Rs 0.972.2 The 4 December 1965 Agreement Establishing The Asian Development Bank

Original Language Title: RS 0.972.2 Accord du 4 décembre 1965 portant création de la Banque asiatique de développement

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0.972.2 translation of the original English text agreement establishing the Asian Development Bank concluded in Manila on December 4, 1965, approved by the Federal Assembly on 5 December 1967 Instrument of acceptance deposited on 29 December 1967 by the Switzerland entered into force for the Switzerland on 31 December 1967 (State on May 11, 2006) the Contracting Parties, considering that it is important to cooperate more closely on the plan economic for use at best resources and to accelerate the development economic Asia and the far East, conscious of the need to provide additional capital for the development of the region by mobilizing the funds and other resources available both inside and outside of it, and seeking to create and maintain conditions in order to increase the volume of domestic savings and external capital for development Recognizing that it is important to foster the harmonious growth of the economy of the Member countries of the region and the expansion of their trade, convinced that the creation of a financial institution to basically Asian character would help to achieve these purposes, have agreed to establish hereby the Asian Development Bank (hereinafter "the Bank"), which will be governed by the following statutes : Chapter I purpose, functions and members art. 1 purpose the purpose of the Bank is to foster growth and economic cooperation in the region of Asia and the far East (hereinafter 'the region') and contribute to accelerate the process of economic development of the countries in the process of development in the region, collectively and individually. For the purposes of this agreement, the expressions "region of Asia and the far East" and "area" means the territories of Asia and the far East, understood in the terms of reference of the Economic Commission of the United Nations Asia and far East.

Art. 2 functions to achieve his goal, the Bank has the following responsibilities: i) promote investment in the region of public and private capital for development purposes; ii) use available resources to fund the development of member countries in the process of development in the region, giving priority to the projects and regional, subregional and national programmes likely to contribute more effectively to the harmonious economic growth of the region as a whole and in taking particular account of the needs of the smaller Member countries and the least developed countries in the region; iii) help, upon their request, Member States in the region to coordinate their policies and their development plans to improve the use of their resources, make their complementary economies and the expansion ordered their foreign trade ((in particular intra-regional; iv) provide technical assistance for the development, financing and execution of projects and programs development, and particularly for the development of proposals for projects identified; v) cooperate, in the manner as the Bank finds appropriate, under the provisions of this agreement, with the Organization of the United Nations, its organs and its subsidiary bodies (, including in particular the Economic Commission for Asia and the far East, and with international public organizations and other international institutions, as well as with national, public or private, institutions dealing with capital investment in the region with a view to its development, and interested organizations and institutions to the new possibilities of investment and assistance; vi) undertake any other activities and provide all other services that can help him achieve his goal.

Art. 3 members 1. May be members of the Bank: i) members and associate members of the Economic Commission of the United Nations Asia and far East; (ii) other countries in the region and not located in developed countries that are members of the Organization of the United Nations or of one of its specialized agencies.
2. the countries which may become members by virtue of the by. 1 of the present article but who do not become it in accordance with the provisions of art. 64 of this agreement may be admitted, according to the terms and conditions that fixed the Bank, part of the Bank by a vote affirmative two-thirds of the total number of Governors, representing at least three quarters of the total number of votes attributed to Member States.
3. the application for admission to the Bank of associate members of the Economic Commission of the United Nations for Asia and the far East which are not responsible for the conduct of their international relations is presented by the Member of the Bank responsible for the international relations of the candidate and is accompanied by an act by which the Member is committed, until the candidate has assumed himself this responsibility to be responsible for all obligations that may be the responsibility of the candidate that he is admitted to membership of the Bank and that he enjoys the benefits attached. For the purposes of this agreement, the term 'country' means also any territory which is an associate member of the Economic Commission of the United Nations Asia and far East.

Chapter II Capital art. 4 authorized capital 1. The authorized capital of the Bank is $ 1 billion ($ 1000 000 000) of the United States of the weight and fineness in effect on January 31, 1966. For the purposes of this agreement, we'll hear per dollar the US dollar whose value is indicated above. The authorized capital is divided into one hundred thousand (100,000) shares of a par value of ten thousand dollars ($ 10,000) each, which are available to subscription members only in accordance with the provisions of article 5 of this agreement.
2. the original authorized capital stock consists of actions to free completely and subject to appeal actions. To release fully shares have an overall value of 500 million dollars ($ 500 000 000) au and subject to appeal actions a comprehensive the par value of 500 million dollars ($ 500 000 000).
3. the capital stock authorized of the Bank can be increased, at the time, and according to the terms and conditions deemed appropriate, by a decision of the Governing Council taken by a majority of two thirds of the total number of Governors, representing at least three quarters of the total number of votes allocated to Member States.

Art. 5 shares 1. Each member country agrees its part of shares in the capital of the Bank. The subscription of each Member in the initial authorized capital consists, in equal parts, of actions to free completely and subject to appeal actions. The initial number of shares to subscribe by countries which become members of the Bank in accordance with the provisions of art. 64 of the present agreement is indicated in Annex A of this agreement. The initial number of shares to subscribe by countries admitted to membership in accordance with the provisions of the by. 2 of art. 3 of this agreement is determined by the Board of Governors, provided, however, that no subscription is allowed which would have the effect of bringing the capital share held by members in the region less than sixty (60) percent of the total amount of the subscribed capital stock.
2. the Board of Governors reviews, at intervals of at least five (5) years, the capital stock of the Bank. In the increase in the authorized share capital, each Member may, as reason, according to the terms and conditions determined by the Board of Governors, purchase a fraction of the increase equivalent to the ratio between the amount already agreed and the amount of the share capital total as he moved immediately before the increase, provided, however, that this provision is not applicable to an increase , or part of the increase, which has authorized share capital for the sole purpose of giving effect to a decision by the Board of Governors to the title of by. 1 and 3 of this article. No member is required to subscribe a fraction any increase of the share capital.
3. the Board of Governors may, at the request of a member, increase the subscription of that Member under the terms and conditions fixed by the Board of Governors, provided, however, that no Member is allowed to increase its subscription if this increase is to reduce the share of the capital stock held by members from the region within sixty (60) percent of the total amount of the subscribed capital stock. The Board of Governors especially takes into account the request of any member from the region who has less than six (6) % of the subscribed capital stock, in order to increase the share of that capital that is.
4. the shares subscribed by member countries are issued at par. The other shares are issued at par unless the Board of Governors, by a majority of the total number of Governors, representing the majority of the total number of the votes allocated to the Member States, decides otherwise in special circumstances.

5. the actions must be given as collateral or encumbered charges in any way whatsoever, and they cannot be transferred to the Bank, in accordance with the provisions of Chapter VII of this agreement.
6. the liability of the members for the actions of the Bank is limited to the part not paid their issue price.
7. no member country can, by virtue of his membership, be held responsible for the obligations of the Bank.

Art. 6 payment of subscriptions 1. The amount that each party to this agreement which became a member in accordance with art. 64 initially subscribed to the capital stock of the Bank to release fully paid in five (5) instalments, each representing twenty (20) % of the said amount. The first instalment is paid by each member country within thirty (30) days after the entry into force of this agreement, or on or before the date of the deposit, on his behalf, of its instrument of ratification or acceptance in accordance with the by. 1 of art. 64, according to one of the two dates that is later than the other. The second payment is due one (1) year after the entry into force of this agreement. Three (3) final payments become due, successively, one (1) year after the date of expiration of the previous instalment.
(2 on each payment made in settlement of an initial subscriptions to the initial authorized share capital (a) fifty (50) % are paid in gold or currency convertible; b) fifty (50) percent in the currency of the Member countries.

3. the Bank accepts any country member of the commercial paper or any other bonds issued by the Government of the Member countries, or by the Depositary designated by him, in lieu of the amount to be paid in the currency of the Member countries according to the by. 2, b, of this article, as long as this currency is not necessary for the conduct of its operations at the Bank. These tickets or vouchers are not negotiable, carry no interest and are payable to the Bank and their face value on request. Subject to the provisions of the by. 2, ii, art. 24, calls on these tickets or vouchers payable in convertible currencies fall, within a reasonable time, on a uniform all these tickets or good percentage.
4. each payment made by a Member State in its national currency under the terms of the by. 2, b, of this article shall amount to one amount that the Bank, after consultation with the international monetary fund if it deems necessary and using, where appropriate, the value set with the international monetary fund, au determines as equivalent to the full value calculated in dollars, the fraction of the subscribed amount makes the purpose of the payment. The down payment is an amount that the Member considers appropriate under this provision but is subject to adjustment, to be made within 90 days of the due date of payment, the Bank determined as being necessary to constitute the full dollar equivalent of this payment.
5. the amounts subscribed to the callable capital stock of the Bank are being appealed under the terms and on the dates fixed by the Bank when she needs to deal with the commitments arising from the al. II and iv of the art. 11, provided that such commitments correspond either to loans whose funds have been incorporated into the ordinary capital of the Bank resources, safeguards that commit these resources.
6. in the event that the appeal mentioned in the by. 5 of this section is made, the payment may be, at the option of the Member country concerned, in gold, in convertible currency or in the currency necessary to allow the Bank to fulfil the obligations that prompted the call. The calls on uncleared subscriptions are on a uniform percentage of all of the shares subject to the appeal.
7. the Bank determines the place takes the place of any payment under this section, being understood that, until the inaugural meeting of the Board of Governors, the first instalment referred to the by. 1 of this section is made to the Secretary general of the Organization of the United Nations, as agent of the Bank.

Art. 7 ordinary capital resources for the purposes of this agreement, the term 'ordinary capital resources' of the Bank means: i) authorized share capital of the Bank, including both the entirely free and subject to appeal shares subscribed in accordance with the provisions of art. 5 of this agreement, except for amounts which may be assigned to one or several special funds in accordance with the provisions of the by. 1, i, art. 19 of this agreement; ii) funds which come from loans made by the Bank under the powers provided for by the provisions of para. i of the art. 21 of this agreement, and which apply the provisions of the by. 5 of art. 6 of this agreement regarding the duty of appeal; iii) funds received in repayment of loans or guarantees granted on the resources referred to in paras. i and ii of this article; iv) income from loans made on the above funds or those of the guarantees to which apply the provisions of the by. 5 of art. 6 of this agreement regarding the duty of appeal; v) all other funds or income received by the Bank that are not part of its special funds referred to in art. 20 of this agreement.

Chapter III Operations art. 8 use of resources and facilities of the Bank are used exclusively to allow him to achieve the goal and to carry out the functions set out in art. 1 and 2, respectively, of this agreement.

Art. 9 regular operations and special operations 1. The Bank's operations include ordinary operations and special operations.
2. the ordinary operations are financed through the ordinary capital resources of the Bank.
3. special operations are financed by special funds resources referred to in art. 20 of this agreement.

Art. 10 separation of operations 1. The ordinary capital resources of the Bank are always and in all ways held, used, committed, invested or otherwise used quite separately from the resources from special funds. The financial statements of the Bank are separately appear ordinary operations and special operations.
2. the ordinary capital resources of the Bank are in no way engaged or used to cover losses or commitments with special operations or other activities for which special funds resources were originally used or committed.
3. expenses that result directly from ordinary operations are charged to the ordinary capital resources of the Bank. Expenditures arising directly to special operations are charged to special funds resources. All other expenses are charged as the Bank so decides.

Art. 11 beneficiaries and operating methods subject to the conditions set out in this agreement, the Bank may provide financing or facilities for the purpose of obtaining such means, any member country, any public body or administrative sub-division or policy of that country, or any institution or company located in the territory of a Member State, as well as to organizations or international or regional institutions who are interested in the economic development of the region. The Bank may perform these operations one any of the following ways: i) by providing direct loans, or by participating in such loans, through its capital released and uncommitted and subject to the provisions of art. 17 of this agreement, its reserves and surpluses retained earnings; or through the uncommitted special funds resources; ii) through direct lending, or participating in such loans, through funds obtained by the Bank on the capital markets, or borrowed or acquired by it in any other way to integrate them in its ordinary capital resources; iii) by investing the funds referred to in paras. i and ii above in the share capital of an institution or company, with the understanding that such an investment is made when the Board of Governors, by a majority of the total number of Governors, representing the majority of the total number of the votes allocated to the Member States, decides that the Bank is able to undertake such operations; ouiv) ensuring the title of first or second Italy, in whole or in part, loans made by others for purposes of economic development, and in which it participates.

Art. 12 limits of ordinary operations 1. Total outstanding associated loans, underwriting of shares and guarantee operations carried out by the Bank in respect of its ordinary operations shall at no time exceed the total amount of the capital subscribed and unencumbered Bank, reserves and assets included in its regular resources in capital, with the exception however of the special reserve provided for in art. 17 of this agreement and other reserves not usable for ordinary operations.

2. in the case of loans made on funds borrowed by the Bank, to which apply the provisions of the by. 5 of art. 6 of this agreement regarding the obligation to call, the total amount of the main remaining to be addressed and payable to the Bank in a given currency shall at no time exceed the total principal amount outstanding to the Fund that the Bank has borrowed and which are refundable in the same currency.
3. in the case of funds invested in social capital through regular resources in capital of the Bank, the total amount invested is not ten (10) % of the total amount of capital unencumbered Bank to release completely, which was actually released, at one point, increased reserves and assets included in its ordinary capital resources excluding however the special reserve provided for in art. 17 of this agreement.
4. the amount of any investment in social capital does not exceed the percentage set by the Board of Governors for each specific case, of the social capital of the institution or company interested. The Bank does not ensure, thanks to these investments, a participation that is dominant in the institution or the company in question, unless this is necessary to safeguard the Bank's investment.

Art. 13 provision of currencies for direct loans when it provides direct loans or participates in their grant, the Bank can ensure the financing of one or the other of the following: i) by providing the borrower with currencies, other than the Member country on whose territory the proposed project must be performed (this one being referred to as 'local currency') (, which are necessary to cover the expenses in foreign currencies caused by the said project; ii) by providing financial resources to cover local expenses involved in the project in question, when it can do that by providing local currency without selling a part any of its assets in gold or convertible currency. In special cases where, in the opinion of the Bank, this project results, or may result, loss or undue hardship for the balance of payments of the Member country on whose territory the project shall be executed, the financial means granted by the Bank to cover local costs may be established by currencies other than of that Member country; in such cases, the amount of funds granted by the Bank for this purpose does not exceed a reasonable fraction of total local expenditures incurred by the borrower.

Art. 14 principles of management in its operations, the Bank shall comply with the following principles: i) the Bank's operations are primarily intended to ensure the financing of specific projects, including those that are part of a national, subregional or regional development program. The Bank may however provide loans to national development or other appropriate institutions banks, or guarantee loans to those banks or institutions, to enable them to finance projects specific development for which the necessary funds are not, in his opinion, important enough that she has to intervene directly; ii) in the choice of appropriate projects the Bank is always guided by the provisions of subparagraph ii of art. (2 of this agreement; iii) If a member country is opposed to what the Bank is financing a project on its territory, the Bank does not finance this project; iv) prior to the granting of a loan, the applicant must have filed an application to this effect, and the President of the Bank must have presented to the Board a written report, and its recommendations ((, on the basis of a study made by the Bank's services; v) for the review of an application for loan or guarantee, the Bank takes into account the possibility that the borrower to obtain addition funds would be or account necessary facilities, conditions and terms as it deems reasonable for him, in the light of all relevant factors; vi) Bank ((, by granting or guaranteeing a loan, takes due account of the ability of the borrower and, if any, its guarantor, to meet their commitments in respect of the loan; vii) the, by granting or guaranteeing a loan, bank interest rates, other expenses and repayment of the principal plan seem well suited to the nature of the loan; viii) when it guarantees loans from other donors funds (, or the purchase of securities, the Bank receives suitable for risk compensation that she assumes; ix) the proceeds of any loan, investment or other financing operations undertaken as part of the regular operations of the Bank or through the Special Fund established by it in accordance of the by. 1, i, art. 19, is devoted only to the purchase of goods and services produced in member countries, unless the Board, by a majority of Directors representing at least two thirds of the total number of the votes allocated to the Member States, decides to authorize the purchase, in a country not a member, of goods and services produced in a non-member country, if special circumstances justify such a purchase ((, especially in the case of a non-member country that provided significant funds to the Bank; x) when the Bank agrees a direct loan, it allows the borrower to draw on the money so provided only to cover expenses related to the project, as, and as they sound performed; xi) the Bank has taken steps to ensure that the proceeds of a loan any granted or guaranteed by it ((, or with his participation, is used exclusively for the purposes for which said ready has been granted, giving the important which is due; xii to considerations of economy and performance) the Bank takes due account of the fact that it is desirable to avoid a disproportionate share of its resources to be used for the benefit of one any of its members; xiii) the Bank shall maintain reasonable diversification in its investments in social capital; she assumes no responsibility in the direction of an institution or company where she has placed funds, except when it is necessary to safeguard its investments; xiv) the Bank is inspired in its operations, the principles of sound banking management.

Art. 15 terms and conditions of direct loans and guarantees 1. In the case of loans directly granted or guaranteed by the Bank, or with his participation, the contract determines, in accordance with the management principles set out in art. 14 of this agreement and under the other provisions of this agreement, the terms and conditions relating to the loan or the guarantee in question, particularly with regard to the payment of the principal, interest and other expenses, as well as the deadlines and dates of regulations relating to the loan, or the royalties and other charges relating to the guarantee. In particular, the contract provides that, subject to the provisions of the by. 3 of this section, all payments made to the Bank in respect of the contract are made in the currency loaned at least in the case of a direct loan or guarantee granted under special targeted funding operations at the by. 1, ii, art. 19, the relevant rules and regulations of the Bank provide otherwise. Security agreements also provide that the Bank may put an end to its responsibility for the interests if, in case of default of the borrower and, as appropriate, the guarantor, it is offered to buy bonds or other securities guaranteed at par, plus of interest due on a date specified in its offer.
2. in case the beneficiary of a loan or guarantee is not itself a member country, the Bank may, if it deems appropriate, require that the country on the territory of which the project should be run, or a public body or a public institution any of that country, which is approved by the Bank, to guarantee the repayment of principal and payment of interest and other costs , under the terms of the loan.
3. the loan or guarantee contract expressly indicates the currency in which must be made all payments that are due to the Bank under the terms of the contract. However, these payments can still, at the option of the borrower, be made in gold or convertible currency.

Art. 16 commission and fees 1. In addition to the interest, the bank charges a commission on direct loans it grants or loans in which it is involved as part of its ordinary operations. This commission, payable at regular intervals, is based on the outstanding amount of each loan or participation in at least one (1) percent per year rate, unless the Bank, after its first five (5) years of operations, decided to reduce this minimum rate by a majority of two thirds of Member States, representing at least three quarters of the total number of votes attributed to Member States.
2 when she secures a loan as part of its regular operations, the Bank collects, on the amount not repaid the loan, a guarantee fee, payable at regular intervals, which the Board of Directors determines the rate.

3 other fees to be paid to the Bank in respect of its regular operations, as well as commissions, royalties of warranty and various charges relating to its special operations, are fixed by the Board of Directors.

Art. 17 special reserve the amount of commissions and the guarantee fees charged by the Bank under art. 16 of this agreement consists in special reserve bank guard to meet its commitments in accordance with art. 18 of the agreement. The special reserve is maintained in a State of liquidity in such form as the Board of Directors decides.

Art. 18 methods for the Bank to meet its liabilities 1. In case of default on some loans made or guaranteed by the Bank or with his participation, in its ordinary operations, the Bank takes all measures it deems appropriate to amend the terms of these loans, other than the currency of repayment.
2. If you want to break free, by way of redemption of its commitments to its loans or guarantees to the title of paragraphs ii and iv of the art. 11 due to its regular resources, the Bank may charge the payment: i) first on the special reserve provided for in art. 17; ii) then, whenever necessary and at its own initiative, on the other, active and capital reserves available to it.

3. the Bank may, in accordance with the by. 6 and 7 of art. 6 of this agreement, call an appropriate amount on the subscribed capital called and callable whenever necessary to deal with contractual payments of interest, other charges or depreciation related to the borrowing as part of its ordinary operations, or to fulfil its commitments to receive similar payments due on its ordinary capital resources , on loans that it guaranteed.
4. in the case of a default on a loan granted on borrowed funds or guaranteed by the Bank in its ordinary operations, the Bank may, if it considers that the defect may be long term, call an additional fraction of the callable capital, which may not exceed, for one (1) year one (1) percent of total subscriptions of member countries ((: i) to break free, by way of redemption before maturity, or in any other way, of its commitments to the whole or part of the principal not repaid a loan it has guaranteed and the debtor is in default; ii) to break free, by way of purchase or in any other way, of its commitments to the whole or a part of its own outstanding loans.

5. If the subscribed and callable capital stock is entirely called in application of by. 3 and 4 of this article, the Bank may, if this is necessary for the purposes referred to the by. 3 of this article, use or trade the currency of any Member State without restriction, including the restrictions in the by. 2, i, and ii of the art. 24 art. 19 special funds 1. The Bank may i) book, following a decision taken by the majority two-thirds of the total number of Governors, representing at least three quarters of the total number of the votes allocated to the Member States, an amount not exceeding not ten (10) % of the proportion of the capital fully paid-up and unencumbered Bank paid by members under para. has the by. 2 of art. 6, and ten (10) % of the proportion of this capital paid under para. b of the by. 2 of art. 6, and allocate this amount to one or more special funds; ii) accept the management of special funds to serve its purpose as part of his duties.

2. the Special Fund created by the Bank under the provisions of subparagraph i of paragraph 1 of this article can be used to grant purposes with an order of priority in the work of development, loans characterised, compared to those who are granted by the Bank in its ordinary operations or guarantee for a longer maturity, a more remote date of first payment and a lower interest rate. These funds can also be used on such other terms and conditions, which are not incompatible with the provisions of this agreement or with the fact that these funds must have the character of working capital, the Bank may decide during the creation of these funds.
3. special funds accepted by the Bank by virtue of the by. 1, ii, this section can be used in any manner and with all terms and conditions that are not incompatible with the purpose of the Bank or the agreement establishing such funds.
4. the Bank shall adopt the rules and special regulations that may be needed to create, manage, and use each special fund. These rules and regulations are consistent with the provisions of this agreement, with the exception of the provisions that apply specifically to the only regular operations of the Bank.

Art. 20 resources from special funds for the purposes of this agreement, the term "special funds resources" means resources of any special fund and includes: a) the resources from the capital to free completely and assigned to a special or affected the original funds in any other way, to a special fund; b) funds accepted by the Bank to be built into a special fund; c) funds repaid on loans or guarantees financed resources a special fund, and who make return audit funds in accordance with the rules and regulations applicable to this Fund Bank; d) income from operations by which the Bank employs or committed some resources or some of the above funds if, in accordance with the rules and regulations applicable to the interested special fund Bank, fund income return; e) all other resources that are available to a special fund.

Chapter IV borrowing powers and other powers art. 21 General powers in addition to the powers assigned to him by other provisions of this agreement, the Bank is entitled to: i) borrow funds in member countries or elsewhere and, in this regard, to provide all guarantees or other securities as it deems appropriate, subject that: has) before giving its obligations in the territory of a member country, she obtained the consent of that country (((b) when its bonds must be denominated in the currency of a member country, she obtained the consent of that country, c) she gets has the consent of the countries referred to in paragraphs and without restriction, b of this paragraph so that the funds borrowed can be changed in the currency of any country member, d) before deciding to transfer its obligations in the territory of a given country , the Bank examines the amount of loans previously made, if any, in this country, the amount of loans made before in other countries and the possibility of finding funds in those other countries; It also takes into account the general principle that borrowings should be distributed on the geographical basis as possible;

((ii) buy and sell the securities it has issued or guaranteed or in which she has placed funds, subject to the concurrence of the Member country on whose territory such securities must be purchased or sold; iii) guarantee securities in which it investments, to facilitate the sale; iv) purchase securities issued by an institution or a company for a purpose consistent with the general purpose of the Bank ((, or participate in the purchase of these securities; v) place on the territory of Member States the funds it needs for its operations, obligations it determines, issued by member countries or their nationals, and invest in marketable securities issued by member countries or their nationals pension funds or similar funds held; vi) give advice and technical assistance that serve its purposes and are part of its functions and When expenditures caused by these services are not refundable, charge them to the net income of the Bank; During its five (5) years of operations, the Bank may spend up to two (2) percent of its capital to the provision of such services on a non-refundable basis; vii) exercise all other powers and establish all rules and all regulations necessary or appropriate to serve his purpose and perform its functions, in accordance with the provisions of this agreement.

Art. 22 notice before appear on the titles it is clearly stated on the front of all title guaranteed or issued by the Bank, that this title is not a commitment to a government whatsoever, unless the responsibility of a determined Government is actually committed, in which case express reference is scope on title.

Chapter V currencies art. 23 determination of convertibility when it is necessary, under the terms of this agreement, to determine whether a currency is convertible, onus is on the Bank to do so after consultation with the international monetary fund.

Art. 24 currencies 1 job. Member States may not maintain or impose restrictions on the ability of the Bank, or of anyone who receives her funds, to hold or use to payments in any country, the following resources:

(i) the gold or convertible currency that the Bank receives in payment of subscriptions to its capital stock, with the exception of payments made by Member States in accordance with para. b of the by. 2 of art. 6 and subject to restrictions in accordance with paras. i and ii of the by. (2 below; ii) currencies of member countries purchased with availability in gold or convertible currency referred to in the preceding paragraph; iii) currencies the Bank gets by way of loan, in accordance with paragraph i of the art. 21 of this agreement, its resources into ordinary capital; iv) Gold or currencies that the Bank receives in amortization of the principal and payment of interest, dividends or other charges for loans or investments made through the funds referred to in subparagraphs i to iii of this paragraph or in payment of commissions or royalties related to guarantees she has given; v) currencies other than his one Member country receives from the Bank in the event of distribution of the net income of the Bank in accordance with art. 40 of this agreement.

2. Member States may maintain or impose restrictions on the ability of the Bank, or anyone who receives her money, to hold or use to payments in any country, the currency of a member country, received by the Bank, that does not fit under the provisions of the preceding paragraph, unless: i) as a member of developing country (, after consultation with the Bank and subject to periodic review carried out by it, restrict, in whole or in part, employment of this currency for the payment of goods or services produced on its territory and intended to be used on site; ii) than other Member countries whose subscription is indicated in part A of Schedule A of this agreement and that exports of industrial products represent a substantial total exports does file, along with its instrument of ratification or acceptance, a statement expressing the wish that the use of the fraction of its subscription paid in accordance with para. b of the by. 2 of art. 6 is restricted, in whole or in part, in payment of goods or services in its territory, provided that these restrictions are periodically subject to scrutiny on the part of the Bank and consultations with her, and that all purchases of goods or services carried out on the territory of that Member State, subject to the usual supply-side competitiveness consideration be charged firstly on the fraction of the subscription paid in accordance with para. b of the by. 2 of art. 6; or III) that this currency is part of special funds resources available to the Bank in respect of the al. II of the by. 1 of art. 19 and that its use be subject to special regulations and rules.

3. Member States may maintain or impose restrictions on the ability of the Bank to hold or to use depreciation, either for advance payments, or to buy back all or part of its obligations, currencies received by the Bank in repayment of direct loans from its ordinary capital resources, on condition however that so that the share capital of the Bank subscribed and subject to appeal has been fully called, this faculty is subject to the restrictions in the by. 2, i, of this article, except for what is bonds payable in the currency of the Member countries.
(4. the Bank does not use gold or currencies it holds to buy other currencies of its Member States or non-member countries, if not: i) to meet its obligations in the normal course of its activities; ouii) following a decision taken by the Board of directors by a majority of Directors representing at least two thirds of the total number of the voting power of member countries.

5. nothing in this section prohibits the Bank to use the currency of a member country for administrative expenses assumed by it in the territory of that Member country.

Art. 25 maintaining the value of the assets of the Bank in foreign currency 1. When has) to the international monetary fund, the nominal value of the currency of a member to the dollar, as defined in art. 4 of this agreement, is reduced, or b) in the opinion of the Bank, after consultation with the international monetary fund, the exchange rate of the currency of a member country has undergone a significant depreciation, the Member country pays to the Bank, within a reasonable time, the additional amount of currency needed to maintain the value of all assets that the Bank holds in that currency ((, excluding a) funds she acquired through borrowing and b) unless otherwise provided in the agreement on the establishment of these funds, special funds resources allowed by the Bank in the application of the by. 1, ii, art. 19 2. When a) to the international monetary fund, the nominal value of the currency of a member by dollar audit report is increased, or b) in the opinion of the Bank, after consultation with the international monetary fund, the exchange rate of the currency of a member country has experienced a significant recovery, the Bank reverse audit country member, within a reasonable time ((, the amount of its currency needed to adjust the value of all assets held by the Bank in that currency, excluding a) funds she acquired through borrowing and b) unless otherwise provided in the agreement on the establishment of these funds, special funds resources accepted by the Bank in application of the by. 1, ii, art. 19 3. The Bank may waive the provisions of this section when the face value of the currencies of all Member States is changed in a uniform proportion.

Chapter VI Organization and management art. 26 structure the Bank has a Board of Governors, a Board of Directors, a President, a Vice President at least, as well as officials and trial personnel.

Art. 27 Board of Governors: composition 1. Each member country is represented on the Board of Governors and shall appoint a Governor and a Deputy. Every Governor and every deputy serves at the discretion of the Member State which appointed them. No alternate has the right to vote, except in the absence of the incumbent Governor. At its annual session, the Council chooses among Governors a President who remains in office until the election of the next President to the next annual session of the Board.
2. Governors and alternates shall hold their offices without receiving compensation from the Bank, but the Bank may take over, to a reasonable extent, the expenses incurred by them to attend meetings.

Art. 28 Board of Governors: powers 1. All the powers of the Bank are vested in the Board of Governors.
2. the Board of Governors may delegate part or all of its powers to the Board of Directors, with the exception of the powers: i) admit new members and to stop the conditions of their admission; ii) to increase or to reduce the authorized capital of the Bank; iii) to pronounce the suspension of a member country; iv) to decide if the call interpretations or applications data to this agreement by the Board of Directors; v) to allow the adoption of agreements of cooperation of character General with other international organizations; vi) elect the directors and the President of the Bank; vii) to fix the remuneration of the directors and their deputies as well as the treatment and the terms of the contract of employment of the President; viii) approve, after reviewing the report of Auditors Auditors, the general balance sheet and the profit and loss account of the Bank; ix) to determine the amount of the reserves and the distribution of the net profits of the Bank; x) (modify this agreement; xi) decide to terminate the operations of the Bank and to distribute its assets; xii) exercise all other powers conferred by this agreement expressly to the Board of Governors.

3. the Board of Governors retains all powers to exercise its authority on all issues he has delegated to the Board of Directors according to the by. 2 of the present article.
4. for the purposes of the present agreement, the Board of Governors may, by a majority of two thirds of the total number of Governors, representing at least three quarters of the total number of votes allocated to member countries, periodically determine the country or members of the Bank that must be considered as being developed or developing based on appropriate economic considerations.

Art. 29 Board of Governors: procedure 1. The Board of Governors holds an annual meeting and all others assembled that he may decide to hold or that the Board of Directors may convene. The Board of Directors shall convene meetings of the Board of Governors when five (5) members of the Bank request.
2. the quorum for any meeting of the Board of Governors, is reached when a majority of the Governors are present, provided that their number is at least two thirds of the total number of votes attributed to Member States.

3. the Board of Governors may, by regulation, establish a procedure whereby the Board of Directors, when he deems it appropriate, to obtain a vote of the Governors on a question without calling a meeting of the Board of Governors.
4. the Board of Governors and the Board of Directors, insofar as the latter is authorized, can create subsidiary bodies necessary or appropriate to the conduct of the Affairs of the Bank.

Art. 30 Board of Directors: composition 1. ((i) the Board of Directors consists of ten (10) members, who are not part of the Board of Governors and that: has) seven (7) are elected by the governors representing Member States belonging to the region; ETB) three (3), by the governors representing the Member countries from outside the region.

Administrators must have high economic and financial skills and are elected in accordance with Annex B of this agreement.
(ii) the second annual meeting of the Board of Governors following the inaugural meeting, the Board of Governors will review the size and composition of the Board of Directors and will increase the number of Directors as appropriate, especially taking into account the opportunity, under the circumstances, to increase the representation on the Board of Directors small less-developed member countries. Decisions in respect of this paragraph are taken by a majority vote of the total number of Governors, representing at least two thirds of the total number of votes attributed to Member States.

2. each Director shall appoint an alternate who, in his absence, has full powers to act on his behalf. Administrators and their deputies are nationals of member countries. Two directors, along with two alternates, cannot be of the same nationality. An alternate may participate in meetings of the Board of Directors, but is allowed to vote only when it is for the administrator it replaces.
3. the directors are elected for two (2) years, and are eligible for re-election. They remain in office until the election and the appointment of their successors. If a post becomes vacant more than one hundred and eighty (180) days prior to the expiry of its mandate, the Governors who have elected the Director in question him choose a successor, in accordance with Annex B to this agreement, for the duration of that term. Election is by a majority of the votes cast by the Governors. If a post becomes vacant one hundred eighty (180) days or less before the expiry of its mandate, the Governors who have elected the Director in question can, in the same way, choose a successor for the duration of that term remaining; election is by a majority of the votes cast by the Governors. During the vacancy of the post, the Deputy of the former Director exercises the powers of the latter, except the one to appoint a substitute.

Art. 31 Board of Directors: powers the Board of Directors is responsible for the conduct of the General operations of the Bank and to this end has, in addition to the powers that this agreement expressly gives all powers to her delegated by the Board of Governors, and in particular: i) prepare the work of the Board of Governors; ii) takes, according to the General guidelines of the Board of Governors ((, decisions concerning loans, guarantees, equity investments, and the borrowing of funds by the Bank, technical assistance it provides and other operations it does; iii) submits the accounts of each financial year for approval by the Board of Governors at the annual meeting; iv) approves the budget of the Bank.

Art. 32 Board of Directors: procedure 1. The Governing Council shall normally meet at the headquarters of the Bank, as often as is necessary the Affairs of the Bank.
2. the quorum is present, for all meetings of the Board of Directors, when the majority of the directors are present, provided that their number is at least two thirds of the total number of votes attributed to Member States.
3. the Board of Governors adopts a regulation according to which a member country, if he is not represented in the Board of directors by a Director of nationality, may send a representative to attend, without taking part in the vote at any meeting of the Board of Directors at which is considered an issue that particularly concerns.

Art. 33 vote 1. The total number of votes of each Member consists of the sum of its base and its proportionate voice votes.
(i) the voice of each member base consist of the number of votes resulting from the equal distribution between all members of twenty (20) percent of the total of the basic votes and proportional votes of all the membres.ii) the number of the proportional votes of each Member is equal to the number of shares in the capital of the Bank held by that Member.

2. in voting in the Board of Governors, each Governor has the vote of the Member country it represents. Except in cases expressly provided for by this agreement, any questions which the Board of Governors is called to know are decided by a majority of voices that bring together member countries represented at the meeting of the Council.
3. in voting in the Board of Directors, each Director has in the number of voices that have contributed to his election, which need not necessarily be issued block. Except in the cases expressly provided by this agreement, any questions which the Board of Directors is called to know are decided by a majority of voices that bring together member countries represented at the meeting of the Council.

Art. 34 president 1. The Board of Governors elects the President of the Bank to the majority of the total number of Governors, representing the majority of the total number of votes allocated to Member States at least. The President must be a national of a Member belonging to the region. During the duration of its mandate, it may be neither Governor nor administrator, or substitute one or the other.
2. the term of office of the President is five years. The President may be re-elected. However, it ceases to perform its duties if the Governing Council so decides by a majority of two thirds of the total number of Governors, representing at least two thirds of the total number of votes attributed to Member States. If, for some reason, the office of president becomes vacant more than one hundred and eighty (180) days prior to the expiry of its mandate, the Board of Governors he chooses, in accordance with the provisions of the preceding paragraph, a successor for the duration of that term. If, for some reason, this post becomes vacant one hundred eighty (180) days or less before the expiration of the mandate, the Board of Governors may, in the same way, choose a successor for the duration of the term.
3. the President chairs the Board of Directors but does not take part in vote, except in the case of equality of votes, in which case his voice is casting. It may participate in the meetings of the Board of Governors, but without taking part in the vote.
4. the President is the legal representative of the Bank.
5. the President is the Chief of staff of the Bank, and under the direction of the Board of Directors, manages the day-to-day business of the Bank. He is responsible for the Organization of officials and staff of the Bank, he called and is part of their duties in accordance with the regulations adopted by the Board of Directors.
6. in appointing officials and members of the staff of the Bank, President, while having to concern for the Bank services of people with the highest standards of performance and technical competence, takes due account of the need to recruit staff on a regional geographical basis as broad as possible.

Art. 35 Vice President (s) 1. The Board of Directors appoints one or several vice-presidents on the recommendation of the President. The Governing Council determines the term of office of the (a) Vice President (s), the powers it will hold (that they will hold) and the administrative functions of the Bank performance (they will meet). In case of absence or incapacity of the President, the Vice-president or, if there are several, the Vice-president of the highest rank, the powers and serves as President.
2. the Vice President can (the Vice-presidents may) participate in the meetings of the Board of Directors, but without the right to vote, except when the Vice President, or the Vice-president of the highest rank, as the case may be, replaces the President, whereby his voice is casting the tie there.

Art. 36 prohibition of political activities; international character of the Bank 1. The Bank does not accept loans or assistance that could in any way be prejudicial to its purposes and powers, limit, distort them or otherwise distort.

2. the Bank, its President, his (its) Vice President (s), its officials and its staff do not intervene in the political affairs of a member country. They are not influenced by the political regime of the Member country interested in their decisions, which must be based on economic considerations. They assess these considerations in an impartial manner the Bank achieve its purpose and to perform its functions.
3. the President, the Vice-president (s), officials and staff of the Bank, in the performance of their duties, have duties only toward the Bank, no other authority. All Member States respect the international character of these duties and refrain from any action intended to influence one any of these people in the exercise of its functions.

Art. 37 seat and offices 1. The Bank's head office is located in Manila (Philippines).
2. the Bank may open elsewhere agencies or branches.

Art. 38 mode of communication with member countries; depositaries 1. Each member country designates a competent official body with which the Bank can get in touch about any matter under this agreement.
2. each member country designates its Central Bank or any other institution approved by the Bank as custodian with which the Bank may keep the assets she owns in the currency of that country, as well as other assets.

Art. 39 language of work; Reports 1. The English is the working language of the Bank.
2. the Bank shall communicate to Member States an annual report containing a state certified its accounts, and publishes this report. She also, communicate each quarter, to Member States a summary of its financial position, together with a statement of profits and losses, indicating the result of its operations.
3. the Bank may also publish other reports it deems useful to achieve his goal and for the exercise of its functions. These reports are available to Member States.

Art. 40 distribution of net income 1. The Board of Governors determines each year the share of the net income of the Bank, including one who returns to the special funds, to assign to assets, after deduction of the funds to be paid to the reserves, and, if it is necessary, the share to be distributed to Member States.
2. the distribution provided for in the previous paragraph is done in proportion to the number of shares owned by each member country.
3. payments are made in the manner and in the currency determined by the Board of Governors.

Chapter VII withdrawal and suspension of member countries; temporary and permanent cessation of the operations of the Bank. 41 withdrawal 1. Any member country may withdraw from the Bank at any time by sending a written notification to this effect to the Bank's headquarters.
2. the withdrawal of a member becomes effective, and her participation ceases on the date specified in the notification, that date being in any subsequent event of at least six (6) months to the date on which the Bank has received the notification. However, until the withdrawal becomes effective, the country member may at any time give written notice to the Bank that its notice of intention to withdraw is cancelled.
3. a Member State which withdraws retains, to the Bank, the obligations to which it was subject to all its direct and contingent liabilities at the date of its notification of withdrawal. If the withdrawal becomes effective, the Member country is not liable for the obligations of the operations performed by the Bank later on receipt of the notification of withdrawal.

Art. 42 suspension of a member 1. If a member country is missing one any of its obligations to the Bank, the Board of Governors may decide its suspension by a majority of two thirds of the total number of Governors, representing at least three quarters of the total number of votes allocated to Member States.
2 a member country suspended ceases automatically to be a member of the Bank one (1) year after the date of suspension, unless the Board of Governors, during this period of one year, decided by the same majority to return as a member.
3. during the suspension, the interested Member country does not exercise any of the rights conferred by this agreement, except the right of withdrawal, but it remains subject to all obligations.

Art. 43 settlement of accounts 1. After the date on which a country ceases to be a member, this country remains obliged by its direct commitments and other commitments various toward the Bank, as long as there is still an outstanding borrowings or guarantees obtained before that date, but he continues to assume commitments on loans and guarantees granted by the Bank after that date , and to share both the income and expenses of the Bank.
2 when a country ceases to be a member, the Bank took steps to redeem its shares under the clearance of accounts to perform with that country in accordance with the provisions of by. 3 and 4 of this article. For this purpose, the price of the shares is the value brought on the books of the Bank on the date on which this country ceases to be a member.
3. payment for shares repurchased by the Bank to the tarnished this section is governed by the following conditions: i) any amount due to the country concerned in respect of his actions is retained as long as the country, its Central Bank or one of its agencies, administrative or political subdivisions, remains a debtor Bank, as borrower or guarantor , and this amount may, at the option of the Bank, be assigned to the liquidation of these debts when they come due. No amount shall be deducted for the performance of contingent liabilities in the event of Appeal resulting to a member country of its subscription of shares in accordance with the provisions of the by. 5 of art. 6 of this agreement. In any case no amount due to a member in respect of his shares is paid before the expiry of a period of six (6) months from the date on which the country ceases to be a member of the Bank; ii) payment can be made by installments, after delivery to the Bank of the corresponding stock certificates by the country concerned , and until the country had received the full price of purchase provided that, in accordance with the provisions of the by. 2 of this section, the amount corresponding to the repurchase price exceeds the total amount of the obligations resulting from loans and guarantees referred to in paragraph i of this paragraph; iii) payments shall be made in the currencies available set by the Bank, in view of the financial situation; iv) if the bank suffers losses because of the outstanding amount of the guarantees or loans on the date on which a country ceased to be a Member , and if the amount of these losses exceed the reserve existing to deal on that date, the country concerned pays, when it is required, the amount which would have been deducted from the price of its shares if account had been taken of these losses during the determination of the redemption price. In addition, the former country member remains bound to answer any calls regarding unpaid subscriptions according to the by. 5 of art. 6 of this agreement, insofar as he would have been obliged to do if capital had been reached and the call made at the time the repurchase price of its shares has been set.

4. If the Bank terminates its operations in accordance with art. 45 of this agreement within six (6) months following the date on which a country ceased to be a member, all rights of the country concerned are determined in accordance with the provisions of the art. 45 to 47 of this agreement. The country concerned is considered as being still part of the Bank for the purposes of those articles, but the right to vote is taken away.

Art. 44 temporary cessation of operations in serious circumstances, the Board of Directors may temporarily suspend new lending and new guarantees operations until the Board of Governors has the opportunity to deliberate and decide.

Art. 45 permanent shutdown of operations 1. The Bank may terminate its operations under the terms of a resolution of the Board of Governors by a majority of two thirds of the total number of Governors representing at least three quarters of the total number of votes allocated to Member States.
2. as soon as the final judgment, the Bank ceases all activities with the exception of those relating to the realization, conservation and the backup ordered its assets, as well as the settlement of its obligations.

Art. 46. liability of members and liquidation of claims 1. In the event of permanent cessation of the operations of the Bank, the responsibility of all Member States as a result of their subscriptions uncleared in the share capital of the Bank and the depreciation of their currencies continues until all claims, including all conditional claims, are wound up.
2. all holders of direct claims are paid on the assets of the Bank, then on the funds paid to the Bank in response to the call of subscriptions paid or payable. Before any payment to the holders of direct claims, the Board of Directors takes measures that are necessary to ensure a proportional distribution between them and conditional debt holders.


Art. 47 distribution of assets 1. It is performed no distribution of assets between countries members of their subscriptions to the capital stock of the Bank until all commitments to the creditors have been liquidated or have been the subject of appropriate action. In addition, the distribution must be approved by a vote of the Board of Governors by a majority of two thirds of the total number of Governors, representing at least three quarters of the total number of votes attributed to Member States.
2. any distribution of the assets of the Bank among member countries is proportional to the capital stock held by each of them, and is made on the date fixed by the Bank, and under the conditions it considers fair and equitable. Paid shares are not necessarily uniform in terms of the types of assets. No member country can receive its share of the assets and distributed as long as it has not met all its obligations to the Bank.
3. any member receiving assets distributed under the terms of this section is subrogated in all the rights which the Bank had on these assets before their distribution.

Chapter VIII status, immunities, exemptions and privileges art. 48 purpose of this chapter in order to achieve its purpose and perform the duties assigned to him, the Bank enjoys on the territory of each member country, the status, immunities, exemptions and privileges set out in this chapter.

Art. 49 legal status the Bank has full legal personality and, in particular, enjoys the full and entire capacity: i) to enter into contracts ii) to acquire and dispose of real and personal property; iii) to institute legal proceedings.

Art. 50 immunity in proceedings 1. The Bank enjoys immunity from jurisdiction regarding any form of legal action, unless it is of shares arising from the exercise of its powers to borrow money, to guarantee bonds, to buy, sell or guarantee the sale of securities, in which case the Bank may be continued before a competent court in the territory of a Member State where the Bank has its head office or a branch , or has appointed an agent responsible for receiving assignments or counts, or well where she has issued or guaranteed securities.
2. Notwithstanding the provisions of the by. 1 of this section, no action may be brought against the Bank by member countries, organizations or the administrative subdivisions of a member country, or by physical or legal persons acting directly or indirectly for the account of such countries, agencies or subdivisions, or holding of them claims. Member States to settle their disputes with the Bank, use the special procedure prescribed by this agreement, by the regulations and statutes of the Bank, or by contracts with it.
3. the property and assets of the Bank, wherever they are and whatever the holders, are exempt from all forms of seizure, attachment or enforcement action until a final decision has not been made against the Bank.

Art. 51 seizure of assets property and assets of the Bank, wherever they are and whatever the holders are exempt from search, requisition, confiscation, expropriation or any other form of seizure or control on the part of the Executive or legislature.

Art. 52 inviolability of the archives the archives of the Bank and, in General, all documents which belong to it or held by it, shall be inviolable, wherever they are.

Art. 53 exemptions to the assets to the extent necessary to make the Bank reaches its goal and to perform its functions effectively, and subject to the provisions of this agreement, all property and assets of the Bank are exempt from restrictions, regulations, controls and moratoria of any nature.

Art. 54 privileges for communications each member country of the Bank applied to the official communications of the Bank at least as favourable as that it applied to the official communications of other Member countries.

Art. 55 immunities and privileges of personnel all Governors, directors, alternates, officers and employees of the Bank, including experts on mission for the Bank: i) enjoy immunity from jurisdiction for acts performed by them in their official capacity, unless the Bank decides to raise the said immunity; ii) enjoy, when they are not nationals or citizens of the country where they perform their duties (, immunities relating to the provisions limiting immigration, registration of foreigners and the obligations of the military or civic service, and facilities in the regulation of foreign exchange recognised by Member States representatives, officials and employees of comparable to other countries members; iii rank) benefit from the point of view of travel facilities, the treatment accorded by members to representatives officials and staff of comparable rank of other Member countries.

Art. 56 tax immunity 1. The Bank, its assets, property and income, as well as its operations and transactions, are exempt from all taxes and all customs duties. The Bank is also exempt from liability related to the payment, withholding or collection of any tax or duty.
2. no tax is levied on or in regards the salaries and emoluments as the bank pays its directors, alternates, officers and employees, including experts on mission for the Bank, unless a member country deposited with their instrument of ratification or acceptance a statement according to which that country reserves for itself and its subdivisions policies to levy a tax on salaries and emoluments as the bank pays to the nationals or citizens of that country member.
3. it is perceived on any obligation or value issued by the Bank, regardless of the holder, or the dividends or interest coming in, no tax of any kind whatsoever: i) which is a discriminatory measure against any such obligation or value for the sole reason that it is issued by the Bank; ouii) which the legal basis is rather currency emission or expected or actual payment, or the location of an office or Bank operations center.

4. it is perceived on any obligation or value guaranteed by the Bank, regardless of the holder, or the dividends or interest coming in, no tax of any kind whatsoever: i) which is a discriminatory measure against any such obligation or value for the sole reason that it is guaranteed by the Bank; ouii) which the legal basis is the location of an office or Bank operations center.

Art. 57 application each member country takes steps to apply the provisions set out in this chapter on its territory without delay, in accordance with its legislation, and informs the Bank of measures taken for this purpose.

Art. 58 lifting of the immunities, exemptions and privileges the Bank may, at its option and in all circumstances, raise one any of the privileges, immunities and exemptions granted under the terms of this chapter, according to the terms and conditions it considers answer to its best interests.

Chapter IX amendment, interpretation, arbitration art. 59 Amendment 1. This agreement cannot be changed by a resolution of the Board of Governors by a majority of two thirds of the total number of Governors, representing three quarters of the total number of votes allocated to Member States at least.
((2. Notwithstanding the provisions of paragraph 1 of this article, the unanimous agreement of the Council of Governors is required for approval of any amendment which tends to change: i) the right of withdrawal from the Bank; ii) the limitations of liability provided in the by. 6 and 7 of art. 5 of this agreement; iii) rights relating to the purchase of shares referred to the by. 2 of art. 5 3. Any proposal to amend this agreement, that it comes from a Member State or of the Board of Directors, shall be communicated to the President of the Board of Governors, who grabs the Board. After the adoption of the amendment, the Bank shall notify all Member States by an official communication. Changes come into force for all members three (3) months after the date of the official communication, unless otherwise provided by the Board of Governors.

Art. 60 interpretation or application 1. Any questions related to the interpretation or the application of the provisions of this agreement, raised between a member country and the Bank or between two or more Member countries of the Bank, is submitted to the Board of Directors for decision. The country particularly interested Member in dispute has the right, if he is not represented on the Board by an administrator of his nationality, to be represented directly to the Council in such cases; However, the representative of that Member country has not the right to vote. This right of representation is regulated by the Board of Governors.

2. when the governing body has acted in accordance with the by. 1 of this article, any member country may request that the matter be brought before the Board of Governors, whose decision shall be final. Until the Board of Governors ruled, the Bank may, to the extent where it deems appropriate, act in accordance with the decision of the Board of Directors.

Art. 61 arbitration in case of disagreement between the Bank and a country that has ceased to be a member or, after adoption of the resolution ending the activities of the Bank, between it and a member country, this dispute is subject to arbitration by a tribunal of three arbitrators. An arbitrator is appointed by the Bank, another by the country concerned and the third, unless the parties agree otherwise, by the President of the International Court of Justice or any other body designated in a regulation adopted by the Board of Governors. The majority is enough to make the decisions of the arbitrators final and enforceable. The third arbitrator is empowered to settle all questions of procedure on which the parties would disagree.

Art. 62 tacit approval whenever the approval of a member country is necessary for the Bank to act, this approval is considered given unless this member country presents objections within a reasonable time, the Bank has the faculty to fix in notifying the proposed measure.

Chapter X provisions final art. 63 signature and filing 1. The original of this agreement, in a single copy in the English language, remains open for signature by the Governments of the countries listed in Annex A to this agreement, to the Economic Commission of the United Nations for Asia and the far East, in Bangkok, until January 31, 1966. It will then be deposited with the Secretary-General of the Organization of the United Nations (hereinafter referred to as "the depositary").
2. the depositary will provide certified copies of this agreement to all the signatories and to the other countries which become members of the Bank.

Art. 64 ratification or acceptance 1. This agreement will be subject to ratification or acceptance of the signatories, which will deposit their instruments of ratification or acceptance with the depositary on 30 September 1966 at the latest. The depositary duly give notice of each deposit and the date of such deposit to the other signatories.
2. a signatory whose instrument of ratification or acceptance will be filed before the date of entry into force of this Agreement shall become a member of the Bank on this date. Any signatory which comply with the provisions of the preceding paragraph shall become a member on the date on which it will be deposited its instrument of ratification or acceptance.

Art. 65 entry into force this agreement will enter into force when instruments of ratification or acceptance have been deposited by at least fifteen (15) signatories (including at least ten [10] countries of the region) whose initial subscriptions, such as is outlined in Appendix A of this agreement, represent in total sixty-five (65) percent or more of the authorized capital of the Bank.

Art. 66 opening of operations 1. Upon entry into force of this agreement, each member country appoints a Governor, and the Executive Secretary of the Economic Commission of the United Nations for Asia and the far East will convene the inaugural meeting of the Board of Governors.
2. A its inaugural meeting, the Board of Governors: i) will make arrangements for the election of Directors of the Bank according to the by. 1 of art. 30 of this agreement; ii) arrangements will be made to determine the date that the Bank will begin operations.

3. the Bank will notify Member States of the date on which it will begin its operations.
Made in Manila December 4, 1965 in one unique in the English language, which will be shipped to the Economic Commission of the United Nations for Asia and the far East, Bangkok, and deposited then the Secretary-General of the United Nations, in New York, pursuant to art. 63 of this agreement.

Appendix A initial subscriptions to the authorized capital stock of the countries which may become members of the Bank in accordance with the provisions of art. 64 part A country belonging to the region I country amount of subscription (in millions of US $) 1. Afghanistan 3,36 2. Australia 85.00 3. Cambodia 3.00 4. China 16,00 5. India 93.00 6. Iran 60.00 7. Japan 200.00 8. Laos 0.42 9. Malaysia 20,00 10. Nepal 2.16 11. New Zealand 22.56 12. Pakistan 32.00 13. Philippines 35.00 14. Republic of Korea 30.00 15. Samoa 0.06 16. Singapore 4.00 17. Sri Lanka 8.52 18. Thailand 20.00 19. Vietnam 7.00 Total 642,08 II the following countries of the region may become signatories to this agreement in accordance with the provisions of article 63 provided that at the time they subscribe to the capital stock of the Bank the following amounts: country amount of subscription (in millions of US $) 1. Myanmar 7,74 2. Mongolia 0.18 Total 7.92 part B countries from outside the region I country amount of subscription (in millions of US $) 1. Belgium 5.00 2. Canada 25.00 3. Denmark 5.00 4. Federal Republic of Germany 30.00 5. Italy 10.00 6. Netherlands 11,00 7. United Kingdom 10.00 8. United States 200.00 Total 296.00 II countries following, outside the region, who participated in the meeting of the Preparatory Committee on the Asian Development Bank held in Bangkok from October 21 to November 1, 1965 and have expressed interest in the quality of Member of the Bank, can become signatories to this agreement in accordance with the provisions of art. 63 provided that at the time they subscribe each in the share capital of the Bank an amount that is not less than five million dollars ($ 5 000 000): 1. Austria 3. Norway 2. Finland 4. Sweden III up to and including January 31, 1966, each of the countries outside the region who are listed in section I of part B of this annex may increase the amount of its subscription in informing the Executive Secretary of the Economic Commission of United Nations Asia and far East to Bangkok, provided, however that total subscriptions initial countries not belonging to the region which are listed in the sections I and II of part B of this annex shall not exceed the number of three hundred and fifty million dollars ($ 350 000 000).

State on May 11, 2006 Annex B Election of Directors chapter A Election of directors by governors representing Member States belonging to region 1. Each Governor representing a Member belonging to the region should bring to one candidate all the voices of the Member country that he represents.
2. the seven (7) candidates who collected the largest number of votes will be declared directors, subject that no one will be considered elected if he got less than ten (10) to 100 the total number of votes attributed to Member States belonging to the region.
3. If seven (7) directors are not elected on the first ballot, there shall be a second round; the candidate who gets the fewest votes in the first round will be ineligible, and only vote: has) governors who voted in the first round for a candidate who was not elected; ETB) Governors whose voices given to a candidate are deemed, under the terms of the by. 4 of this chapter, bringing the number of votes collected by this candidate in more than eleven (11) % of the total number of votes allocated to Member States belonging to the region.4. (a) to determine whether the voices given by a Governor should be considered bringing the total of the votes received by a candidate any more than eleven (11) %, these eleven (11) % shall be deemed to first understand the voice of the Governor who brought the largest number of votes candidate audit, then, in descending order, the voices of each of the Governors that emitted the immediately lower number of votes , up to a maximum of eleven (11) %.b) Governor whose voices need to be partially counted, bringing the total obtained by a candidate in more than ten (10) % will be deemed give all its audit candidate votes, even if the total of the votes received by the person concerned is, over there, more than eleven (11) %.

5. If, after the second round, there are not seven (7) elected members, there is method, following the principles and the procedure set out in the present chapter, additional elections, subject only after the election of six (6) directors, the seventh may - notwithstanding the provisions of the by. 2 of this chapter - be elected by a simple majority of the remaining votes of Member States from the region, which shall be deemed all have contributed to the election of the seventh Director.
6. in the case of an increase in the number of directors who must be elected by the governors representing Member States from the region, the Council of Governors will adjust accordingly the minimum and maximum percentages specified in the by. 2, 3 and 4 of chapter A of the present annex.

Chapter B Election of directors by governors representing Member States from outside the region


1. each Governor representing a member from outside the region must bring one candidate with all the voices of the Member country that he represents.
2. the three (3) candidates who have collected the largest number of votes will be declared directors, subject that no one will be considered elected if he got less than twenty-five (25) percent of the total number of votes allocated to Member States from outside the region.
3. If three (3) directors are not elected on the first ballot, there shall be a second round; the candidate who gets the fewest votes in the first round will be ineligible, and only vote: has) governors who voted in the first round for a candidate who was not elected; ETB) Governors whose votes given to a candidate are deemed, under the terms of paragraph 4 of this chapter, bringing the number of votes collected by this candidate in more than twenty-six (26) percent of the total number of the voting power of member countries not belonging to the region.4. (a) to determine whether the voices given by a Governor should be considered bringing the total of the votes received by a candidate any more than twenty-six (26) %, these twenty-six (26) % shall be deemed to first understand the voice of the Governor who brought the largest number of votes candidate audit, then, in descending order, the voices of each of the Governors that emitted the immediately lower number of votes , up to a maximum of twenty-six (26) %.b) Governor whose voices need to be partially counted, bringing the total obtained by a candidate in more than twenty-five (25) percent will be deemed give all its audit candidate votes, even if the total of the votes received by the person concerned is, exceed twenty-six (26) percent, 5. If, after the second round, there are not three (3) elected representatives, it is process, following the principles and the procedure set out in the present chapter, additional polls, provided that after the election of two (2) directors, the third can - provided that the total of subscriptions of Member States not belonging to the region has reached the minimum amount of three hundred and forty-five million dollars ($ 345 000 000) , and notwithstanding the provisions of the by. 2 of this chapter - be elected by a simple majority of the remaining votes, which shall be deemed all have contributed to the election of the third Director.
6. in the case of an increase in the number of directors who must be elected by the governors representing Member States not belonging to the region, the Council of Governors will adjust accordingly the minimum and maximum percentages indicated in the by. 2, 3 and 4 of section B of the present annex.
(Follow signatures)

State on 11 May 2006 scope may 11, 2006 States parties Ratification entry into force Afghanistan 22 August 1966 22 August 1966 Germany 30 August 1966 August 30, 1966 Australia 19 September 1966 19 September 1966 Austria September 29, 1966 September 29, 1966 Bangladesh March 14, 1973 14 March 1973 Belgium August 16, 1966 22 August 1966 Bhutan April 15, 1982 15 April 1982 Cambodia September 30, 1966 September 30, 1966 Canada 22 August 1966 August 22, 1966

China March 10, 1986 10 March 1986 (South) Korea 16 August 1966 22 August 1966 Denmark August 16, 1966 22 August 1966 Spain February 14, 1986 February 14, 1986 United States August 16, 1966 22 August 1966 Fiji April 2, 1970 2 April 1970 Finland August 22, 1966 22 August 1966 France July 27, 1970 July 27, 1970 Hong Kong 27 March 1969 March 27, 1969 Cook Islands 20 April 1976 April 20, 1976 India July 20, 1966 August 22, 1966

Indonesia November 24, 1966 November 24, 1966 Italy September 30, 1966 September 30, 1966 Japan 16 August 1966 22 August 1966 Kiribati may 28, 1974 may 28, 1974 Laos August 30, 1966 August 30, 1966 Malaysia August 16, 1966 22 August 1966 Maldives February 14, 1978 February 14, 1978 Myanmar 26 April 1973 26 April 1973 Nepal June 21, 1966 22 August 1966 Norway July 14, 1966 August 22, 1966 New Zealand September 29, 1966 September 29, 1966 Uzbekistan 31 August

1995 August 31, 1995 Pakistan may 12, 1966 22 August 1966 Papua New Guinea 8 April 1971 8 April 1971 Netherlands August 29, 1966 August 29, 1966 Philippines July 5, 1966 22 August 1966 United Kingdom September 26, 1966 26 September 1966 Solomon, Islands April 18, 1973 April 18, 1973 Samoa 23 June 1966 22 August 1966 Singapore September 21, 1966 September 21, 1966 Sri Lanka September 29, 1966 September 29, 1966 Sweden 29 September 1966 September 29, 1966 Switzerland 29 December 1967

December 31, 1967 Thailand 16 August 1966 22 August 1966 Tonga 29 March 1972 March 29, 1972 Vanuatu 15 April 1982 April 15, 1982 Viet Nam 22 September 1966 September 22, 1966 * reservations and declarations, see below.
Admission in accordance with art. 3, al. 2 admission in accordance with art. 3, al. 3. reservations and declarations Germany 1. The Federal Republic of Germany, taking advantage of the planned reserve to the by. 2 of art. 56 of the agreement establishing the Asian Development Bank, reserve to itself and its subdivisions policies the right to tax salaries and emoluments paid by the Asian Development Bank to German nationals, to the senses of the art. 116 of the Basic Law of the Federal Republic of Germany, with their home or their habitual residence on the territory where the Basic Act is applicable, including the 'Land' of Berlin;
2. the agreement establishing the Asian Development Bank will also apply to the 'Land' of Berlin as of the day the Convention comes into force for the Federal Republic of Germany.
Australia the Australian Government says according to the by. 2 (ii) of art. 24 agreement he desires that the use of the fraction of its subscription paid under para. (b) by. 2 of art. 6 of that agreement should be limited to payments of goods and services produced on its territory and that all purchases of goods and services on the Australian territory are subject to the usual account of competitiveness of the offer, settled first on the fraction of its paid subscription under para. (b) by. 2 of art. 6 of the agreement.
The Australian Government says in addition, according to the by. 2 of art. 56 of the agreement, that it reserves the right to tax salaries and emoluments paid by the Bank for services rendered in Australia to any Director, Assistant Director, Director, or employee of the Bank and including any expert who performs a mission on behalf of the Bank, who resides in Australia within the meaning of the Australian income tax legislation unless the person concerned is not an Australian citizen and only came in Australia to carry out the functions implied by his position at the Bank.
The Australian Government is unable to provide the Bank with regard to all postal bags that the Bank might want to send by post in Australia reduced rates the Australian Government places, under conditions of reciprocity, to some other Governments regarding the postal bags that carry their diplomatic missions by post in Australia.
The Australian Government is, insofar as the art. 54 of the agreement applies to the priorities, rates and taxes on telecommunications, unable to fully apply the article, which has that with is its official communications, the Bank will be given by each member country a treatment at least as favourable as that country member applied to the official communications of other Member States - and this until the moment where all Governments have decided to cooperate for the purposes of the granting of this treatment to international organizations. This reservation does not affect the right of the Bank to send dispatches of press, at the rates prescribed for the press, the press and Australian radio.
The Australian Government interprets the agreement as only affecting Australian law enforcement any about midlife.
Canada... The Canada itself and its political subdivisions the right to impose Canadian nationals residing or having their habitual residence in the Canada.
Coreedusud the Republic of Korea holds itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to its nationals.
Denmark according to the by. (ix) of art. 14 of the agreement establishing the Asian Development Bank, the product of any loan, investment or other financing operation caused or current Bank activities on special funds established by the Bank in the application of the per. 1, al. (i), art. 19, will be used in the Member States for the purchase of goods or services produced by Member States...

The official policy of the Danish Government maritime transport is based on the principle of the freedom of maritime transport in international trade, according to a system of free and fair competition. Under this policy, transactions and interesting transfers maritime transport must face no provision granting preferential treatment to a country or a group of countries, still, the principle being that the choice of the mode of transport and the Pavilion must result from the normal game of commercial considerations. The Danish Government hopes that the by. (ix) of art. 14 will not be applied so as to undermine this principle.
United States even provided that the South Korea.
France the french government, in application of art. 56 (2) of the agreement, reserves to collect taxes in accordance with the French law on the salaries and emoluments paid by the Bank to french nationals.
India even provided that the South Korea.
Italy according to the by. 2 of art. 56 of the agreement, the Italian Government reserves to itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to Italian nationals who will be employed in the offices created by the Bank in Italy or who exercise activities in Italy on behalf of the Bank.
The Italian Government considers that the by. 1 of art. 56 must be interpreted in light of usage current in terms of tax exemption international organizations. According to this purpose, international organizations are exempt from taxes only with regard to items acquired in the exercise of their official activities and, in the case of internal indirect taxes, only with regard to major purchases for which it is practicable to grant such an exemption.
The Italian Government considers that the provisions of the by. 1 of art. 50 on immunity of jurisdiction must be interpreted in light of the limits within which this immunity is granted by international law.
... it is the intention of the Italian Government for the Asian Development Bank that it was understood that the special procedure to be established in application of the by. 2 of art. 50 of the regulations and statutes of the Bank or under contracts with it, will not affect the jurisdiction of the Italian for debts that individuals would argue.
Japan even provided that the South Korea.
Malaysia the Malaysian Government says it reserves to itself the right to tax salaries and emoluments paid by the Asian Development Bank in Malaysian nationals.
Norway even that retains the Denmark.
Netherlands even provided that the South Korea.
Philippines reserves even as the South Korea.
United Kingdom... According to the by. 2 of art. 56, the Government of the United Kingdom declares that it reserves the right to tax salaries and emoluments paid by the Asian Development Bank to nationals of the United Kingdom and its colonies.
Art. 54 of the agreement is to grant to the Asian Bank of development of the privileges for official communications. The list of the persons and authorities entitled to those privileges contained in annex 3 to the International Telecommunication Convention, which was signed in Geneva on 21 December 1959, includes any international organizations other than the United Nations. There is therefore an obvious incompatibility between art. 54 and the Telecommunication Convention to which the United Kingdom is a party (as no doubt other members of the Asian Development Bank). The United Kingdom wishes to propose that this incompatibility should be considered in a meeting of the Board of Governors, which would be held without delay.
The by. 1 of art. 56 of the agreement might be interpreted as allowing the Asian Development Bank to be fully exempt without reserve none of all customs duties and taxes on the goods. It is common to exempt international organizations from taxes on the goods only in respect of items acquired in the exercise of their official activities, and, in the case of internal indirect taxes, only with regard to major purchases for which it is practicable to grant such an exemption. The Government of the United Kingdom considers that the by. 1 of art. 56 must be interpreted in light of common usage.
... it is the intention of the Government of the United Kingdom for the Asian Development Bank, he is heard: a. provide for any motor vehicle owned or used on its behalf against the use of third parties due to damage resulting from an accident caused by a vehicle in the United Kingdom, and that it will not invoke immunity from jurisdiction enjoyed by virtue of the by. 1 of art. 50 in the case of an action for compensation brought in the United Kingdom by a third party because of damage from an accident caused by a vehicle; (b) that none of the immunities provided for in art. 55 will be invoked breaches of the rules of the road that is committed by an official of the Bank, or damage caused by a motor vehicle belonging to this official or driven by him.

Singapore even that holds the Malaysia.
SriLanka even that holds the Canada.
Sweden under the terms of the main rule set out in the by. (ix) of art. 14 of the agreement establishing the Asian Development Bank, the proceeds of any loan, investment or other financing operation carried out by the Bank only will be used in Member States for the purchase of goods or services produced by these countries.
The Swedish Government maritime transport policy is based on the principle of the freedom of international maritime trade in the context of a free and fair competition. The Swedish Government that the by. (ix) of art. 14 will not be applied in a manner inconsistent with this principle. Similarly, from the Swedish Government assistance policy that multilateral assistance for development should be based on the principle of free international competition of offers. The Swedish Government expresses the hope that it will be possible to agree to change the by. (ix) of art. 14 so that it is not inconsistent with this principle.
Switzerland according to the by. 2 of art. 56 of the agreement, the Switzerland reserves the right to submit to the federal, cantonal and municipal income tax the salaries and emoluments paid by the Bank to Swiss citizens resident in Switzerland.

1971 861 RO; FF I 1093 RO 1971 859 one 1967 version of the update scope is published on the web site of the FDFA (www.eda.admin.ch/eda/fr/home/topics/intla/intrea/dbstv.html) [RO 1960 1451. RO 1968 1406] State on May 11, 2006

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