LegalizeDevelopment Banks Act 2005
This is the most recent text the official source publishes. It is not a snapshot of the law as it stood on the date of each change.
4 amending acts · 2023-01-09, revised-IE-2005-act-34@2023-01-09
Act to provide for approval of the terms of the Agreement establishing the Asian Development Bank, to provide for matters (including payments) related to that Agreement, to amend the European Bank for Reconstruction and Development Act 1991, the Bretton Woods Agreements Act 1957, the International Development Association Act 1960, the Multilateral Investment Guarantee Agency Act 1988 and the Council of Europe Development Bank Act 2004
The member so suspended shall automatically cease to be a member of the Bank one (1) year from the date of its suspension unless the Board of Governors, during the one-year period, decides by the same majority necessary for suspension to restore the member to good standing.
While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right of withdrawal, but shall remain subject to all its obligations.
After the date on which a country ceases to be a member, it shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part of the loans or guarantees contracted before it ceased to be a member is outstanding, but it shall not incur liabilities with respect to loans and guarantees entered into thereafter by the Bank nor share either in the income or the expenses of the Bank.
At the time a country ceases to be a member, the Bank shall arrange for the repurchase of such country's shares by the Bank as a part of the settlement of accounts with such country in accordance with the provisions of paragraphs 3 and 4 of this Article. For this purpose, the repurchase price of the shares shall be the value shown by the books of the Bank on the date the country ceases to be a member.
The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions:
- (i) Any amount due to the country concerned for its shares shall be withheld so long as that country, its central bank or any of its agencies, instrumentalities or political subdivisions remains liable, as borrower or guarantor, to the Bank and such amount may, at the option of the Bank, be applied on any such liability as it matures. No amount shall be withheld on account of the contingent liability of the country for future calls on its subscription for shares in accordance with paragraph 5 of Article 6 of this Agreement. In any event, no amount due to a member for its shares shall be paid until six (6) months after the date on which the country ceases to be a member.
- (ii) Payments for shares may be made from time to time, upon surrender of the corresponding stock certificates by the country concerned, to the extent by which the amount due as the repurchase price in accordance with paragraph 2 of this Article exceeds the aggregate amount of liabilities, on loans and guarantees referred to in sub-paragraph (i) of this paragraph, until the former member has received the full repurchase price.
- (iii) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position.
- (iv) If losses are sustained by the Bank on any guarantees or loans which were outstanding on the date when a country ceased to be a member and the amount of such losses exceeds the amount of the reserve provided against losses on that date, the country concerned shall repay, upon demand, the amount by which the repurchase price of its shares would have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable on any call for unpaid subscriptions in accordance with paragraph 5 to Article 6 of this Agreement, to the same extent that it would have been required to respond if the impairment of capital had occurred and the call had been made at the time the repurchase price of its shares was determined.
If the Bank terminates its operations pursuant to Article 45 of this Agreement within six (6) months of the date upon which any country ceases to be a member, all rights of the country concerned shall be determined in accordance with the provisions of Articles 45 to 47 of this Agreement. Such country shall be considered as still a member for purposes of such Articles but shall have no voting rights.
In an emergency, the Board of Directors may temporarily suspend operations in respect of new loans and guarantees, pending an opportunity for further consideration and action by the Board of Governors.
The Bank may terminate its operations by a resolution of the Board of Governors approved by a vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members.
After such termination, the Bank shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation of its assets and settlement of its obligations.
In the event of termination of the operation of the Bank, the liability of all members for uncalled subscriptions to the capital stock of the Bank and in respect of the depreciation of their currencies shall continue until all claims of creditors, including all contingent claims shall have been discharged.
All creditors holding direct claims shall first be paid out of the assets of the Bank and then out of payments to the Bank or unpaid or callable subscriptions. Before making any payments to creditors holding direct claims, the Board of Directors shall make such arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders of direct and contingent claims.
No distribution of assets shall be made to members on account of their subscriptions to the capital stock of the Bank until all liabilities to creditors have been discharged or provided for. Moreover, such distribution must be approved by the Board of Governors by a vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members.
Any distribution of the assets of the Bank to the members shall be in proportion to the capital stock held by each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable. The shares of assets distributed need not be uniform as to type of asset. No member shall be entitled to receive its share in such a distribution of assets until it has settled all of its obligations to the Bank.
Any member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Bank enjoyed prior to their distribution.
Chapter VIII STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES
To enable the Bank effectively to fulfill its purpose and carry out the functions entrusted to it, the status, immunities, exemptions and privileges set forth in this Chapter shall be accorded to the Bank in the territory of each member.
The Bank shall possess full juridical personality and, in particular, full capacity:
- (i) to contract;
- (ii) to acquire, and dispose of, immovable and movable property; and
- (iii) to institute legal proceedings.
The Bank shall enjoy immunity from every form of legal process, except in cases arising out of or in connection with the exercise of its powers to borrow money, to guarantee obligations, or to buy and sell or underwrite the sale of securities, in which cases actions may be brought against the Bank in a court of competent jurisdiction in the territory of a country in which the Bank has its principal or a branch office, or has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities.
Notwithstanding the provisions of paragraph 1 of this Article, no action shall be brought against the Bank by any member, or by any agency or instrumentality of a member, or by any entity or person directly or indirectly acting for or deriving claims from a member or from any agency or instrumentality of a member. Members shall have recourse to such special procedures for the settlement of controversies between the Bank and its members as may be prescribed in this Agreement, in the by-laws and regulations of the Bank, or in contracts entered into with the Bank.
Property and assets of the Bank, shall, wheresoever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of final judgment against the Bank.
Property and assets of the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action.
The archives of the Bank, and, in general, all documents belonging to it, or held by it, shall be inviolable, wherever located.
To the extent necessary to carry out the purpose and functions of the Bank effectively, and subject to the provisions of this Agreement, all property and assets of the Bank shall be free from restrictions, regulations, controls and moratoria of any nature.
Official communications of the Bank shall be accorded by each member treatment not less favourable than that it accords to the official communications of any other member.
All Governors, Directors, alternates, officers and employees of the Bank, including experts performing missions for the Bank:
- (i) shall be immune from legal process with respect to acts performed by them in their official capacity, except when the Bank waives the immunity;
- (ii) where they are not local citizens or nationals, shall be accorded the same immunities from immigration restrictions, alien registration requirements and national service obligations, and the same facilities as regards exchange regulations, as are accorded by members to the representatives, officials and employees of comparable rank of other members; and
- (iii) shall be granted the same treatment in respect of travelling facilities as is accorded by members to representatives, officials and employees of comparable rank of other members.
The Bank, its assets, property, income and its operations and transactions, shall be exempt from all taxation and from all customs duties. The Bank shall also be exempt from any obligation for the payment, withholding or collection of any tax or duty.
No tax shall be levied on or in respect of salaries and emoluments paid by the Bank to Directors, alternates, officers or employees of the Bank, including experts performing missions for the Bank, except where a member deposits with its instrument of ratification or acceptance a declaration that such member retains for itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to citizens or nationals of such member.
No tax of any kind shall be levied on any obligation or security issued by the Bank, including any dividend or interest thereon, by whomsoever held:
- (i) which discriminates against such obligation or security solely because it is issued by the Bank; or
- (ii) if the sole jurisdictional basis for such taxation is the place or currency in which it is issued, made payable or paid, or the location of any office or place of business maintained by the Bank.
No tax of any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest thereon, by whomsoever held:
- (i) which discriminates against such obligation or security solely because it is guaranteed by the Bank; or
- (ii) if the sole jurisdictional basis for such taxation is the location of any office or place of business maintained by the Bank.
Each member, in accordance with its juridical system, shall promptly take such action as is necessary to make effective in its own territory the provisions set forth in the Chapter and shall inform the Bank of the action which it has taken on the matter.
The Bank at its discretion may waive any of the privileges, immunities and exemptions conferred under this Chapter in any case or instance, in such manner and upon such conditions as it may determine to be appropriate in the best interests of the Bank.
Chapter IX AMENDMENTS, INTERPRETATION, ARBITRATION
This Agreement may be amended only by a resolution of the Board of Governors approved by a vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members.
Notwithstanding the provisions of paragraph 1 of this Article, the unanimous agreement of the Board of Governors shall be required for the approval of any amendment modifying:
- (i) the right to withdraw from the Bank;
- (ii) the limitations on liability provided in paragraphs 6 and 7 of Article 5; and
- (iii) the rights pertaining to purchase of capital stock provided in paragraph 2 of Article 5.
Any proposal to amend this Agreement, whether emanating from a member or the Board of Directors, shall be communicated to the Chairman of the Board of Governors, who shall bring the proposal before the Board of Governors. When an amendment has been adopted, the Bank shall so certify in an official communication addressed to all members. Amendments shall enter into force for all members three (3) months after the date of the official communication unless the Board of Governors specifies therein a different period.
Any question of interpretation or application of the provisions of this Agreement arising between any member and the Bank, or between two or more members of the Bank, shall be submitted to the Board of Directors for decision. If there is no Director of its nationality on that Board, a member particularly affected by the question under consideration shall be entitled to direct representation in the Board of Directors during such consideration; the representative of such member shall, however, have no vote. Such right of representation shall be regulated by the Board of Governors.
In any case where the Board of Directors has given a decision under paragraph 1 of this Article, any member may require that the question be referred to the Board of Governors, whose decision shall be final. Pending the decision of the Board of Governors, the Bank may, so far as it deems necessary, act on the basis of the decision of the Board of Directors.
If a disagreement should arise between the Bank and a country which has ceased to be a member, or between the Bank and any member, after adoption of a resolution to terminate the operations of the Bank, such disagreement shall be submitted to arbitration by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Bank, another by the country concerned, and the third, unless the parties otherwise agree, by the President of the International Court of Justice or such other authority as may have been prescribed by regulations adopted by the Board of Governors. A majority vote of the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties. The third arbitrator shall be empowered to settle all questions of procedure in any case where the parties are in disagreement with respect thereto.
Whenever the approval of any member is required before any act may be done by the Bank, approval shall be deemed to have been given unless the member presents an objection within such reasonable period as the bank may fix in notifying the member of the proposed act.
Chapter X FINAL PROVISIONS
The original of this Agreement in a single copy in the English language shall remain open for signature at the United Nations Economic Commission for Asia and the Far East, in Bangkok, until 31 January 1966 by Governments of countries listed in Annex A to this Agreement. This document shall thereafter be deposited with the Secretary-General of the United Nations (hereinafter called the “Depository”).
The Depository shall send certified copies of this Agreement to all the Signatories and other countries which become members of the Bank.
This Agreement shall be subject to ratification or acceptance by the Signatories. Instruments of ratification or acceptance shall be deposited with the Depository not later than 30 September 1966. The Depository shall duly notify the other Signatories of each deposit and the date thereof.
A Signatory whose instrument of ratification or acceptance is deposited before the date on which this Agreement enters into force, shall become a member of the Bank, on that date. Any other Signatory which complies with the provisions of the preceding paragraph, shall become a member of the Bank on the date on which its instrument of ratification or acceptance is deposited.
This Agreement shall enter into force when instruments of ratification or acceptance have been deposited by at least fifteen (15) Signatories (including not less than ten [10] regional countries) whose initial subscriptions, as set forth in Annex A to this Agreement, in the aggregate comprise not less than sixty-five (65) per cent of the authorized capital stock of the Bank.
As soon as this Agreement enters into force, each member shall appoint a Governor, and the Executive Secretary of the United Nations Economic Commission for Asia and the Far East shall call the inaugural meeting of the Board of Governors.
At its inaugural meeting, the Board of Governors:
- (i) shall make arrangements for the election of Directors of the Bank in accordance with paragraph 1 of Article 30 of this Agreement; and
- (ii) shall make arrangements for the determination of the date on which the Bank shall commence its operations.
The Bank shall notify its members of the date of the commencement of its operations.
DONE At the City of Manila, Philippines, on 4 December 1965, in a single copy in the English language which shall be brought to the United Nations Economic Commission for Asia and the Far East, Bangkok, and thereafter deposited with the Secretary-General of the United Nations, New York, in accordance with Article 63 of this Agreement.
Part A. REGIONAL COUNTRIES
I
| Country | Amount of subscription (in million US dollars) | |
| 1. | Afghanistan | 3.36 |
| 2. | Australia | 85.00 |
| 3. | Cambodia | 3.00 |
| 4. | Ceylon | 8.52 |
| 5. | China, Republic of | 16.00 |
| 6. | India | 93.00 |
| 7. | Iran | 60.00 |
| 8. | Japan | 200.00 |
| 9. | Korea, Republic of | 30.00 |
| 10. | Laos | 0.42 |
| 11. | Malaysia | 20.00 |
| 12. | Nepal | 2.16 |
| 13. | New Zealand | 22.56 |
| 14. | Pakistan | 32.00 |
| 15. | Philippines | 35.00 |
| 16. | Republic of Viet Nam | 7.00 |
| 17. | Singapore | 4.00 |
| 18. | Thailand | 20.00 |
| 19. | Western Samoa | 0.06 |
| Total | 642.08 |
II
The following regional countries may become Signatories of this Agreement in accordance with Article 63, provided that at the time of signing, they shall respectively subscribe to the capital stock of the Bank in the following amounts:
| Country | Amount of subscription (in million US dollars) | |
| 1. | Burma | 7.74 |
| 2. | Mongolia | 0.18 |
| Total | 7.92 |
Part B. NON-REGIONAL COUNTRIES
I
| Country | Amount of subscription (in million US dollars) | |
| 1. | Belgium | 5.00 |
| 2. | Canada | 25.00 |
| 3. | Denmark | 5.00 |
| 4. | Germany, Federal Republic of | 30.00 |
| 5. | Italy | 10.00 |
| 6. | Netherlands | 11.00 |
| 7. | United Kingdom | 10.00 |
| 8. | United States | 200.00 |
| Total | 296.00 |
II
The following non-regional countries which participated in the meeting of the Preparatory Committee on the Asian Development Bank in Bangkok from 21 October to 1 November 1965 and which there indicated interest in membership in the Bank, may become Signatories of this Agreement in accordance with Article 63, provided that at the time of signing, each such country shall subscribe to the capital stock of the Bank in an amount which shall not be less than five million dollars ($5,000,000):
| 1. Austria | 3. Norway |
| 2. Finland | 4. Sweden |
III
On or before 31 January 1966, any of the non-regional countries listed in Part B(I) of this Annex may increase the amount of its subscription by so informing the Executive Secretary of the United Nations Economic Commission for Asia and the Far East in Bangkok, provided, however, that the total amount of the initial subscriptions of the non-regional countries listed in Part B(I) and (II) of this Annex shall not exceed the amount of three hundred and fifty million dollars ($350,000,000).
With (i) increases of $4,000,000, $10,000,000 and $20,000,000, respectively, in the subscriptions of the Federal Republic of Germany (currently Germany), Italy and the United Kingdom authorized under Part B III of Annex A, (ii) increases in the subscriptions of Afghanistan, Cambodia, Republic of Viet Nam (currently Socialist Republic of Viet Nam) and Singapore authorized by Resolution No. 4 of the Board of Governors, (iii) admission to membership of Indonesia, Switzerland, Hong Kong, France, Fiji, Papua New Guinea, Tonga, Bangladesh, Solomon Islands, Burma (currently the Union of Myanmar), Kiribati, Cook Islands, Maldives, Vanuatu, Bhutan, Spain, the People's Republic of China, Marshall Islands, Federated States of Micronesia, Turkey, Mongolian People's Republic (currently Mongolia), Republic of Nauru, Tuvalu, Kazakhstan and Kyrgyz Republic, authorized by Resolution Nos. 4, 11, 23, 31, 32, 38, 48, 54, 57, 63, 74, 95, 113, 138, 148, 168, 176, 201, 202, 205, 206, 212, 219, 224 and 225, respectively, of the Board of Governors, (iv) additional subscriptions of members under Resolution Nos. 46, 104; and 158 of the Board of Governors, and (v) increase in the subscriptions of Canada, Finland, France, the Federal Republic of Germany (currently Germany), Indonesia, Italy, Japan, Republic of Korea, Malaysia, Netherlands, Sweden, Switzerland, United States and Western Samoa authorized by Resolution Nos. 55, 79, 80, 89, 99, 100, 112, 114, 174, 193, 194 and 195 of the Board of Governors, the following is the list of subscriptions:
SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK OF THE ASIAN DEVELOPMENT BANK
As of 31 December 1994 1/
| Amount of Subscription (in million) | Amount of Subscription (in million) | |
| Expressed in terms of US dollar of the weight and fineness in effect on 31 January 1966 i.e. 0.888671 gram of fine gold | Expressed in terms of the SDR at the value in current United States dollars of $1.45985 per SDR | |
| Part A. REGIONAL COUNTRIES | ||
| Afghanistan, Republic of | $11.95 | $17.44 |
| Australia | 1,023.70 | 1,494.45 |
| Bangladesh | 361.28 | 527.41 |
| Bhutan | 1.10 | 1.61 |
| Cambodia | 8.75 | 12.77 |
| China, People's Republic of | 1,140.00 | 1,664.23 |
| Cook Islands | 0.47 | 0.69 |
| Fiji | 12.03 | 17.56 |
| Hong Kong | 96.35 | 140.66 |
| India | 1,120.05 | 1,635.10 |
| Indonesia | 963.50 | 1,406.57 |
| Japan | 5,522.10 | 8,061.44 |
| Kazakhstan | 142.68 | 208.29 |
| Kiribati | 0.71 | 1.04 |
| Korea, Republic of | 891.23 | 1,301.06 |
| Kyrgyz Republic | 52.91 | 77.24 |
| Lao People's Democratic Republic | 2.46 | 3.59 |
| Malaysia | 481.75 | 703.28 |
| Maldives | 0.71 | 1.04 |
| Marshall Islands | 0.47 | 0.69 |
| Micronesia, Federated States of | 0.71 | 1.04 |
| Mongolia | 2.66 | 3.88 |
| Myanmar | 96.35 | 140.66 |
| Nauru, Republic of | 0.71 | 1.04 |
| Nepal | 26.01 | 37.97 |
| New Zealand | 271.70 | 396.64 |
| Pakistan | 770.80 | 1,125.25 |
| Papua New Guinea | 16.60 | 24.23 |
| Philippines | 421.52 | 615.36 |
| Singapore | 60.20 | 87.88 |
| Solomon Islands | 1.18 | 1.72 |
| Sri Lanka, Democratic Socialist Republic of | 102.60 | 149.78 |
| Taipei, China | 192.70 | 281.31 |
| Thailand | 481.72 | 703.27 |
| Tonga | 0.71 | 1.04 |
| Tuvalu | 0.25 | 0.36 |
| Vanuatu | 1.18 | 1.72 |
| Viet Nam, Socialist Republic of | 60.38 | 88.15 |
| Western Samoa | 0.58 | 0.85 |
| Total | 14,342.78 | 20,938.31 |
| 1/At exchange rate adopted as of 31 December 1994 | 1/At exchange rate adopted as of 31 December 1994 | 1/At exchange rate adopted as of 31 December 1994 |
| Part B. NON-REGIONAL COUNTRIES | Part B. NON-REGIONAL COUNTRIES | Part B. NON-REGIONAL COUNTRIES |
| Austria | 60.20 | 87.88 |
| Belgium | 60.20 | 87.88 |
| Canada | 925.43 | 1,350.99 |
| Denmark | 60.20 | 87.88 |
| Finland | 60.20 | 87.88 |
| France | 411.78 | 601.14 |
| Germany | 765.34 | 1,117.29 |
| Italy | 319.75 | 466.79 |
| Netherlands | 181.47 | 264.92 |
| Norway | 60.20 | 87.88 |
| Spain | 60.20 | 87.88 |
| Sweden | 60.20 | 87.88 |
| Switzerland | 103.25 | 150.73 |
| Turkey | 60.20 | 87.88 |
| United Kingdom | 361.31 | 527.46 |
| United States | 2,781.05 | 4,030.72 |
| Total | 6,310.98 | 9,213.08 |
| Grand Total | $20,653.76 | $30,151.39 |
Section A. - Election of Directors by Governors representing regional members.
Each Governor representing a regional member shall cast all votes of the member he represents for a single person.
The seven (7) persons receiving the highest number of votes shall be Directors, except that no person who received less than ten (10) per cent of the total voting power of regional members shall be considered as elected.
If seven (7) persons are not elected at the first ballot, a second ballot shall be held in which the person who received the lowest number of votes in the preceding ballot shall be ineligible and in which votes shall be cast only by:
- (a) Governors who voted in the preceding ballot for a person who is not elected; and
- (b) Governors whose votes for a person who is elected are deemed, in accordance with paragraph (4) of this Section, to have raised the votes cast for that person above eleven (11) per cent of the total voting power of regional members.
(a) In determining whether the votes-cast by a Governor shall be deemed to have raised the total number of votes for any person above eleven (11) per cent, the said eleven (11) per cent shall be deemed to include, first, the votes of the Governor casting the highest number of votes for that person, and then, in diminishing order, the votes of each Governor casting the next highest number until eleven (11) per cent is attained.
- (b) Any Governor, part of whose votes must be counted in order to raise the votes cast for any person above ten (10) per cent, shall be considered as casting all his votes for that person even if the total number of votes cast for that person thereby exceeds eleven (11) per cent.
If, after the second ballot, seven (7) persons are not elected, further ballots shall be held in conformity with the principles and procedures laid down in this Section, except that after six (6) persons are elected, the seventh may be elected — notwithstanding the provisions of paragraph (2) of this Section — by a simple majority of the remaining votes of regional members. All such remaining votes shall be deemed to have counted towards the election of the seventh Director.
In case of an increase in the number of Directors to be elected b, Governors representing regional members, the minimum and maximum percentages specified in paragraphs (2), (3) and (4) of Section A of this Annex shall be correspondingly adjusted by the Board of Governors.
Section B. - Election of Directors by Governors representing non-regional members.
Each Governor representing a non-regional member shall cast all votes of the member he represents for a single person.
The three (3) persons receiving the highest number of votes shall be Directors, except that no person who receives less than twenty-five (25) per cent of the total voting power of non-regional members shall be considered as elected.
If three (3) persons are not elected at the first ballot, a second ballot shall be held in which the person who received the lowest number of votes in the preceding ballot shall be ineligible and in which votes shall be cast only by:
- (a) Governors who voted in the preceding ballot for a person who is not elected; and
A1 its Second Annual Meeting the Board of Governors reviewed the size and composition of the Board of Directors in conformity with the provisions of Article 30.1 (ii) and decided that effective from the Fourth Annual Meeting, eight (8) Directors shall be elected by the Governors representing regional members and that the minimum and maximum percentages specified in paragraphs 2, 3 and 4 of Section (A) of Annex B shall be adjusted at that meeting to 8% and 10% respectively (Resolution No. 27 of the Board of Governors).
- (b) Governors whose votes for a person who is elected are deemed, in accordance with paragraph (4) of this Section, to have raised the votes cast for that person above twenty-six (26) per cent of the total voting power of non-regional members.
(a) In determining whether the votes cast by a Governor shall be deemed to have raised the total number of votes for any person above twenty-six (26) per cent, the said twenty-six (26) per cent shall be deemed to include, first, the votes of the Governor casting the highest number of votes for that person, and then, in diminishing order, the votes of each Governor casting the next highest number until twenty-six (26) per cent is attained.
- (b) Any Governor, part of whose votes must be counted in order to raise the votes cast for any person above twenty-five (25) per cent, shall be considered as casting all his votes for that person even if the total number of votes cast for that person thereby exceeds twenty-six (26) per cent.
If, after the second ballot, three (3) persons are not elected, further ballots shall be held in conformity with the principles and procedures laid down in this Section, except that after two (2) persons are elected, a third may be elected — provided that subscriptions from non-regional members shall have reached a minimum total of three hundred forty-five million dollars ($345,000,000) and notwithstanding the provisions of paragraph (2) of this Section — by a simple majority of the remaining votes. All such remaining votes shall be deemed to have counted towards the election of the third Director.
In case of an increase in the number of Directors to be elected by Governors representing non-regional members, the minimum and maximum percentages specified in paragraphs (2), (3) and (4) of Section B of this Annex shall be correspondingly adjusted by the Board of Governors.
At its Second Annual Meeting the Board of Governors reviewed the size and composition of the Board of Directors in conformity with the provisions of Article 30.1 (ii) and decided that effective from the Fourth Annual Meeting, four (4) Directors shall be elected by the Governors representing non-regional members and that the minimum and maximum percentages specified in paragraph 2, 3 and 4 of Section (B) of Annex B shall be adjusted at that meeting to 16% and 19% respectively (Resolution No. 27 of the Board of Governors). Subsequently, the Board of Governors amended the minumum percentage from 16% to 17% (Resolution No. 37).
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