Directors adopted by two-thirds majority of the total voting potential members.
Art. 28. Maintaining the value of foreign currency.
1. When the parity of the currency of a member is reduced with respect to the unit of account defined in paragraph 1 b) of Article 5th of this Agreement, or, according to the Bank, the exchange rate has depreciated considerably, the member concerned shall pay to the Bank within a reasonable time an amount in its currency required to maintain the value of that currency held by the Bank of its capital subscription; and
2. When the parity of the currency of a member is increased relative to said unit of account or, in the opinion of the Bank, its exchange rate has been appraised considerably, the Bank shall pay the member concerned, within a reasonable period, the amount in its currency required to adjust the value of that currency held by the Bank on account of its subscription.
3. The Bank may waive the provisions of this Article when a uniform proportionate change in the par value of the currencies of all its members takes place.
Organization and Management
Art. 29. Board of Governors: Powers.
1. The Board of Governors shall be vested with all the powers of the Bank. In particular, the Board shall establish the general guidelines on credit policy of the Bank.
2. The Board of Governors may delegate all its powers to the Board, except the following:
A) reduce the authorized capital of the Bank;
B) Establish or accept the administration of Special Funds;
C) Authorize the conclusion of general agreements for cooperation with African countries authorized not enjoy a "status" of independence or cooperation agreements with African governments that are not yet members of the Bank and such agreements with other governments and international organizations;
D) Determine, based on the recommendation of the Board, remuneration and conditions of service of the President of the Bank;
E) Establish the remuneration of directors and their alternates;
F) Select outside auditors to certify the balance sheet and profit and loss account and select the experts it deems necessary to examine and report on the overall management of the Bank;
G) approve, after reviewing the auditors' report, the balance sheet and profit and loss account, and
H) To exercise other powers expressly provided for the Board of Governors in this Agreement.
3. The Board of Governors shall retain full powers to exercise authority over any matter delegated to the Board of Directors according to paragraph 2 of this Article.
Art. 30. Board of Governors: Composition.
1. Each member shall be represented on the Board of Governors, naming this purpose a Governor and an alternate Governor. It will be persons of increased competition and wide experience in economic and financial matters and have the nationality of the Member States. Each governor and each alternate shall have a term of five years, subject, at any time, it revoked his appointment, re-appointed or confirmed in office at the will of member concerned. No alternate vote except in the absence of his principal. At its annual meeting, the Juma designate one of the Governors as Chairman, who shall hold office until the conclusion of the next annual meeting of the Board.
2. Governors and alternates shall serve without remuneration from the Bank, although it may satisfy the reasonable expenses incurred for attending meetings.
Art. 31. Board of Governors: Procedure.
1. The Board of Governors shall meet once a year and so often as it deems necessary or is called by the Board of Directors. The latter shall convene meetings of the Board of Governors whenever so requested by five members of the Bank or by members having one quarter of the total voting power. All meetings of the Board of Governors will be held in African member countries.
2. A quorum at any meeting of the Board of Governors, provided that a majority of governors or their alternates representing at least two thirds of the total voting power of the members are present. The quorum shall include a majority of the governors or their alternates of regional members, and at least two governors or their alternates of non-African member countries. If the Board of Governors is not possible to achieve this requirement subquórum concerning the presence of Governors or their deputies from non-African member countries until two days before the date set for the meeting you may waive this requirement subquórum.
3. The Board of Governors may establish a procedure whereby the Board of Directors to obtain, when deemed advisable, a vote of the Governors on a specific question without calling a meeting of the Board.
4. The Board of Governors and, in so far as it is authorized, the Board of Directors may establish such subsidiary bodies and adopt or appropriate to conduct the business of the Bank the necessary rules and regulations.
Art. 32. Board of Directors: Powers.
Without prejudice to the powers of the Board of Governors under Article 29 of this Agreement, the Board of Directors shall be responsible for the conduct of the general operations of the Bank. To this end, in addition to the powers expressly conferred this Agreement may exercise all the powers delegated to it by the Board of Governors, and in particular:
A) On the recommendation of the President of the Bank, appoint one or more Deputy Chairmen of the Bank and their conditions of service;
B) Prepare the work of the Board of Governors;
C) Following the general guidelines of the Board of Governors, take decisions on individuals, guarantees, investments in equity and borrowing by the Bank direct loans;
D) Establishing interest rates for direct loans and guarantees commissions;
E) Submit the accounts for each financial year and the annual report for approval by the Board of Governors at each annual meeting, and
F) Establish the general structure of the Bank's services.
Art. 33. Board of Directors: Composition.
1. The Board of Directors shall consist of 18 members, who may not be governors or alternate governors. Twelve of its members shall be elected by the Governors of the African members and six members shall be elected by the Governors of the non-African member countries. Your choice will be made by the Board of Governors under Annex B to this Agreement. By choosing the Board of Directors, the Board of Governors shall give due consideration the high level of competence in economic and financial matters required to perform this function. The Board of Governors may only vary the number of members of the Board of Directors by a majority of three quarters of the total voting power of the member countries, including as it affects only the number and election of directors by the member countries Africans, two-thirds majority of the governors of these countries, and which relates exclusively to the number and election of directors by non-African member countries, a majority of two thirds of the governors of non-African members .
2. Each Director shall appoint an alternate who shall act in place when not present. Directors and alternates shall be nationals of the Member States, while no alternate may have the same nationality as his director. An alternate may participate in meetings of the Board but may vote only when acting in place of his director.
3. The Directors shall be elected for a term of three years and may be reappointed. They will remain in office until the election of their successors. If the office of a Director becomes vacant more than one hundred and eighty days before the expiry of its mandate, the Board of Governors at its next meeting, elect a successor in accordance with Annex B to this Agreement, for the rest of that mandate. While the office remains vacant, the alternate shall exercise the powers of his previous Company except to appoint an alternate.
Art. 34. Board of Directors: Procedure.
1. The Board of Directors will work permanently in the main office of the Bank and shall meet as often as required by this activity.
2. A quorum at any meeting of the Board when the contract has a majority of directors representing at least two thirds of the total voting power of the members. The quorum shall include at least one director of a non-African member country. If the Board of Directors is not possible to achieve this requirement subquórum concerning the presence of at least one director of a non-African member country may waive the requirement referred to in the next session.
3. The Board of Governors shall adopt provisions enabling a member country that does not have a director of his nationality be represented at a meeting of the Board when required or this country will be a matter of concern to him especially.
Art. 35. Voting.
1. Each member shall have 625 votes and, in addition, one vote for each share of the capital stock of the Bank held by that member, unless, in connection with any increase in authorized capital, the Board of Governors agreed that the authorized capital by such extension does not give the right to vote and that this capital is not subject to the rights of priority set forth in paragraph 2 of Article 6th of this Agreement.
2. In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member represents. Except where expressly stated otherwise in this Agreement, all matters before the Board of Governors shall be decided by a majority of the voting power represented at the meeting.
3. In voting in the Board of Directors, each Director shall be entitled to cast the number of votes received for election and will be counted as one unit. Except as otherwise provided in this Agreement, all matters before the Board shall be decided by a majority of the voting power represented at the meeting.
Art. 36. The President: Appointment.
The Board of Governors, based on the recommendation of the Board of Directors shall elect the President of the Bank by a majority of the total voting power of its members, including a majority of the total voting power of the African members. It will be a person of the highest level of competence in matters related to the activity, management and administration of the Bank and shall have the nationality of one of the African member countries. During his tenure, neither he nor any Vice President may be Governor or Director or alternate them. The mandate of the President shall be five years. It can be re-elected. However, it may be suspended from office if so decided by the Board of Directors by a majority of two thirds of the total voting power of its members, including a two-thirds majority of the voting power of African members. The Board of Directors shall appoint an acting President shall immediately inform the Board of Governors of both the decision and the reasons for that decision. The Board of Governors will make a final decision on this matter at its next annual meeting provided that the suspension takes place within ninety days preceding the meeting; otherwise, it will do so in an extraordinary meeting to be convened by its Chairman. The Board of Governors may suspend his duties to the President by resolution adopted by a majority of the voting power of its members, including a majority of the voting power of African members.
Art. 37. Functions of the President.
1. The President shall be the head of the Board of Directors, but shall have no vote except in case of a tie decision. You can participate, without vote, at meetings of the Board of Governors.
2. The President shall be chief of staff of the Bank and will manage current operations, under the direction of the Board. He will be responsible for the organization of officials and employees, who will appoint or dismiss accordance with the rules established by the Bank. It shall determine the terms of their hiring criteria based on sound management and financial policy.
3. The President shall be the legal representative of the Bank.
4. The Bank shall adopt appropriate provisions to determine who will represent legally and exercise other functions of the President when he is absent or his office becomes vacant.
5. In appointing officers and staff, the President will consider, first, the highest levels of efficiency, professional competence and integrity, contratándoles based on the widest geographical spread as possible, paying full attention to the African character of the Bank and the involvement of non-African countries.
Art. 38. Prohibition of political activity: International character of the Bank.
1. The Bank shall not accept loans or assistance that may in any way prejudice, limit, deflect or alter in any way its purpose and functions.
2. The Bank, its President, Vice President, officers and employees will ingest not in the political affairs of any member country or be influenced in their decisions by the political character of the member country concerned. For your decisions will only be relevant economic criteria. Such considerations shall be weighed impartially in order to achieve and carry out the functions of the Bank.
3. In the performance of their duties, the President, Vice President, officers and employees of the Bank shall entire obedience to this and any other authority. Each member of the Bank shall respect the international character of this duty and shall refrain from any attempt to influence those in the exercise of their functions.
Art. 39. Headquarters and offices of the Bank.
1. The Bank headquarters will be located in the territory of an African member. The choice of location of the headquarters of the Bank shall be made by the Board of Governors at its first meeting, taking into consideration the availability of facilities for the proper functioning of the Bank.
2. Without prejudice to the provisions of Article 35 of this Agreement, the choice of location of the head office of the Bank shall be made by the Board of Governors with the conditions applied in the adoption of this Agreement.
3. The Bank may establish branches or agencies elsewhere.
Art. 40. Communication channels: Depositories.
1. Each member shall designate an appropriate authority with which the Bank may communicate in connection with any matter arising under this Agreement.
2. Each member shall designate its National Bank or other institution accepted by the Bank as depositary, in which the latter may keep the currency of this member, as well as other assets of the Bank.
3. The Bank may hold its assets, including gold and convertible currencies, depositories determined by the Board of Directors.
Art. 41. Publication of the Agreement, official languages, information and memories.
1. The Bank will work because the text of this Agreement and all its important documents can be obtained in the main languages used in Africa. The official languages of the Bank shall, to the extent possible, African languages, English and French.
2. The countries shall provide the Bank with all information it requires for the proper discharge of its functions.
3. The Bank shall publish and deliver to its members an annual report with a statement of accounts by auditors census. Similarly transmit quarterly to its members a summary financial report and statement of account profit and loss with the results of its operations. The annual report and quarterly reports will be made based on the provisions of paragraph 4 of Article 13 of this Agreement.
4. The Bank also publish reports few deems advisable to carry out its purpose and functions, which will be transmitted to its members.
Art. 42. Distribution of net profit.
1. The Board of Governors shall determine annually what part of the net profit of the Bank, including accrued to its Special Funds net profit will be allocated to surplus, once made appropriate allocations to the booking- and that part, if any, will be distributed.
2. The distribution in the preceding paragraph shall be made in proportion to the number of shares of each member.
3. Payments will be made in the manner and in the currency determined by the Board of Governors.
Withdrawal and suspension of members, temporary suspension and termination of the Bank's operations
Art. 43. Withdrawal.
1. Any member may withdraw from the Bank at any time by written notice to the headquarters of Banco communication.
2. The withdrawal of a member country will be effective on the date communicated in the letter, but in no case less than six months from the date on which the Bank has received the notification.
Art. 44. Suspension.
1. If, in the opinion of the Board, a member fails to fulfill its obligations to the Bank, the member in question it will be suspended by the Council by a majority of the directors representing, in turn, a majority of the total voting power; including, in the case of an African member, a majority vote of all African member countries, and in the case of a non-African, a majority of the total votes of non-member African member countries. The decision to suspend a member shall be subject to review by the Board of Governors at a special meeting called for that purpose by the Board of Directors or at the next annual meeting, according to which it takes place first, and the Board Governors may decide to revoke the suspension by the same majorities as indicated above.
2. A member who has been suspended shall automatically cease in his status for one year from the date of suspension unless the Board of Governors agreed, by the same majority, to restore the reputation of that member.
3. During the suspension, the affected Member shall not be entitled to exercise any of the rights granted in this Agreement, except the right of withdrawal, but shall remain subject to all obligations.
Art. 45. Settlement of accounts.
1. Subsequent to the date on which a State ceases to be a member (hereinafter referred to as "termination date"), it will maintain its responsibilities for the direct obligations and contingent liabilities have with the Bank, as long as unliquidated anywhere loans or guarantees contracted before the termination date, on the other hand, do not incur liabilities with respect to loans and guarantees subsequently initiated by the Bank or engage in income or expenses it.
2. At the time a State ceases to be a member, the Bank shall provide for the repurchase of its shares as part of the settlement of accounts with that State in accordance with the provisions of paragraphs 3 and 4 of this article. For this purpose, the repurchase price of the shares shall be the value showing the books of the Bank on the termination date.
3. Payment for shares repurchased by the Bank based on this article, shall comply with the following conditions.
A) Any amount due to the State concerned for its shares shall be withheld so long as this, the National Bank or one of its agencies maintain obligations as borrower or guarantor, to the Bank, which may decide that the amount is intended to cover these liabilities as they fall due. No amount shall be withheld on account of the obligation of the State, in the subscription of shares based on the provisions of paragraph 4 of Article 7 of this Agreement. In any case, the amount due to a member for its shares shall be paid until six months after the date of termination.
B) Payments for shares may be made especially against delivery by the Government of the State concerned, to the extent that the amount of the repurchase amount, in accordance with paragraph 2 of this Article, exceeds the amount cumulative obligations arising from loans and guarantees referred to in subparagraph a) of this paragraph, until the former member has received the full repurchase price to.
C) Payments shall be made in the currency of the State charging them or, if not available to it, in gold or convertible currency.
D) If the Bank incurred losses on outstanding loans or guarantees to the termination date and the amount of such losses on the same date exceeds the reserve provided for this purpose, the State concerned refund to demand Bank, the amount by which the repurchase price of its shares would have been reduced these losses have been considered at the time to establish that price.
In addition, the former member shall maintain its obligation to be required to pay the uncalled capital, pursuant to paragraph 4 of Article 7, to the extent that would have been required to do so if the capital reduction would have instead, at the time of establishing the repurchase price of its shares.
4. If the Bank terminates its operations under Article 47 of this agreement, within six months from the date of termination, all rights of the State concerned shall be determined in accordance with Articles 47 to 49. || |
Art. 46. Temporary suspension of operations.
In case of emergency, the Board of Directors may temporarily suspend operations in respect of new loans and guarantees pending subsequent considerations and actions of the Board of Governors.
Art. 47. Completion of operations.
1. The Bank may terminate its operations on new loans and guarantees by a decision of the Board of Governors adopted by a majority of the total voting power of the members, including a majority of the total votes of African members.
2. After such termination, the Bank shall suspend all activities, except those relevant to the orderly realization, protection and preservation of its assets and settlement of its obligations.
Art. 48. Liability of members and payment of claims.
1. If the Bank's operations end the responsibility of all its members respect the uncalled capital and for depreciation of their currencies, will be maintained until they have been paid off all creditors' claims, including contingent claims.
2. All creditors holding direct claims shall be paid from the assets of the Bank, and later the requirements payment to Bank of callable capital. Before making any payment, the Board of Directors shall take appropriate, in his view, measures to ensure a pro rata distribution among holders of direct and contingent claims.
Art. 49. Distribution of assets.
1. If the Bank's operations end no distribution among the members shall be on account of its subscription of shares of capital stock of the Bank until:
I) they have been paid off or enabled all obligations to creditors and
Ii) The Board of Governors has taken a decision to make a distribution. This decision was made by the Board with the majority of the total voting power of the members, including a majority of the total voting power of the African members.
2. Having been adopted in accordance with the provisions of the preceding paragraph, the decision to make a distribution, the Board of Directors, by a majority vote of two-thirds, you can make successive distributions of the assets of the Bank among its members, until all assets have been distributed. The distribution will be subject to that have been previously settled all claims that the Bank has pending against each of its members.
3. Before making the distribution of assets, the Board of Directors shall fix the proportionate share of each member according to the relationship between their actions and the total outstanding shares of the Bank.
4. The Board of Directors will value the assets at the date of distribution and proceed to its distribution as follows:
A) each member will be paid in its own obligations or those of its official agencies or legal entities within its territory, to the extent it is available, taking an amount equivalent in value to its proportionate share of the amount Total distributable.
B) The balance in favor of a member, after the payment in accordance with the preceding subparagraph, shall be paid in the currency of your country, to the extent that the Bank disposed of, an amount equal to such balance.
C) The balance in favor of a member, after making payments in accordance with subparagraphs a) and b) of this paragraph, shall be paid in gold or currency acceptable to that member, to the extent that the Bank available, up to an amount equal to such balance.
D) Any remaining assets held by the Bank, after making payments in accordance with the preceding subparagraphs a), b) and c) shall be apportioned among the members.
5. Any member receiving assets distributed by the Bank, based on the preceding paragraph, shall enjoy, in respect of those assets, the same rights as the Bank before distribution.
Status, immunities, exemptions and privileges
Art. 50. Status.
To enable compliance with its purpose and functions entrusted, the Bank shall possess full international personality. For this purpose, it may enter into agreements with members, non-members and international organizations. With the same purpose will be awarded to the Bank in the territory of each member country "status", immunity, exemptions and privileges referred to in this Chapter.
Art. 51. Status in member countries.
Within the territory of each member the Bank shall possess full juridical personality and in particular full capacity:
B) acquire and dispose of movable and immovable property; and
C) institute legal proceedings.
Art. 52. Judicial proceedings.
1. The Bank shall enjoy immunity from every form of legal process except in cases arising on the exercise of its borrowing power, in which circumstance may appear only before a court of competent jurisdiction in the territory of the member country in which the Bank has its headquarters or in the territory of a member State or non-member which has appointed an agent to the effect of accepting delivery of a summons or communication of process or has issued guaranteed securities. However, no legal action will be brought by members or persons acting on behalf of or in connection with these claims.
2. The property and assets of the Bank, regardless of where they are and who the depositary shall enjoy immunity from seizure, arrests or executions of all kinds until it is made public a final judgment against the Bank.
Art. 53. Immunity of assets and files.
1. The property and assets of the Bank, regardless of where they are and of whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or seizure by executive or legislative action.
2. Bank files and in general all documents belonging to or held shall be inviolable, wherever they may be.
Art. 54. Freedom of asset ownership.
To the extent it is required to carry out the purpose and functions of the Bank and subject to the provisions of this Agreement, the property and assets of the Bank shall be free from restrictions, regulations, controls and moratoria of any nature.
Art. 55. Privilege for communications.
Each member country shall accord to the official communications of the Bank granted the same treatment as the official communications of other members.
Art. 56. Immunities and privileges of personnel.
All Governors, Directors, alternates, officers and employees of the Bank, as well as experts and consultants performing work for the Bank:
I) be immune to any legal process that affects acts performed in the exercise of their functions;
Ii) To those who lack the nationality of the country where they are located they shall be accorded the same immunities from immigration restrictions, alien registration requirements and military service, and the same facilities as regards convertibility currency, enjoying the representatives, officials and employees of comparable rank in other member countries, and
Iii) It will be guaranteed the same treatment in respect of traveling facilities enjoyed by representatives, officials and employees of comparable rank in other member countries.
Art. 57. Tax exemption.
1. The Bank, its property, other assets, income and operations and transactions shall be exempt from taxes and duties of any kind. The Bank shall also be exempt from any obligation to pay, withhold or collect all taxes or duties.
2. Wages and emoluments paid by the Bank to its directors, alternates, officers and professional staff will not be burdened with any taxes.
3. They are not taxed any tax obligations or securities issued by the Bank, including any dividend or interest, regardless of who the owner:
I) which discriminates in respect of that obligation or security solely because it is issued by the Bank, or
Ii) if the sole legal basis for such taxation is the place or currency in which they have been issued they are payable or have been paid or the location of any office or place of business of the Bank.
4. They are not taxed any tax obligation or security guaranteed by the Bank, including any dividend or interest, regardless of who the owner:
I) which discriminates in respect of that obligation or security solely because it has been endorsed by the Bank; or
Ii) if the sole legal basis for such taxation is the location of any office or place of business of the Bank.
Art. 58. Notice of application.
Each member shall promptly inform the Bank of the specific actions he has done to make effective in its territory the provisions of this chapter.
Art. 59. Application of immunities, exemptions and privileges.
The immunities, exemptions and privileges provided in this chapter are agreed to the Bank because of their interests. To the extent and under the conditions it deems appropriate, the Board may waive the immunities and exemptions provided for in Articles 52, 54, 56 and 57 of this Agreement, in cases where action can, in his opinion, better serve the interests of the Bank. The President shall have the right and duty to suppress immunity of any official in cases where, in his opinion, such immunity would impede the course of justice and can be removed without prejudice to the interests of the Bank.
Amendments, interpretation, arbitration
Art. 60. Modifications.
1. Any proposal to introduce modifications to this Agreement, comes from a member, a governor or the Board of Directors, it shall be communicated to the holder of the Board of Governors, who in turn submit it to the Board. If the proposed amendment is approved by the latter, the Bank will ask its members by circular or telegram, if also accepted. The Bank shall certify the fact of approval by a formal communication addressed to its members, if two thirds of these, with three-quarters of the potential of the total vote, including two-thirds of African members representing three quarters of the potential voting total, including two-thirds accept the proposed amendment;
2. Notwithstanding the provisions of paragraph 1 of this Article, the voting majorities stipulated in Article 3.º may be amended only by the voting majorities referred to in that article; and
3. Notwithstanding the provisions of paragraph 1 of this Article the acceptance of all members for any change affecting specifying:
I) the right guaranteed in paragraph 2 of Article 6th of this Agreement;
Ii) the limitation of liability provided in paragraph 5 of that article; and
Iii) the right to withdraw from the Bank provided for in Article 43 of this Agreement.
4. Amendments shall enter into force for all members three months of the date of formal communication provided for in paragraph 1 of this Article, unless the Board of Governors specifies a different period.
5. Notwithstanding the provisions of paragraph 1 of this article, three years after the entry into force of this Agreement by and the view of the Bank's experience, the rule that each member country should have one vote shall be examined by the Board of Governors or at a meeting of the Heads of State of member countries, under the conditions applied for the adoption of this Agreement.
Art. 61. Interpretation.
1. The English and French texts of this Agreement shall be considered equally authentic.
2. Any question of interpretation of the provisions of this Agreement arising between any member and the Bank or between members thereof, shall be submitted to the decision of the Board of Directors. In the absence of this body a counselor of the nationality of the country directly affected by the matter under consideration, this country shall be allowed to be directly represented on it for this particular issue. This right of representation shall be regulated by the Board of Governors.
3. In cases where the Board has made a decision based on the paragraph precedent 2, any member may request that the matter be transferred to the Board of Governors, whose decision shall be requested within three months -for a procedure set in accordance with paragraph 3 of Article 31 of the Agreement-. This decision will be final.
Art. 62. Arbitration.
Case of a dispute between the Bank and the Government of a State which has ceased as a member or between the Bank and any member after completion of operations of that, the dispute shall be submitted to arbitration by a tribunal of result three arbitrators. One of them will be appointed by the Bank, another by the Government of the State concerned and the third, unless the parties otherwise agree, shall be appointed by the authority prescribed by the provisions adopted by the Board of Governors. The third arbitrator shall have full power to establish all questions of procedure in cases where there is no agreement in this respect between the parties.
Art. 63. Signature and deposit.
1. This Agreement, deposited with the Secretary General of the United Nations (called then the "Depositary"), will remain open for signature by the Governments of States whose names are listed in Annex A to this Agreement, until 31 December 1963.
2. The depositary shall issue certified copies of this Agreement to all signatories.
Art. 64. Ratification, acceptance, access and acquisition of membership.
1. a) This Agreement shall be subject to ratification or acceptance by the signatories. The instruments of ratification or acceptance shall be deposited by the signatory governments near the depositary before 1 July 1965. The depositary shall notify each deposit and the date the other signatories.
B) States deposited its instrument of ratification or acceptance prior to the date of entry into force of this Agreement shall be considered members of the Bank on that date. Any other signatory which complies with the provisions of the preceding paragraph shall be considered a member of the Bank on the date of deposit of its instrument of ratification or acceptance.
2. African states not to acquire as members of the Bank as stipulated in paragraph 1 of this Article may become members after the entry into force of the Agreement, through access to the terms determined by the Board of Governors. The Government of the State concerned shall deposit on the date set by the Board or before it, an instrument of accession with the depositary, which shall notify the deposit and the date has been made to the Bank and the integral parts of this Agreement . The deposit, the State concerned will become a member of the Bank on the date fixed for this purpose; and
3. When depositing its instrument of ratification or acceptance a member may declare that it reserves for itself and its political subdivisions the right to levy taxes on the salaries and emoluments paid by the Bank to the citizens of this member country nationals or residents.
Art. 65. Entry into force.
This Agreement shall enter into force upon the deposit of the instruments of ratification or acceptance 12 signatory Governments whose initial subscriptions as a whole, as contained in Annex A to the Agreement, including at least 65 100 of capital social authorized the Bank (*), although this Agreement may not take effect prior to January 1, 1964, in accordance with the provisions of this Article.
(*) The words "authorized share capital of the Bank" should be understood as referring to such authorized only capital equivalent to 211.2 million units of account and as befits the cumulative total number of shares to be subscribed by States access to the status of members, in accordance with paragraph 1 of Article 64 of the Agreement. See Memorandum deposited near the Executive Secretary of the Economic Commission for Africa of the United Nations on the interpretation of Article 65 of the Constitution Agreement of the African Development Bank, annexed to the Final Act of the Conference.
Art. 66. Start of operations.
1. As soon as this Agreement enters into force, each member shall appoint a governor and the Trustee appointed for this purpose and for the purposes set out in paragraph 5 of Article 7th of the Agreement, shall convene the first meeting of the Board of Governors.
2. At its first meeting, the Board of Governors:
A) elect nine Directors of the Bank in accordance with paragraph 1 of Article 33 of this Agreement, and
B) will implement the necessary measures to establish the date on which the Bank will begin operations measures.
3. The Bank shall notify its members the date begins operations.
Done in Khartoum on August 4, 1963, in a single copy in English and French.
INITIAL SUBSCRIPTIONS IN AUTHORIZED CAPITAL BANK (*)
4. Central African Rep.
6. Congo (Brazzaville)
7. Congo (Leopoldville)
13. Ivory Coast
25. Sierra Leone
32. UAR (Egypt)
33. Upper Volta
(*) Regional Countries. August 1967.
ELECTION OF DIRECTORS
1. Vote indivisible.
For the election of the Directors each Governor shall cast all votes of the member country which accounts for one person.
2. African directors.
A) you become elected as directors the 12 people who obtain the largest number of votes cast by Governors representing African members, with the exception that will not be considered elected any person who obtains less than 8 100 total voting power of the African members.
B) If in the first ballot will result unelected 12 people a second ballot, which will be considered ineligible candidate who has obtained the smallest number of votes in the previous ballot and which may only be made to issue his vote:
I) Governors that in the previous ballot would have voted for a person not elected; and
Ii) Governors whose votes for a person considers that under paragraph 2, c) of this Annex have risen above 10 per 100 of the total voting power of the African members, votes cast for that person.
Ci) In determining whether the votes cast by a governor have risen above 10 per 100 of the total votes cast for a person shall be deemed that said 10 per 100 includes, first, the votes of the Governor which issued the highest number of votes cast for that person, and then in descending order, the votes of each Governor casting the highest number reaching 10 100.
Ii) Any Governor whose votes must be counted partly to increase the number of votes cast for any person above 8 per 100 will be deemed to have issued all his votes for that person, even if that the total number of votes obtained by the candidate exceeds 10 100.
D) If after the second ballot will result unelected 12 people, further ballots shall be made in accordance with the principles set out in this Annex, although after being elected the twelfth 11 people can be without prejudice in paragraph 2, a) of this annex- by a simple majority of the remaining votes. It shall be deemed that all these remaining votes have been directed towards the election of the twelfth director.
3. no African directors.
A) Will they be elected as Directors six persons receiving the highest number of votes cast by Governors representing non-African members, with the exception that will not be considered elected any person who obtains less than 14 100 total voting power of non-African members.
B) If in the first ballot will result unelected six people, a second ballot, which will be considered ineligible candidate who has obtained the smallest number of votes in the previous ballot and where they can be made only issue your vote:
I) Governors that in the previous ballot would have voted for a person not elected; and
Ii) Governors whose votes for an elected person considers that, under paragraph 3, c) of this Annex, have risen above 19 per 100 of the total voting power of non-African members of the votes cast in favor of that person.
Ci) In determining whether the votes cast by a governor have risen above 19 per 100 of the total votes cast for one person, it is estimated that that 19 per 100 includes, first, the votes of governor casting the largest number of votes cast for that person, and then in descending order, the votes of each governor casting the next highest number to reach 19 100.
Relative to the overall increase capital of the African Development Bank and the subscriptions related to the admission of non-African member countries
Resolution No. 06-79, adopted at the V Plenary Session of the Fifteenth Annual Meeting on May 17, 1979
THE BOARD OF GOVERNORS
Considering the articles
5th, 6th, 7.oy 29 of the Constitution of the Bank Agreement;
Recalling its Resolution No. 0/1979, by which it was agreed to amend the Constitution of the Bank, to enable him admission to non-African countries;
Recognizing the need to increase the authorized capital of the Bank to enable the distribution of shares among non-African States wishing to acquire the status of members of the Bank under the Agreement amended Constitution.
Recognizing the need for other current members of the Bank should accept part of the new extension of sufficient capital to preserve the African character of the Bank, in the spirit and letter of Resolution number 2/1978, adopted on 4 May 1978 in Libreville.
AGREE AS FOLLOWS
1. Hereby a social extension of the Bank of 1.22 billion units of account to 5.25 billion units of account is authorized, by issuing 403,000 new shares with a par value of 10,000 units of account (1) each share .
2. The total capital of the Bank will be distributed for subscription between African and non-African members of the Bank, so that capital to place among African members not exceeding 3,500,000,000 units of account and the total amount to be placed between the non-African members not exceeding 1,700,000,000 units of account.
3. A quarter of the total share capital subscribed by each member after the entry into force of this resolution shall be paid shares and three-quarters in callable shares.
4. The capital available for placement among non-African members for subscription will be distributed among the countries listed in Appendix 4 of this resolution according to the number of shares that appear in front of each of them.
5. The capital available for placement between African members will be distributed for subscription as provided in paragraph 2 of Article 6.o Constitution Agreement of the Bank; that is, each member will be assigned a proportion to their share in the share capital of the Bank prior to the entry into force of this resolution.
6. African members may pay the amount of the shares to disburse that have signed by one of the following options:
A) Cash in five annual installments of equal amount, at least 50 per 100 of each payment will be made in convertible currency and the rest in the currency of either country,
B) Payment in five equal annual installments amount, each of which consist of 20 100 in convertible currency, cash, and 80 100 in the form of a debt instrument, non-negotiable and no accrual interest, denominated in units of account of the Bank, which will be redeemable in convertible currency in ten annual installments of the same amount, from the fifth year of the date set for the first time.
shall communicate to the Bank prior to the date of the first term, the option you want to exercise. The first payment will be due thirty days from the date of subscription.
7. Members non-African subscribe and make cash payment of shares that would have been assigned to them, according to the rules governing the admission of non-African countries as members of the Bank, which shall apply simultaneously to the terms of this resolution, insofar as they do not contradict those.
8. Each country has the right to use the votes representing the total of its subscription; however, if you do not attend full or partial payment of an amount corresponding to the subscription of paid-up shares period, the number of votes the member may use will be reduced proportionally in the same ratio as the default save with its total subscription of free shares until the moment it has recovered Delinquency said.
9. The distribution of shares authorized by this Resolution shall take effect on the date of deposit at the Bank's main office before January 1, 1981, from the writings of subscription, under which Member States shall accept actions they have been assigned, or at a later date as determined by the Board of Directors.
10. The extension will be effective only if before January 1, 1981, or on such later date determined by the Board of Directors have met the following requirements:
A) have entered into force amendments to the Constitution Bank Agreement referred to in the resolution on the amendment of the Agreement on the admission of non-African countries.
B) That have entered into force the general rules set in the resolution entitled 'General rules governing the admission of non-African countries as members of the Bank. "
C) a minimum of 34 members have given their agreement to deposit in the Bank of appropriate instruments for the subscription of a minimum of 204,000 shares authorized the expansion of capital in accordance with paragraph 9 of this resolution.
11. Had it not been ratified prior to May 19, 1979 the modification made of special drawing rights (SDRs) the unit of account of the African Development Bank (Resolution 6/1978), its ratification procedure will be deferred for two years from the date on which this resolution should have entered into force. There shall be no obligation with respect to maintaining the value of the shares paid or not paid until such time as the Board of Directors of the African Development Bank has established that the SDRs have been definitively applied as the unit of account applicable to subscriptions IBRD members for the purpose of maintenance of value provisions of its Charter. To the extent that there is no value maintenance, adjustment of the votes will be discussed during the next application of capital, without prejudice to the rights of priority.
12. The President of the Bank, in close contact with the Board of Directors shall take all measures it deems necessary to implement this resolution.
(1) To establish equivalence between the different currencies in which the subscription and units of Bank account is made, national currencies are translated at exchange rates in effect on May 17, 1979, as they have been provided by the International Monetary Fund and listed in the appendix to this resolution and subsequently converted into units of account of the Bank to an exchange rate of one US dollar 1.20635 USA unit.
Concerning the adoption of general rules governing the admission of non-African countries as members of the Bank
Resolution 07-79, adopted at the V Plenary Session of the Fifteenth Annual Meeting on May 17, 1979
THE BOARD OF GOVERNORS
Considering Articles 1st 2nd, 3rd, 5th (3), 6th, 7th, 29 and 60 of the Agreement Establishing the African Development Bank ( "the Agreement Constitution from the bank").
Recalling the terms of resolution of the Board number 02-1978 on resource mobilization by the Bank through the admission of non-African countries as members.
Bearing in mind the steps by the Board for achieving the objectives designed in the resolution; especially the adoption of Resolution No. 06-1979 to increase the authorized capital of the Bank and Resolution No. 05-1979 aimed at making appropriate changes to the Constitution Bank Agreement to enable African countries not enter into it.
Taking note of that in response to the invitation contained in Resolution No. 02-1978, several African countries have expressed interest in accessing the status of members of the Bank.
Recognizing that, to facilitate the admission of these countries, it is essential to establish special rules prescribing the conditions of issue of shares to be subscribed by them and regulating other matters related to this purpose.
Decides to adopt the rules called 'General rules governing the admission of non-African countries as members of the Bank ", which is annexed to this resolution.
GENERAL RULES GOVERNING THE ADMISSION OF AFRICAN COUNTRIES AS MEMBERS OF BANK
Section 1. Conditions for admission of non-African members.
The non-African countries that are or become in the future members of the African Development Fund, or that have made or are making contributions to the African Development Fund under terms and conditions similar to those established in the Agreement of Incorporation conditions African Development can access the status of non-African founding members of the Bank, provided that the January 11, 1981, or on such later date determined by the Board of Directors have met the following requirements:
A) have entered into force amendments to the Constitution Bank Agreement referred to in the resolution on the amendment of the Agreement on the admission of non-African countries.
B) it has taken effect the capital increase authorized under the resolution on said extension and subsequent subscriptions in connection with the admission of non-African countries as members of the Bank.
C) a minimum of ten non-African countries, including at least four countries whose individual contributions to the African Development Fund totaling a minimum of 40,000,000 UC each, have acquiesced in the deposit at the Bank of instruments suitable for subscription of a total of 90,000 shares of capital stock, pursuant to paragraph 2 of this Annex. Capital subscriptions by each African country should not keep a proper relationship with their respective contributions to the African Development Fund and shall comply with the amounts set out in Appendix 4 attached.
Section 2. Subscriptions of capital.
A) The non-African countries on the resolution attached in Appendix 4 may subscribe to a total of 175,000 shares of capital.
B) Each country may agree to subscribe a number of shares not higher than has been assigned in Appendix 4 attached, while stating that the Bank has taken the necessary measures to authorize its subscription and shall provide the Bank the information requested. In exceptional cases, when the subscription agreement can not be provided by a country due to its legislative practice, the Bank may accept a subscription agreement containing the proviso that the said subscription is subject to budget allocation.
C) The subscription of each country to the callable shares shall be made on the following terms and conditions:
I) The subscription price of each share will be 10,000 UC, as provided in subparagraph 1, a), Article 5th Constitution Agreement of the Bank.
Ii) Payment of the amount of paid-up shares that each country has agreed to subscribe shall be made in five annual installments of equal amount in convertible currency, cash or effects payable on demand at the request of the Bank. The first payment is made within thirty days after admission as a member and the rest in four annual installments.
Iii) Each deferred payment will be made entirely in the currency of the subscribing country which shall make arrangements satisfactory to the Bank deems ensure that the currency in question is freely convertible currency from other countries to serve the purposes of Bank operations.
D) The subscription of each country to the callable shares shall be made on the following terms and conditions:
I) The subscription price of each share will be 10,000 UC, as provided in subparagraph 1, a), Article 5th Constitution Agreement of the Bank.
Ii) The subscription of each country to the callable shares shall be effective prior deposit of an instrument of subscription certifying unqualified obligation to meet any payment requested by the Bank under the provisions of the Constitution of the Bank Agreement . In exceptional cases, when a country is unable to provide this obligation unqualified due to its legislative practice, the Bank may accept an instrument of subscription stating except that the subscription of callable capital is subject to budget allocation. For the purposes of these general rules it will be referred to this 'conditional' subscription, although it is understood that becomes "unqualified" to the extent that the country concerned to inform the Bank having obtained the budgetary allocation.
E) Each country has the right to use the votes representing the total shares that have signed, however, if not attend whole or in part, payment of a period to the subscription of the shares paid the number of votes the member may be proportionally reduced use is in the same ratio as the non-payment bears to the aggregate subscription of paid-up shares until the time they have recovered Delinquency said.
Paragraph 3. Requirements for obtaining the status of non-African member.
A non-African country may become a member of the Bank provided that:
A) The Board of Directors has established that they have met all the conditions set out in paragraph 1 of this Annex.
B) Have entered into force these general rules as provided in paragraph 8; and
C) The President declared that the country in question has met all the following requirements:
I) That its legal representative has signed the original Constitution of the Bank Agreement, deposited with the Secretary General of the United Nations.
Ii) deposit near the depositary of the Agreement of Incorporation of the Bank an instrument stating that it has accepted or ratified, under its laws, the aforementioned Agreement and all terms and conditions set out in these Rules general and has taken steps to fulfill all its obligations under the Agreement of Incorporation of the Bank and of these general Standards; and
Iii) it has declared that the Bank has taken the necessary steps to sign the Agreement and deposit the Bank constitution writing of acceptance or ratification referred to in paragraphs i) and ii) "supra". And that the Bank has provided the information requested by him in relation to these measures.
Section 4. Additional non-African countries.
The non-African countries not listed in Appendix 4 may obtain the status of members of the Bank in the terms determined by the Board of Governors. The latter set both the number of paid-up shares and callable that these additional countries outside Africa may subscribe the share capital of the Bank as their respective contributions to the African Development Fund, for which purpose present conditions of subscription and contribution of non-African countries which listed in Appendix 4 which is attached to this Annex.
Section 5. Capital unsubscribed.
The capital provided in paragraph 2, a), of these general rules that have not been subscribed by non-African countries listed in Appendix 4 or additional non-African countries, in accordance with the provisions in section 4 of this Annex, within two years from the date of entry into force of these general rules, it may be subscribed by non-African countries which are members of the Bank at that time. Each of these countries will be entitled to subscribe for a portion of available capital equivalent to the proportion which already subscribed capital to total capital available for non-African members. In each subscription ratio paid-up capital is not paid matendrá while a fair relationship between their contributions to the African Development Fund and capital subscriptions provided in these general rules.
Section 6. Special Quorum, voting and representation potential.
A) the agreement of the majority of the total number of Governors of the non-African members representing at least three quarters of the total voting power of non-African member countries to approve any change affecting the following aspects will be required of Bank Charter Agreement:
I) The number of Governors to be appointed by non-African member countries.
Ii) The relationship between the number of African and non-African directors.
Iii) The number of directors to be chosen by the governors of the non-African member countries, in accordance with paragraph 1 of Article 33 of the Agreement of Incorporation of the Bank.
B) The share capital voting available to be subscribed by non-African members shall not exceed 33 1/3 100 of the total voting power of the member countries; for it, and without prejudice to paragraph 4 of Article 5 of the Agreement of Incorporation of the Bank, any resolution of the Board of Governors regarding a capital increase of the Bank shall specify that:
I) In order to prevent the potential voting of African members is below the established percentage, any member of this group may subscribe to shares offered to another group member who does not want subscribe them himself, and || |
Ii) Any member of the group of non-African countries may subscribe to shares offered to another group member who does not want subscribe them himself;
C) In the General Statutes or the Regulations of the Board of Directors the appointment of a Director accidental that mitigates the holder Director will be contemplated when he or his deputy not being able to attend a meeting of the Board of Directors.
Section 7. Maintenance of value (1).
If the demand by which it is made of special drawing rights (SDRs) the unit of account of the African Development Bank (Resolution 06-78) is not ratified before 19 May 1979, the ratification procedure it will be postponed for two years from the date on which these general rules should have entered into force. There shall be no obligation regarding the maintenance of the value of paid-up shares and callable until such time as the Board of Directors of the African Development Bank has established that the SDRs have been definitively applied as unit of account applicable to subscriptions of members in the IBRD, for the purpose of maintenance of value provisions of its Charter. To the extent that there is no value maintenance, adjustment of the votes will be discussed during the next capital, without prejudice to the rights of priority.
Section 8. Entry into force.
These general rules enter into force only after the Board of Directors has established that they have met all the conditions of paragraph 1 of this Annex, and that the President has declared that a minimum of ten non-African countries has satisfied all the requirements of paragraph 3, c) thereof.
(1) To establish equivalence between the different currencies in which subscriptions and units of Bank account national currencies are translated at exchange rates in effect on May 17, 1979 is carried out, as have been provided by the International Monetary Fund and listed in Appendix 4 of this resolution and subsequently converted into units of account of the Bank to an exchange rate of US dollar unit cuonta 1.20635.
Initial subscription of non-African countries *
(In authorized share capital of the Bank)
Number of shares
1 CU = 1.20635
338 246 184 shillings
9. Federal Republic of Germany
111 201 729 032 lire
5,197 crowns **
20. United States
* Note General Council: The list of the percentage underwritten by non-African countries likely to become members, contained in the second column of this table was submitted to the Board of Governors, while the resolution on general conditions for the admission of non-African countries, it is considered an integral part of that resolution. Following the formula for calculating the amounts to be subscribed, the CFO provisionally stipulated the figures in columns 3 to 9 of this table.
** Exchange rate on 18 May 1979.