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Resolução da Assembleia da República n.º 146/2017 — Aprova as alterações ao Acordo Relativo à Criação do Fundo Comum para os Produtos de Base, adotadas pelo Conselho de…

Tipo Resolucao-Assembleia-Republica

Publicação 2017-07-07

Estado Em vigor

Texto Tal como publicado

Ministério Assembleia da República

Fonte DRE

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artigos 173

Este é o ato tal como foi publicado. As alterações posteriores não estão incorporadas no texto: cada uma é um ato autónomo neste repositório e uma entrada no historial desta lei.

Aprova as alterações ao Acordo Relativo à Criação do Fundo Comum para os Produtos de Base, adotadas pelo Conselho de Governadores em 10 de dezembro de 2014

Histórico de alterações JSON API

3 - While under suspension, a Member shall not be entitled to exercise any rights under this Agreement, except the right of withdrawal and to arbitration during the termination of the Fund's operations, but shall remain subject to compliance with all its obligations under this Agreement."

Article 32 , presently reading as follows:

"Article 32

Settlement of Accounts

1 - When a Member ceases to be a Member, it shall remain liable thereafter to meet all calls made by the Fund before, and payments outstanding as of, the date on which it ceased to be a Member in respect of its obligations to the Fund. It shall also remain liable to meet its obligations in respect of its Guarantee Capital, until arrangements satisfactory to the Fund have been made which comply with article 14, paragraphs 4 to 7. Each Association Agreement shall provide that, if a participant in the respective Associated ICO ceases to be a Member, the Associated ICO shall ensure that such arrangements are completed not later than the date on which the Member ceases to be a Member.

2 - When a Member ceases to be a Member, the Fund shall arrange for the repurchase of its Shares consistent with article 16, paragraphs 2 and 3, as a part of the settlement of accounts with that Member, and shall cancel its Guarantee Capital provided that the obligations and requirements specified in paragraph 1 of this article have been met. The repurchase price of the Shares shall be the value shown by the books of the Fund as at the date the Member ceases to be a Member; provided that any amount thus due to the Member may be applied by the Fund to any liability outstanding to the Fund from that Member pursuant to paragraph 1 of this article."

shall be amended so as to read:

"Article 32

Settlement of Accounts

2 - When a Member ceases to be a Member, the Fund shall arrange for the repurchase of its Shares consistent with article 16, paragraphs 2 and 3, as a part of the settlement of accounts with that Member. The repurchase price of the Shares shall be the United States dollar value shown by the books of the Fund as at the date the Member ceases to be a Member; provided that any amount thus due to the Member may be applied by the Fund to any liability outstanding to the Fund from that Member pursuant to paragraph 1 of this article."

Article 33 , presently reading as follows:

"Article 33

Withdrawal of Associated ICOs

1 - An Associated ICO may, subject to the terms and conditions of the Association Agreement, withdraw from association with the Fund, provided that such Associated ICO shall repay all outstanding loans received from the Fund before the date on which such withdrawal becomes effective. The Associated ICO and its participants shall remain liable thereafter only to meet calls made by the Fund before that date in respect of their obligations to the Fund.

2 - When an Associated ICO ceases to be associated with the Fund, the Fund shall, after the fulfilment of the obligations specified in paragraph 1 of this article:

(a) Arrange for the refund of any cash deposit and for the return of any Stock Warrants it holds for the account of that Associated ICO;

(b) Arrange for the refund of any cash deposited in lieu of Guarantee Capital, and cancel relevant Guarantee Capital and Guarantees."

shall be deleted in its entirety.

In chapter viii, "Suspension and Termination of Operations and Settlement of Obligations":

Article 34 , presently reading as follows:

"Article 34

Temporary Suspension of Operations

In an emergency, the Executive Board may temporarily suspend such of the Fund's operations as it considers necessary pending an opportunity for further consideration and action by the Governing Council."

shall be renumbered article 33 and amended so as to read:

"Article 33

Temporary Suspension of Operations

Article 35 , presently reading as follows:

"Article 35

Termination of Operations

1 - The Governing Council may terminate the Fund's operations by a decision taken by a vote of two thirds of the total number of Governors holding not less than three fourths of the total voting power. Upon such termination, the Fund shall forthwith cease all activities, except those necessary for the orderly realization and conservation of its assets and the settlement of its outstanding obligations.

2 - Until final settlement of its obligations and final distribution of its assets, the Fund shall remain in existence, and all rights and obligations of the Fund and its Members under this Agreement shall continue unimpaired, except that:

(a) The Fund shall not be obliged to provide for withdrawal on demand of Associated ICO deposits in accordance with article 17, paragraph 10, subparagraph (a), or to make new loans to Associated ICOs in accordance with article 17, paragraph 10, subparagraph (b);

(b) No Member may withdraw or be suspended after the decision to terminate has been taken."

shall be renumbered article 34 and amended so as to read:

"Article 34

Termination of Operations

Article 36 , presently reading as follows:

"Article 36

Settlement of Obligations: General Provisions

1 - The Executive Board shall make such arrangements as are necessary to ensure the orderly realization of the Fund's assets. Before making any payments to creditors holding direct claims, the Executive Board shall, by a Qualified Majority, make such reserves or arrangements as are necessary, in its sole judgement, to ensure a distribution to holders of contingent claims pro rata with creditors holding direct claims.

2 - No distribution of assets shall be made in accordance with this chapter until:

(a) All liabilities of the Account in question have been discharged or provided for; and

(b) The Governing Council has decided to make a distribution by a Qualified Majority.

3 - Following a decision of the Governing Council under paragraph 2, subparagraph (b), of this article, the Executive Board shall make successive distributions of any remaining assets of the Account in question until all such assets have been distributed. Such distribution to any Member or any participant in an Associated ICO which is not a Member shall be subject to the prior settlement of all outstanding claims of the Fund against that Member or participant and shall be effected at such times and in such currencies or other assets as the Governing Council shall deem fair and equitable."

shall be renumbered article 35 and amended so as to read:

"Article 35

Settlement of Obligations: General Provisions

2 - No distribution of assets shall be made in accordance with this chapter until:

(a) All liabilities of the Account in question have been discharged or provided for; and

(b) The Governing Council has decided to make a distribution by a Qualified Majority.

Article 37 , presently reading as follows:

"Article 37

Settlement of Obligations: First Account

1 - Any loans outstanding to Associated ICOs in respect of First Account operations at the time of a decision to terminate the Fund's operations shall be repaid by the Associated ICOs concerned within 12 months of the decision to terminate. On repayment of such loans, Stock Warrants pledged to, or assigned in trust for, the Fund in respect of those loans shall be returned to the Associated ICOs.

2 - Stock Warrants pledged to, or assigned in trust for, the Fund in respect of commodities acquired with cash deposits of Associated ICOs shall be returned to such Associated ICOs in a manner consistent with the treatment of cash deposits and surpluses specified in paragraph 3, subparagraph (b), of this article, to the extent that such Associated ICOs have fully discharged their obligations to the Fund.

3 - The following liabilities incurred by the Fund in respect of First Account operations shall be discharged pari passu through the use of the assets of the First Account, in accordance with article 17, paragraphs 12 to 14:

(a) Liabilities to creditors of the Fund; and

(b) Liabilities to Associated ICOs in respect of cash deposits and surpluses held in the Fund in accordance with article 14, paragraphs 1, 2, 3 and 8, to the extent that such Associated ICOs have fully discharged their obligations to the Fund.

4 - Distribution of any remaining assets of the First Account shall be made on the following basis and in the following order:

(a) Amounts up to the value of any Capital called from and paid by Members in accordance with article 17, paragraphs 12, subparagraph (d), and 13, shall be distributed to such Members pro rata to their shares in the total value of such Guarantee Capital called and paid;

(b) Amounts up to the value of any Guarantees called from and paid by participants in Associated ICOs which are not Members in accordance with article 17, paragraphs 12, subparagraph (d), and 13, shall be distributed to such participants pro rata to their shares in the total value of such Guarantees called and paid.

5 - Distribution of any assets of the First Account remaining after the distributions provided for in paragraph 4 of this article shall be made to Members pro rata to their subscriptions of Shares of Directly Contributed Capital allocated to the First Account."

shall be renumbered article 36 and amended so as to read:

"Article 36

Settlement of Obligations: Capital Account

1 - Liabilities to creditors of the Fund shall be discharged pari passu through the use of the assets of the Capital Account.

2 - Distribution of any assets of the Capital Account remaining after the distributions provided for in paragraph 1 of this article shall be made to Members pro rata to their subscriptions of Shares of Capital allocated to the Capital Account."

Article 38 , presently reading as follows:

"Article 38

Settlement of Obligations: Second Account

1 - Liabilities incurred by the Fund in respect of Second Account operations shall be discharged through the use of the resources of the Second Account, pursuant to article 18, paragraph 4.

2 - Distribution of any remaining assets of the Second Account shall be made first to Members up to the value of their subscriptions of Shares of Directly Contributed Capital allocated to that Account pursuant to article 10, paragraph 3, and then to contributors to that Account pro rata to their share in the total amount contributed pursuant to article 13."

shall be renumbered article 37 and amended so as to read:

"Article 37

Settlement of Obligations: Operations Account

1 - Liabilities incurred by the Fund in respect of Operations Account activities shall be discharged through the use of the resources of the Operations Account.

2 - Distribution of any remaining assets of the Operations Account shall be made first to Members up to the value of their subscriptions of Shares of Capital allocated to that Account pursuant to article 9, paragraph 3, and then to contributors to that Account pro rata to their share in the total amount contributed pursuant to article 12."

Article 39 , presently reading as follows:

"Article 39

Settlement of Obligations: Other Assets of the Fund

1 - Any other asset shall be realized at a time or times to be decided by the Governing Council, in the light of recommendations made by the Executive Board and in accordance with procedures determined by the Executive Board by a Qualified Majority.

2 - Proceeds realized by the sale of such assets shall be used to discharge pro rata the liabilities referred to in article 37, paragraph 3, and article 38, paragraph 1. Any remaining assets shall be distributed first on the basis and in the order specified in article 37, paragraph 4, and then to Members pro rata to their subscriptions of Shares of Directly Contributed Capital."

shall be renumbered article 38 and amended so as to read:

"Article 38

Settlement of Obligations: Other Assets of the Fund

2 - Proceeds realized by the sale of such assets shall be used to discharge pro rata the liabilities referred to in article 36, paragraph 1, and article 37, paragraph 1. Any remaining assets shall be distributed to Members pro rata to their subscriptions of Shares of Capital."

In chapter ix, "Status, Privileges and Immunities":

Article 40 , presently reading as follows:

"Article 40

Purposes

To enable the Fund to fulfil the functions with which it is entrusted, the status, privileges and immunities set forth in this chapter shall be accorded to the Fund in the territory of each Member."

shall be renumbered article 39 hence so as to read:

"Article 39

Purposes

To enable the Fund to fulfil the functions with which it is entrusted, the status, privileges and immunities set forth in this chapter shall be accorded to the Fund in the territory of each Member."

Article 41 , presently reading as follows:

"Article 41

Legal Status of the Fund

The Fund shall possess full juridical personality, and, in particular, the capacity to conclude international agreements with States and international organizations, to enter into contracts, to acquire and dispose of immovable and movable property, and to institute legal proceedings."

shall be renumbered article 40 hence so as to read:

"Article 40

Legal Status of the Fund

Article 42 , presently reading as follows:

"Article 42

Immunity From Juridical Proceedings

1 - The Fund shall enjoy immunity from every form of legal process, except for actions which may be brought against the Fund:

(a) By lenders of funds borrowed by the Fund with respect to such funds;

(b) By buyers or holders of securities issued by the Fund with respect to such securities; and

Such actions may be brought only before courts of competent jurisdiction in places in which the Fund has agreed in writing with the other party to be subject. However, if no provision is made as to the forum, or if an agreement as to the jurisdiction of such courts is not effective for reasons other than the fault of the party bringing legal action against the Fund, then such action may be brought before a competent court in the place in which the Fund has its headquarters or has appointed an agent for the purpose of accepting service or notice of process.

2 - No action shall be brought against the Fund by Members, Associated ICOs, ICBs, or their participants, or persons acting for or deriving claims from them, except in cases as in paragraph 1 of this article. Nevertheless, Associated ICOs, ICBs, or their participants shall have recourse to such special procedures to settle controversies between themselves and the Fund as may be prescribed in agreements with the Fund, and, in the case of Members, in this Agreement and in any rules and regulations adopted by the Fund.

3 - Notwithstanding the provisions of paragraph 1 of this article, property and assets of the Fund, wherever located and by whomsoever held, shall be immune from search, any form of taking, foreclosure, seizure, all forms of attachment, injunction, or other judicial process impeding disbursement of funds or covering or impeding disposition of any commodity stocks or Stock Warrants, and any other interlocutory measures before the delivery of a final judgement against the Fund by a court having jurisdiction in accordance with paragraph 1 of this article. The Fund may agree with its creditors to limit the property or assets of the Fund which may be subject to execution in satisfaction of a final judgement."

shall be renumbered article 41 and amended so as to read:

"Article 41

Immunity from Juridical Proceedings

1 - The Fund shall enjoy immunity from every form of legal process, except for actions which may be brought against the Fund:

(a) By lenders of funds borrowed by the Fund with respect to such funds;

(b) By buyers or holders of securities issued by the Fund with respect to such securities; and

(c) By assignees and successors in interest thereof with respect to the aforementioned transactions. Such actions may be brought only before courts of competent jurisdiction in places in which the Fund has agreed in writing with the other party to be subject. However, if no provision is made as to the forum, or if an agreement as to the jurisdiction of such courts is not effective for reasons other than the fault of the party bringing legal action against the Fund, then such action may be brought before a competent court in the place in which the Fund has its headquarters or has appointed an agent for the purpose of accepting service or notice of process.

2 - No action shall be brought against the Fund by Members, except in cases as in paragraph 1 of this article. Nevertheless, Members shall have recourse to such special procedures to settle controversies between themselves and the Fund as may be prescribed in this Agreement and in any rules and regulations adopted by the Fund.

3 - Notwithstanding the provisions of paragraph 1 of this article, property and assets of the Fund, wherever located and by whomsoever held, shall be immune from search, any form of taking, foreclosure, seizure, all forms of attachment, injunction, or other judicial process impeding disbursement of funds and any other interlocutory measures before the delivery of a final judgement against the Fund by a court having jurisdiction in accordance with paragraph 1 of this article. The Fund may agree with its creditors to limit the property or assets of the Fund which may be subject to execution in satisfaction of a final judgement."

Article 43 , presently reading as follows:

"Article 43

Immunity of Assets from Other Actions

The property and assets of the Fund, wherever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation and any other form of interference or taking whether by executive or legislative action."

shall be renumbered article 42 hence so as to read:

"Article 42

Immunity of Assets from Other Actions

Article 44 , presently reading as follows:

"Article 44

Immunity of Archives

The archives of the Fund, wherever located, shall be inviolable."

shall be renumbered article 43 hence so as to read:

"Article 43

Immunity of Archives

The archives of the Fund, wherever located, shall be inviolable."

Article 45 , presently reading as follows:

"Article 45

Freedom of Assets from Restrictions

To the extent necessary to carry out the operations provided for in this Agreement and subject to the provisions of this Agreement, all property and assets of the Fund shall be free from restrictions, regulations, controls, and moratoria of any nature."

shall be renumbered article 44 hence so as to read:

"Article 44

Freedom of Assets from Restrictions

Article 46 , presently reading as follows:

"Article 46

Privilege for Communications

As far as may be compatible with any international convention on telecommunications in force and concluded under the auspices of the International Telecommunication Union to which a Member is a party, the official communications of the Fund shall be accorded by each Member the same treatment that is accorded to the official communications of other Members."

shall be renumbered article 45 and amended so as to read:

"Article 45

Privilege for Communications

Article 47 , presently reading as follows:

"Article 47

Immunities and Privileges of Specified Individuals

All Governors, Executive Directors, their alternates, the Managing Director, members of the Consultative Committee, experts performing missions for the Fund, and the staff, other than persons in domestic service of the Fund:

(a) Shall be immune from legal process with respect to acts performed by them in their official capacity except when the Fund waives such immunity;

(b) When they are not nationals of the Member concerned, shall be accorded, as well as their families forming part of their household, the same immunities from immigration restrictions, alien registration requirements and national service obligations and the same facilities as regards exchange restrictions as are accorded by such Member to the representatives, officials and employees of comparable rank of other international financial institutions of which it is a Member;

(c) Shall be granted the same treatment in respect of travelling facilities as is accorded by each Member to representatives, officials and employees of comparable rank of other institutional financial institutions of which it is a Member."

shall be renumbered article 46 hence so as to read:

"Article 46

Immunities and Privileges of Specified Individuals

(a) Shall be immune from legal process with respect to acts performed by them in their official capacity except when the Fund waives such immunity;

(c) Shall be granted the same treatment in respect of travelling facilities as is accorded by each Member to representatives, officials and employees of comparable rank of other international financial institutions of which it is a member."

Article 48 , presently reading as follows:

"Article 48

Immunities from Taxation

1 - Within the scope of its official activities, the Fund, its assets, property, income and its operations and transactions authorized by this Agreement shall be exempt from all direct taxation and from all customs duties on goods imported or exported for its official use, provided that this shall not prevent any Member from imposing its normal taxes and customs duties on commodities which originate from the territory of such Member and which are forfeited to the Fund through any circumstance. The Fund shall not claim exemption from taxes which are no more than charges for services rendered.

2 - When purchases of goods or services of substantial value necessary for the official activities of the Fund are made by or on behalf of the Fund, and when the price of such purchases includes taxes or duties, appropriate measures shall, to the extent possible and subject to the law of the Member concerned, be taken by such Member to grant exemption from such taxes or duties or provide for their reimbursement. Goods imported or purchased under an exemption provided for in this article shall not be sold or otherwise disposed of in the territory of the Member which granted the exemption, except under conditions agreed with that Member.

4 - No taxation of any kind shall be levied on any obligation or security issued or guaranteed by the Fund, including any dividend or interest thereon, by whomsoever held:

(a) Which discriminates against such obligation or security solely because it is issued or guaranteed by the Fund; or

(b) 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 Fund."

shall be renumbered article 47 and amended so as to read:

"Article 47

Immunities from Taxation

3 - No tax shall be levied by Members on or in respect of salaries and emoluments paid or any other form of payment made by the Fund to Governors, Executive Directors, their alternates, members of the Consultative Committee, the Managing Director and staff, as well as experts performing missions for the Fund, who are not their citizens, nationals or subjects. For the purpose of this article 47, paragraph 3, any person who by virtue of domicile or habitual abode is subject to the taxation laws of a Member shall be regarded as a subject of the Member concerned.

4 - No taxation of any kind shall be levied on any obligation or security issued or guaranteed by the Fund, including any dividend or interest thereon, by whomsoever held:

(a) Which discriminates against such obligation or security solely because it is issued or guaranteed by the Fund; or

Article 49 , presently reading as follows:

"Article 49

Waiver of Immunities, Exemptions and Privileges

1 - The immunities, exemptions and privileges provided in this chapter are granted in the interests of the Fund. The Fund may waive, to such extent and upon such conditions as it may determine, the immunities, exemptions and privileges provided in this chapter in cases where its action would not prejudice the interests of the Fund.

2 - The Managing Director shall have the power, as may be delegated to him by the Governing Council, and the duty to waive the immunity of any of the staff, and experts performing missions for the Fund, in cases where the immunity would impede the course of justice and can be waived without prejudice to the interests of the Fund."

shall be renumbered article 48 hence so as to read:

"Article 48

Waiver of Immunities, Exemptions and Privileges

1 - The immunities, exemptions and privileges provided in this chapter are granted in the interests of the Fund.

The Fund may waive, to such extent and upon such conditions as it may determine, the immunities, exemptions and privileges provided in this chapter in cases where its action would not prejudice the interests of the Fund.

In chapter x, "Amendments":

Article 51 , presently reading as follows:

"Article 51

Amendments

(a) Any proposal to amend this Agreement emanating from a Member shall be notified to all Members by the Managing Director and referred to the Executive Board, which shall submit its recommendations thereon to the Governing Council;

(b) Any proposal to amend this Agreement emanating from the Executive Board shall be notified to all Members by the Managing Director and referred to the Governing Council.

2 - Amendments shall be adopted by the Governing Council by a Highly Qualified Majority. Amendments shall enter into force six months after their adoption unless otherwise specified by the Governing Council.

3 - Notwithstanding paragraph 2 of this article, any amendment modifying:

(a) The right of any Member to withdraw from the Fund;

(b) Any voting majority requirement provided for in this Agreement;

(d) The right to subscribe or not to subscribe Shares of Directly Contributed Capital pursuant to article 9, paragraph 5;

(e) The procedure for amending this Agreement;

shall not come into force until accepted by all Members. Acceptance shall be deemed to have been given unless any Member notifies its objection to the Managing Director in writing within six months after the adoption of the amendment. Such period of time may be extended by the Governing Council at the time of the adoption of the amendment, at the request of any Member.

4 - The Managing Director shall immediately notify all Members and the Depositary of any amendments that are adopted and of the date of the entry into force of any such amendments."

shall be renumbered article 50 and amended so as to read:

"Article 50

Amendments

(b) Any proposal to amend this Agreement emanating from the Executive Board shall be notified to all Members by the Managing Director and referred to the Governing Council.

2 - Amendments shall be adopted by the Governing Council by a Highly Qualified Majority, but shall not come into force until accepted by all Members. Acceptance shall be deemed to have been given unless any Member notifies its objection to the Managing Director in writing within six months after the adoption of the amendment. Such period of time may be extended by the Governing Council at the time of the adoption of the amendment, at the request of any Member.

3 - The Managing Director shall immediately notify all Members and the Depositary of any amendments that are adopted and of the date of the entry into force of any such amendments."

In chapter xi, "Interpretation and Arbitration":

Article 52 , presently reading as follows:

"Article 52

Interpretation

1 - Any question of interpretation or application of the provisions of this Agreement arising between any Member and the Fund or between Members shall be submitted to the Executive Board for decision. Such Member or Members shall be entitled to participate in the deliberations of the Executive Board during the consideration of such question in accordance with rules and regulations to be adopted by the Governing Council.

2 - In any case where the Executive Board has given a decision under paragraph 1 of this article, any Member may require, within three months from the date of notification of the decision, that the question be referred to the Governing Council, which shall take a decision at its next meeting by a Highly Qualified Majority. The decision of the Governing Council shall be final.

3 - Where the Governing Council has been unable to reach a decision under paragraph 2 of this article, the question shall be submitted to arbitration in accordance with the procedures laid down in article 53, paragraph 2, if any Member so requests within three months after the final day of consideration of the question by the Governing Council."

shall be renumbered article 51 and amended so as to read:

"Article 51

Interpretation

3 - Where the Governing Council has been unable to reach a decision under paragraph 2 of this article, the question shall be submitted to arbitration in accordance with the procedures laid down in article 52, paragraph 2, if any Member so requests within three months after the final day of consideration of the question by the Governing Council."

Article 53 , presently reading as follows:

"Article 53

Arbitration

1 - Any dispute between the Fund and any Member which has withdrawn, or between the Fund and any Member during the termination of the Fund's operations, shall be submitted to arbitration.

2 - The arbitral tribunal shall consist of three arbitrators. Each party to the dispute shall appoint one arbitrator. The two arbitrators so appointed shall appoint the third arbitrator, who shall be the Chairman. If within 45 days of receipt of the request for arbitration either party has not appointed an arbitrator, or if within 30 days of the appointment of the two arbitrators the third arbitrator has not been appointed, either party may request the President of the International Court of Justice, or such other authority as may have been prescribed by rules and regulations adopted by the Governing Council, to appoint an arbitrator. If the President of the International Court of Justice has been requested under this paragraph to appoint an arbitrator and if the President is a national of a State party to the dispute or is unable to discharge his duties, the authority to appoint the arbitrator shall devolve on the Vice President of the Court, or, if he is similarly precluded, on the oldest among the members of the Court not so precluded who have been longest on the bench. The procedure of arbitration shall be fixed by the arbitrators but the Chairman shall have full power to settle all questions of procedure in any case of disagreement with respect thereto. A majority vote of the arbitrators shall be sufficient to reach a decision, which shall be final and binding upon the parties.

3 - Unless a different procedure for arbitration is provided for in an Association Agreement, any dispute between the Fund and the Associated ICO shall be subject to arbitration in accordance with the procedures provided for in paragraph 2 of this article."

shall be renumbered article 52 and amended so as to read:

"Article 52

Arbitration

1 - Any dispute between the Fund and any Member which has withdrawn, or between the Fund and any Member during the termination of the Fund's operations, shall be submitted to arbitration.

2 - The arbitral tribunal shall consist of three arbitrators. Each party to the dispute shall appoint one arbitrator. The two arbitrators so appointed shall appoint the third arbitrator, who shall be the Chairman. If within 45 days of receipt of the request for arbitration either party has not appointed an arbitrator, or if within 30 days of the appointment of the two arbitrators the third arbitrator has not been appointed, either party may request the President of the International Court of Justice, or such other authority as may have been prescribed by rules and regulations adopted by the Governing Council, to appoint an arbitrator. If the President of the International Court of Justice has been requested under this paragraph to appoint an arbitrator and if the President is a national of a State party to the dispute or is unable to discharge his duties, the authority to appoint the arbitrator shall devolve on the Vice-President of the Court, or, if he is similarly precluded, on the oldest among the members of the Court not so precluded who have been longest on the bench. The procedure of arbitration shall be fixed by the arbitrators but the Chairman shall have full power to settle all questions of procedure in any case of disagreement with respect thereto. A majority vote of the arbitrators shall be sufficient to reach a decision, which shall be final and binding upon the parties."

In chapter xii, "Final Provisions":

Article 54 , presently reading as follows:

"Article 54

Signature and Ratification, Acceptance or Approval

1 - This Agreement shall be open for signature by all States listed in schedule A, and by intergovernmental organizations specified in article 4, subparagraph (b), at United Nations Headquarters in New York from 1 October 1980 until one year after the date of its entry into force.

2 - Any signatory State or signatory intergovernmental organization may become a party to this Agreement by depositing an instrument of ratification, acceptance or approval until 18 months after the date of its entry into force."

shall be deleted in its entirety.

A new article 54 shall be introduced, reading as follows:

"Article 54

Periodic Review of the Agreement

The Governing Council shall every ten years, first time in 2024, review this Agreement and in light of any such review take any action the Governing Council may deem appropriate."

Article 55 , presently reading as follows:

"Article 55

Depositary

The Secretary-General of the United Nations shall be the Depositary of this Agreement."

shall be amended so as to read:

"Article 55

Depositary

The Secretary-General of the United Nations is the Depositary of this Agreement."

Article 56 , presently reading as follows:

"Article 56

Accession

After the entry into force of this Agreement, any State or intergovernmental organization specified in article 4 may accede to this Agreement upon such terms and conditions as are agreed between the Governing Council and that State or intergovernmental organization. Accession shall be effected by the deposit of an instrument of accession with the Depositary.

shall be amended so as to read:

"Article 56

Accession

1 - Any State or intergovernmental organization specified in article 4 may accede to this Agreement upon such terms and conditions as are agreed between the Governing Council and that State or intergovernmental organization. Accession shall be effected by the deposit of an instrument of accession with the Depositary.

2 - For any State or intergovernmental organization that deposits an instrument of accession, this Agreement shall enter into force on the date of such deposit."

Article 57 , presently reading as follows:

"Article 57

Entry into Force

1 - This Agreement shall enter into force upon receipt by the Depositary of instruments of ratification acceptance or approval from at least 90 States, provided that their total subscriptions of Shares of Directly Contributed Capital comprise not less than two thirds of the total subscriptions of Shares of Directly Contributed Capital allocated to all the States specified in schedule A and that not less than 50 per cent of the target for pledges of voluntary contributions to the Second Account specified in article 13, paragraph 2, has been met, and further provided that the foregoing requirements have been fulfilled by 31 March 1982 or by such later date as the States that have deposited such instruments by the end of that period may decide by a two-thirds majority vote of those States. If the foregoing requirements have not been fulfilled by that later date, the States that have deposited such instruments by that later date may decide by a two-thirds majority vote of those States on a subsequent date. The States concerned shall notify the Depositary of any decisions taken under this paragraph.

2 - For any State or intergovernmental organization that deposits an instrument of ratification, acceptance or approval after the entry into force of this Agreement, and for any State or intergovernmental organization that deposits an instrument of accession, this Agreement shall enter into force on the date of such deposit."

shall be renumbered as article 53 and amended so as to read:

"Article 53

Entry into Force

This Agreement entered into force on 19 June 1989 and was amended by the Governing Council on 10 January 2016."

Article 58 , presently reading as follows:

"Article 58

Reservations

Reservations may not be made with respect to any of the provisions of this Agreement, except with respect to article 53."

shall be renumbered article 57 and amended so as to read:

"Article 57

Reservations

Reservations may not be made with respect to any of the provisions of this Agreement, except with respect to article 52."

A new article 58 shall be introduced, reading as follows:

"Article 58

Languages

This Agreement is made in English, French, Russian, Spanish, Chinese and Arabic languages which are equally authentic and have the same force."

In the schedules:

Schedule A, presently reading as follows:

"SCHEDULE A

Subscription of Shares of Directly Contributed Capital

([ver documento original](https://files.diariodarepublica.pt/1s/2017/07/13000/0341603514.pdf))

shall be amended so as to read:

"SCHEDULE A

Subscriptions of Shares of Capital

([ver documento original](https://files.diariodarepublica.pt/1s/2017/07/13000/0341603514.pdf))

Schedule B, presently reading as follows:

"SCHEDULE B

Special Arrangements for the Least Developed Countries Pursuant to article 11, paragraph 6

1 - Members in the category of least developed countries as defined by the United Nations shall pay the Paid-in Shares referred to in article 10, paragraph 1, subparagraph (b), in the following manner:

(a) A payment of 30 per cent shall be made in three equal instalments over a period of three years;

(b) A subsequent payment of 30 per cent shall be made in instalments as and when decided by the Executive Board;

(c) After payment of subparagraphs (a) and (b) above, the remaining 40 per cent shall be evidenced by members by the deposit of irrevocable, non-negotiable non-interest-bearing promissory notes, and shall be paid as and when decided by the Executive Board.

2 - Notwithstanding the provisions of article 31, a least developed country shall not be suspended from its membership for its failure to fulfil the financial obligations referred to in paragraph 1 of this schedule without being given the full opportunity to represent its case, within a reasonable period of time, and satisfy the Governing Council of its inability to fulfil such obligations."

shall be amended so as to read:

"SCHEDULE B

Special Arrangements for the Least Developed Countries, Pursuant to article 10, paragraph 5

1 - Members in the category of least developed countries as defined by the United Nations shall pay the Shares referred to in article 9, paragraph 1, subparagraph (b), in the following manner:

(a) A payment of 30 per cent shall be made in three equal instalments over a period of three years;

(b) A subsequent payment of 30 per cent shall be made in instalments as and when decided by the Executive Board;

Schedule C, presently reading as follows:

"SCHEDULE C

Eligibility Criteria for ICBs

1 - An ICB shall be established on an intergovernmental basis, with membership open to all States Members of the United Nations or of any of its specialized agencies or of the International Atomic Energy Agency.

2 - It shall be concerned on a continuing basis with the trade, production and consumption aspects of the commodity in question.

3 - Its membership shall comprise producers and consumers, which shall represent an adequate share of exports and of imports of the commodity concerned.

4 - It shall have an effective decision-making process that reflects the interests of its participants.

5 - It shall be in a position to adopt a suitable method for ensuring the proper discharge of any technical or other responsibilities arising from its association with the activities of the Second Account."

shall be amended so as to read:

"SCHEDULE C

Eligibility Criteria for ICBs

2 - It shall be concerned on a continuing basis with the trade, production and consumption aspects of the commodity in question.

3 - Its membership shall comprise producers and consumers, which shall represent an adequate share of exports and of imports of the commodity concerned.

4 - It shall have an effective decision-making process that reflects the interests of its participants.

Schedule D, presently reading as follows:

"SCHEDULE D

Allocation of Votes

1 - Each Member State referred to in article 5, subparagraph (a), shall hold:

(a) 150 basic votes;

(b) The number of votes allocated to it in respect of Shares of Directly Contributed Capital which it has subscribed, as set out in the annex to this schedule;

(d) Any votes allocated to it in accordance with paragraph 3 of this schedule.

2 - Each Member State referred to in article 5, subparagraph (b), shall hold:

(a) 150 basic votes;

(b) A number of votes in respect of Shares of Directly Contributed Capital which it has subscribed, to be determined by the Governing Council by a Qualified Majority on a basis consistent with the allocation of votes provided for in the annex to this schedule;

(d) Any votes allocated to it in accordance with paragraph 3 of this schedule.

3 - In the event of unsubscribed or additional Shares of Directly Contributed Capital being made available for subscription in accordance with article 9, paragraph 4, subparagraphs (b) and (c), and article 12, paragraph 3, two additional votes shall be allocated to each Member State for each additional Share of Directly Contributed Capital which it subscribes.

4 - The Governing Council shall keep the voting structure under constant review and, if the actual voting structure is significantly different from that provided for in the annex to this schedule, shall make any necessary adjustments in accordance with the fundamental principles governing the distribution of votes reflected in this schedule. In making such adjustments, the Governing Council shall take into consideration:

(a) The membership;

(b) The number of Shares of Directly Contributed Capital;

5 - Adjustments in the distribution of votes pursuant to paragraph 4 of this schedule shall be made in accordance with rules and regulations to be adopted for this purpose by the Governing Council at its first annual meeting by a Highly Qualified Majority."

shall be amended so as to read:

"SCHEDULE D

Allocation of Votes

1 - Each Member State referred to in article 5, subparagraph (a), shall hold:

(a) 150 basic votes;

(b) The number of votes allocated to it in respect of Shares of Capital which it has subscribed, as set out in the annex to this schedule;

2 - Each Member State referred to in article 5, subparagraph (b), shall hold:

(a) 150 basic votes;

(b) A number of votes in respect of Shares of Capital which it has subscribed, to be determined by the Governing Council by a Qualified Majority on a basis consistent with the allocation of votes provided for in the annex to this schedule;

3 - In the event of unsubscribed or additional Shares of Capital being made available for subscription in accordance with article 8, paragraph 3, subparagraph (b), and article 11, paragraph 2, two additional votes shall be allocated to each Member State for each additional Share of Capital which it subscribes.

(a) The membership;

(b) The number of Shares of Capital."

Annex to schedule D, presently reading as follows:

"ANNEX TO SCHEDULE D

Allocation of Votes

([ver documento original](https://files.diariodarepublica.pt/1s/2017/07/13000/0341603514.pdf))

shall be amended so as to read:

"ANNEX TO SCHEDULE D

Allocation of Votes

([ver documento original](https://files.diariodarepublica.pt/1s/2017/07/13000/0341603514.pdf))

Schedule E, presently reading as follows:

"SCHEDULE E

Election of Executive Directors

1 - The Executive Directors and their alternates shall be elected by ballot of the Governors.

2 - Balloting shall be for candidatures. Each candidature shall comprise a person nominated by a Member for Executive Director and a person nominated by the same Member or another Member for alternate. The two persons forming each candidature need not be of the same nationality.

3 - Each Governor shall cast for one candidature all of the votes to which the Member which appointed that Governor is entitled under schedule D.

4 - The 28 candidatures receiving the greatest number of votes shall be elected, provided that no candidature has received less than 2.5 per cent of the total voting power.

5 - If 28 candidatures are not elected on the first ballot, a second ballot shall be held in which shall vote only:

(a) Those Governors who voted in the first ballot for a candidature not elected;

(b) Those Governors whose votes for an elected candidature are deemed under paragraph 6 of this schedule to have raised the votes cast for that candidature above 3.5 per cent of the total voting power.

6 - In determining whether the votes cast by a Governor are to be deemed to have raised the total of any candidature above 3.5 per cent of the total voting power, the percentage shall be deemed to exclude, first, the votes of the Governor casting the smallest number of votes for that candidature, then the votes of the Governor casting the second smallest number of votes, and so on until 3.5 per cent, or a figure below 3.5 per cent but above 2.5 per cent, is reached; except that any Governor whose votes must be counted in order to raise the total of any candidature above 2.5 per cent shall be considered as casting all of his votes for that candidature, even if the total votes for that candidature thereby exceed 3.5 per cent.

7 - If, on any ballot, two or more Governors holding an equal number of votes have voted for the same candidature and the votes of one or more, but not all, of such Governors could be deemed to have raised the total votes above 3.5 per cent of the total voting power, whoever among them shall be entitled to vote on the next ballot, if a next ballot is required, shall be determined by lot.

8 - For determining whether a candidature is elected at the second ballot, and who are the Governors whose votes shall be deemed to have elected that candidature the minimum and maximum percentages specified in paragraphs 4 and 5, subparagraph (b) of this schedule and the procedures described in paragraphs 6 and 7 of this schedule shall apply.

9 - If, after the second ballot, 28 candidatures have not been elected, further ballots shall be held on the same principles until 27 candidatures have been elected. After this, the twenty-eighth candidature shall be elected by a simple majority of the remaining votes.

10 - In the event that a Governor votes for an unsuccessful candidature in the last ballot held, that Governor may designate a successful candidature, if the latter agrees, to represent in the Executive Board the Member which appointed that Governor. In this case, the ceiling of 3.5 per cent specified in paragraph 5, subparagraph (b), of this schedule shall not apply to the candidature so designated.

11 - When a State accedes to this Agreement in the interval between elections of the Executive Directors, it may designate any of the Executive Directors, if the latter agrees, to represent it in the Executive Board. In this case, the ceiling of 3.5 per cent specified in paragraph 5, subparagraph (b) of this schedule shall not apply."

shall be amended so as to read:

"Schedule E

Election of Executive Directors

1 - For the purpose of this schedule:

'Candidature' means any two persons nominated by a Constituency; one for a post as Executive Director and one for his or her alternate;

'Constituency' means, as the context may require:

(a) Any singular Member holding a number of Votes equal to or exceeding a given number to be determined by the Governing Council at any time; and/or

(b) Any group of Members holding among them a number of Votes which falls between the number determined by the Governing Council under subparagraph (a), and a lower number to be determined by the Governing Council at any time;

'Votes' means votes as allocated to the respective Members pursuant to schedule D.

2 - The Executive Directors and their alternates shall be elected by the Governing Council by endorsement of Candidatures submitted by the respective Constituencies. The two persons forming each Candidature need not be of the same nationality.

3 - At each meeting of the Governing Council where elections for Executive Directors are to be held, each Constituency shall present one Candidature. In the case that the Governing Council should not endorse a Candidature, the Constituency concerned shall be entitled to submit up to three further Candidatures at the relevant meeting of the Governing Council.

4 - Always subject to the provisions of paragraph 1 of this schedule, any group of Members may at their discretion establish a Constituency. The terms for co-operation, decision-making and nomination of candidatures within each Consistency shall be determined by the Members concerned at their discretion.

5 - The Governing Council may at any time with a Highly Qualified Majority amend all or any of the numbers of Votes referred to in paragraph 1 of this schedule."

Schedule F, presently reading as follows:

"SCHEDULE F

Unit of Account

The value of one Unit of Account shall be the sum of the values of the following currency units converted into any one of those currencies:

United States dollar - 0.40;

Deutsche mark - 0.32;

Japanese yen - 21;

French franc - 0.42;

Pound sterling - 0.050;

Italian lira - 52;

Netherlands guilder - 0.14;

Canadian dollar - 0.070;

Belgian franc - 1.6;

Saudi Arabian riyal - 0.13;

Swedish krona - 0.11;

Iranian rial - 1.7;

Australian dollar - 0.017;

Spanish peseta - 1.5;

Norwegian crown - 0.10;

Austrian schilling - 0.28.

Any change in the list of the currencies that determine the value of the Unit of Account, and in the amounts of these currencies, shall be made in accordance with rules and regulations adopted by the Governing Council by a Qualified Majority in conformity with the practice of a competent international monetary organization."

shall be amended so as to read:

"SCHEDULE F

Unit of Account

1 - The value of one Unit of Account shall be the sum of the values of the following currency units converted into any one of those currencies:

Euro - 0.423;

United States dollar - 0.66;

Japanese yen - 12.1;

Pound sterling - 0.1110.

2 - Any change in the list of the currencies that determine the value of the Unit of Account, and in the amounts of these currencies, shall be made in accordance with rules and regulations adopted by the Governing Council by a Qualified Majority in conformity with the practice of a competent international monetary organization."

ANNEX

COMPLETE TEXT OF THE AGREEMENT ESTABLISHING THE COMMON FUND FOR COMMODITIES AS AMENDED BY THIS DECISION

Preamble

The Parties:

Determined to promote economic co-operation and understanding among all States, particularly between developed and developing countries, based on the principles of equity and sovereign equality and thereby to contribute to the establishment of a New International Economic Order;

Recognizing the need for improved forms of international co-operation in the field of commodities as an essential condition for the establishment of a New International Economic Order, aimed at promoting economic and social development, particularly of developing countries;

Desirous of promoting global action to improve market structures in international trade in commodities of interest to developing countries;

Recalling resolution 93(IV) on the Integrated Programme for Commodities adopted at the fourth session of the United Nations Conference on Trade and Development (hereinafter referred to as UNCTAD);

have agreed to establish hereby the Common Fund for Commodities, which shall operate in accordance with the following provisions:

CHAPTER I

Definitions

Article 1

Definitions

For the purpose of this Agreement:

1) "Capital" means capital of the Fund as specified in article 8, paragraph 1;

2) "Financial Intervention" means any grant, loan or other credit instrument, investment in equity, debt or investment funds, or any other form of financial intervention or contribution, except loan guarantees, that the Governing Council shall approve on a general basis or that the Executive Board shall approve for any individual case, for financing by the Fund under its Operations Account activities;

3) "Fund" means the Common Fund for Commodities established by this Agreement;

4) "International Commodity Body" (hereinafter referred to as ICB) means a body designated by the Executive Board in accordance with the criteria set out in schedule C, for the purpose of the Fund's Operations Account activities;

5) "Shares" means the shares of Capital specified in article 8, paragraph 1;

6) "Highly Qualified Majority" means at least three fourths of all votes cast;

7) "Qualified Majority" means at least two thirds of all votes cast;

8) "Simple Majority" means more than half of all votes cast;

9) "Total voting power" means the sum of the votes held by all the Members of the Fund;

10) "Trust Fund" means any amount of cash and/or number of other financial instruments of another party or parties, which is administered and/or managed by the Fund;

11) "Unit of Account" means the unit of account of the Fund as defined in accordance with article 7, paragraph 1;

12) "Usable Currencies" means (a) the Japanese yen, the pound sterling, the Euro, the United States dollar and any other currency which has been designated from time to time by a competent international monetary organization as being in fact widely used to make payments for international transactions and widely traded in the principal exchange markets, and (b) any other freely available and effectively usable currency which the Executive Board may designate by a Qualified Majority after the approval of the country whose currency the Fund proposes to designate as such. Currencies may be removed from the list of Usable Currencies by the Executive Board by a Qualified Majority;

13) "Votes cast" means affirmative and negative votes.

CHAPTER II

Objectives and Functions

Article 2

Objectives

The objectives of the Fund shall be:

(a) To serve as a key instrument in attaining the agreed objectives of the Integrated Programme for Commodities as embodied in resolution 93(IV) of UNCTAD;

(b) To promote the development of the commodity sector and to contribute to sustainable development in its three dimensions i.e. social, economic and environmental; acknowledging the diversity of ways towards sustainable development and in this regard recall that each country has the primary responsibility for its own development and the right to determine its own development paths and appropriate strategies.

Article 3

Functions

To further its objectives as stated in article 2, the Fund shall exercise the following functions:

(a) To mobilize resources and to finance measures and actions in the field of commodities as hereinafter provided;

(b) To establish partnerships to encourage synergies through co-operation and implementation of commodity development activities;

(d) To disseminate knowledge and to provide information on new and innovative approaches in the field of commodities;

(e) To perform other functions as decided by the Governing Council.

CHAPTER III

Membership

Article 4

Eligibility

Membership in the Fund shall be open to:

(a) All States Members of the United Nations or of any of its specialized agencies or of the International Atomic Energy Agency; and

(b) Any intergovernmental organization which exercises competence in fields of activity of the Fund. Such intergovernmental organizations shall not be required to undertake any financial obligations to the Fund; nor shall they hold any votes.

Article 5

Members

The Members of the Fund (hereinafter referred to as Members) shall be:

(a) Those States which have ratified, accepted or approved this Agreement on or prior to its date of entry into force;

(b) Those States which have acceded to this Agreement in accordance with article 56;

(c) Those intergovernmental organizations referred to in article 4, subparagraph (b), which have ratified, accepted or approved this Agreement on or prior to its date of entry into force;

(d) Those intergovernmental organizations referred to in article 4, subparagraph (b), which have acceded to this Agreement in accordance with article 56.

Article 6

Limitations of Liability

No Member shall be liable, by reason only of its membership, for acts or obligations of the Fund.

CHAPTER IV

Capital and Other Resources

Article 7

Unit of Account and Currencies

1 - The Unit of Account of the Fund shall be as defined in schedule F.

2 - The Fund shall hold, and conduct its financial transactions in Usable Currencies. No Member shall maintain or impose restrictions on the holding, use or exchange by the Fund of Usable Currencies deriving from:

(a) Payment of subscriptions of Shares of Capital;

(b) Payment of voluntary contributions;

(d) Payment on account of principal, income, interest or other charges in respect of loans or investments made out of any of the funds referred to in this paragraph.

3 - The Executive Board shall determine the method of valuation of Usable Currencies, in terms of the Unit of Account, in accordance with prevailing international monetary practice.

Article 8

Capital Resources

1 - The capital of the Fund (referred to herein as Capital) shall be divided into 37,000 Shares to be issued by the Fund, having a par value of 7,566.47145 Units of Account each and a total value of 279,959,444 Units of Account.

2 - Shares of Capital shall be available for subscription only by Members in accordance with the provisions of article 9.

3 - The Shares of Capital:

(a) Shall, if necessary, be increased by the Governing Council upon the accession of any State under article 56;

(b) May be increased by the Governing Council in accordance with article 11.

4 - If the Governing Council makes available for subscription unsubscribed Shares of Capital pursuant to article 11, paragraph 2, or increases the Shares of Capital pursuant to paragraph 3, subparagraph (b), of this article, each Member shall have the right, but shall not be required, to subscribe such Shares.

Article 9

Subscription of Shares

1 - Each Member referred to in article 5, subparagraph (a), shall maintain a subscription, as set forth in schedule A, of:

(a) 100 Shares; and

(b) Any additional Shares.

2 - Each Member referred to in article 5, subparagraph (b), shall subscribe:

(a) 100 Shares; and

(b) Any additional Shares to be determined by the Governing Council by a Qualified Majority in a manner consistent with the allocation of Shares in schedule A and in accordance with the terms and conditions agreed pursuant to article 56.

3 - Each Member may on a voluntary basis allocate to the Operations Account a part of its subscription under, respectively, paragraphs 1, subparagraph (a), or 2, subparagraph (a), of this article, as well as such part or parts of its subscription under, respectively, paragraphs 1, subparagraph (b), or 2, subparagraph (b), as the Governing Council in consensus shall allow at the request of such Member.

4 - In addition to its mandatory subscription pursuant to article 9, paragraphs 1 or 2 respectively, each Member may at its own discretion request the Governing Council to make available for such Member for subscription any number of Shares of Capital as referred to in article 8, that remain unsubscribed as of the date of such request. The payment of any Shares so subscribed shall take place on terms and conditions to be agreed between the Governing Council and the Member concerned.

5 - Shares of Capital shall not be pledged or encumbered by Members in any manner whatsoever and shall be transferable only to the Fund.

Article 10

Payment of Shares

1 - Payments of Shares of Capital subscribed by each Member shall be made:

(a) In any Usable Currency at the rate of conversion between that Usable Currency and the Unit of Account as at the date of payment; or

(b) In a Usable Currency selected by that Member at the time of deposit of its instrument of ratification, acceptance or approval, and at the rate of conversion between that Usable Currency and the Unit of Account as at the date of this Agreement.

At the time of deposit of its instrument of ratification, acceptance or approval, each Member shall select one of the procedures above, which shall apply to all such payments.

2 - When undertaking any review in accordance with article 11, paragraph 1, the Governing Council shall review the operation of the method of payment referred to in paragraph 1 of this article, in the light of exchange-rate fluctuations, and, taking into account developments in the practice of international lending institutions, shall decide by a Highly Qualified Majority on changes, if any, in the method of payment of subscriptions of any additional Shares of Capital subsequently issued in accordance with article 11, paragraph 2.

3 - Each Member referred to in article 5, subparagraph (a), shall:

(a) Have paid 30 per cent of its total subscription of Shares within 60 days after the entry into force of this Agreement, or within 30 days after the date of deposit of its instrument of ratification, acceptance or approval, whichever was later;

(b) One year after the payment provided for in subparagraph (a) above, have paid 20 per cent of its total subscription of Shares and deposited with the Fund irrevocable, non-negotiable, non-interest-bearing promissory notes in an amount of 10 per cent of its total subscription of Shares. Such notes shall be encashed as and when decided by the Governing Council by a Qualified Majority;

(c) Two years after the payment provided for in subparagraph (a) above, have deposited with the Fund irrevocable, non-negotiable, non-interest-bearing promissory notes in an amount of 40 per cent of its total subscription of Shares.

Such notes shall be encashed as and when decided by the Governing Council by a Qualified Majority, except that the promissory notes in respect of Shares allocated to the Operations Account shall be encashed as and when decided by the Executive Board.

4 - Calls on Shares of Capital shall be made pro rata from all Members, except as provided for in paragraph 3, subparagraph (c), of this article.

5 - Special arrangements for payment of subscriptions of Shares of Capital by the least developed countries are set forth in schedule B.

6 - Subscription of Shares of Capital may, when relevant, be paid by the appropriate agencies of Members concerned.

Article 11

Adequacy of Subscriptions of Shares of Directly Contributed Capital

1 - The Governing Council may review, at such intervals as it may deem appropriate, the adequacy of the Capital available to the Capital Account.

2 - As a result of any review under paragraph 1 of this article, the Governing Council may decide to make available for subscription unsubscribed Shares or to issue additional Shares of Capital on a basis of assessment to be decided by the Governing Council.

3 - Decisions by the Governing Council under this article shall be adopted by a Highly Qualified Majority but shall not come into force until accepted by all Members. Acceptance shall be deemed to have been given unless any Member notifies its objection to the Managing Director in writing within six months after the adoption of the decision. Such period of time may be extended by the Governing Council at the time of the adoption of the decision, at the request of any Member.

Article 12

Voluntary Contributions

1 - The Fund may accept voluntary contributions from Members and other sources. Such contributions shall be paid in Usable Currencies.

2 - The Governing Council may review the adequacy of the resources of the Operations Account at such times as it decides. In the light of any such reviews, the Governing Council may decide to replenish the resources of the Operations Account and make the necessary arrangements. Any such replenishments shall be voluntary for Members and in accordance with this Agreement.

3 - Voluntary contributions may, at the discretion of the contributor, be made with or without restrictions as to their use by the Fund.

Article 13

Collateral Reserve

1 - The Governing Council shall establish a Collateral Reserve, the resources of which shall be employed as collateral for borrowings made by the Fund.

2 - The resources of the Collateral Reserve shall consist of:

(a) Earnings of the Capital Account, net of administrative expenses, in such amounts as the Governing Council shall determine annually;

(b) Voluntary contributions to the Collateral Reserve from Members; and

3 - Notwithstanding the provisions of paragraphs 1 and 2 of this article, the Governing Council shall decide by a Highly Qualified Majority how to dispose of any net earnings of the Capital Account not allocated to the Collateral Reserve.

Article 14

Debt

1 - The Fund shall not borrow or otherwise incur debt obligations in any form except as in accordance with paragraph 2 of this article.

2 - For the purpose of effective administration of its operations, the Fund may incur short term liabilities for the purpose of:

(i) Settlement of financial transactions or other treasury operations;

(ii) Liquidity needs.

3 - The total debt of the Fund shall at no time exceed the resources of the Collateral Reserve.

Article 15

Trust Funds

1 - The Fund may accept financial resources from any party or parties for the purpose of establishment of a Trust Fund provided that the resources of such Trust Fund shall be applied to further the objectives of the Fund as set out in article 2.

2 - The resources of each Trust Fund shall be held in a separate account, segregated from the resources of the Fund and those of other Trust Funds.

3 - The terms and conditions for utilization of the resources of each Trust Fund and for the Fund's administration and/or management thereof shall, after approval by the Executive Board, be laid down in an agreement between the Fund and the owner or owners of the resources of the Trust Fund.

CHAPTER V

Operations

Article 16

General Provisions

A) Use of Resources

1 - The resources and facilities of the Fund shall be used exclusively to achieve its objectives and fulfil its functions.

B) Two Accounts

2 - The Fund shall establish, and maintain its resources in two separate Accounts: a Capital Account, with resources as provided for in article 17, paragraph 1, and an Operations Account, with resources as provided for in article 18, paragraph 1. Such separation of Accounts shall be reflected in the financial statements of the Fund.

3 - With the exception of Shares of Capital, the Governing Council may decide to re-allocate resources of one Account to the other Account and may apply resources of either Account to cover losses, or discharge liabilities, arising out of the operations or other activities of the other Account.

C) General Powers

4 - In addition to any powers set forth elsewhere in this Agreement, the Fund may exercise the following powers in connection with its operations, subject to and consistent with general operating principles and the terms of this Agreement:

(a) To invest funds at any time not needed for its operations or for the Collateral Reserve in such financial instruments as the Fund may determine;

(b) To exercise such other powers necessary to further its objectives and functions and to implement the provisions of this Agreement.

D) General Operating Principles

5 - The Fund shall operate according to the provisions of this Agreement and any rules and regulations which the Governing Council may adopt.

6 - The Fund shall operate in a manner consistent with good practice for prudent financial management of public funds.

Article 17

The Capital Account

A) Resources

1 - The resources of the Capital Account shall consist of:

(a) Subscriptions by Members of Shares of Capital, except such part of their subscriptions as may have been allocated to the Operations Account in accordance with article 9, paragraph 3;

(b) Voluntary contributions allocated to the Capital Account;

(d) Earnings received by the Fund as service provider pursuant to article 3, subparagraph (c);

(e) Earnings received by the Fund for its administration and management of Trust Funds;

(f) Earnings received by the Fund in the form of interest, service charge, commitment fee and other charges emanating from Financial Interventions;

(g) Resources re-allocated from the Operations Account to the Capital Account in accordance with article 16, paragraph 3;

(h) Borrowings; and

(i) The Collateral Reserve.

B) Use of the Resources of Capital in the Capital Account

2 - Capital allocated to the Capital Account shall be employed exclusively to provide revenues:

(a) To cover the administrative expenses of the Fund; and

(b) To be allocated to the Collateral Reserve, or be disposed of in such other way, as the Governing Council shall determine in accordance with article 13, paragraphs 2, subparagraph (a), and 3.

3 - For the purposes of article 17, paragraph 2, the Capital allocated to the Capital Account shall be invested and/or deposited in accordance with rules and regulations adopted by the Governing Council. Such rules and regulations shall pay due regard to the objective that such Capital shall remain unimpaired at all times and shall not be pledged or encumbered in any manner.

Article 18

The Operations Account

A) Resources

1 - The resources of the Operations Account shall consist of:

(a) The part of Capital allocated to the Operations Account in accordance with article 9, paragraph 3;

(b) Voluntary contributions made to the Operations Account;

(d) Resources re-allocated from the Capital Account to the Operations Account in accordance with article 16, paragraph 3; and

(e) Any other resources placed at the disposal of, received or acquired by, the Fund for or from its Operations Account activities.

B) Financial Limits for the Operations Account

2 - The aggregate amount at any time of the Financial Interventions which the Fund has committed itself to provide, shall at no time exceed the resources of the Operations Account.

C) Principles of Operations Account Activities

3 - The Fund may make or participate in loans and, except for that portion of the Capital allocated to the Operations Account, any other type of Financial Intervention for the financing of measures in the field of commodities from the resources of the Operations Account, subject to the provisions of this Agreement and in particular to the following terms and conditions:

(a) The measures shall be innovative commodity development measures, aimed at improving the structural conditions in markets and at enhancing the long-term competitiveness and prospects of particular commodities, or any other measures that may be included in rules and regulations or guidelines adopted by the Governing Council;

(b) The activities of the Fund in the Operations Account may take the form of any type of Financial Intervention. All Financial Interventions shall be provided on terms and conditions which the Executive Board decides are appropriate.

CHAPTER VI

Organization and Management

Article 19

Structure of the Fund

The Fund shall have a Governing Council, an Executive Board, a Consultative Committee, a Managing Director and such staff and employees as may be necessary to carry out its functions.

Article 20

Governing Council

1 - All the powers of the Fund shall be vested in the Governing Council.

2 - Each Member shall appoint one Governor and one alternate to serve on the Governing Council at the pleasure of the appointing Member. The alternate may participate in meetings but may vote only in the absence of his principal.

3 - The Governing Council may delegate to the Executive Board authority to exercise any powers of the Governing Council, except the power:

(a) To determine the fundamental policy of the Fund;

(b) To agree on terms and conditions for accession to this Agreement in accordance with article 56;

(d) To increase or decrease the Shares of Capital;

(e) To decide on encashment of promissory notes under article 10;

(f) To adopt amendments to this Agreement;

(g) To terminate the operations of the Fund and to distribute the Fund's assets in accordance with chapter viii;

(h) To appoint the Managing Director;

(i) To decide appeals by Members on decisions made by the Executive Board concerning the interpretation or application of this Agreement;

(j) To approve the audited annual statement of accounts of the Fund;

(k) To take decisions pursuant to article 13, paragraph 3, relating to net earnings after provision for the Collateral Reserve;

(l) To approve proposed agreements with other international organizations in accordance with article 29, paragraphs 1 and 2, with the exception of agreements governing singular Financial Interventions;

(m) To decide on replenishments of the Operations Account in accordance with article 12.

4 - The Governing Council shall hold an annual meeting and such special meetings as it may decide, or as are called for by 15 Governors holding at least one fourth of the total voting power, or as requested by the Executive Board.

5 - A quorum for any meeting of the Governing Council shall be constituted by a majority of the Governors holding not less than two thirds of the total voting power.

6 - The Governing Council shall by a Highly Qualified Majority establish such rules and regulations consistent with this Agreement as it deems necessary for the conduct of the business of the Fund.

7 - Governors and alternates shall serve as such without compensation from the Fund, unless the Governing Council decides by a Qualified Majority to pay them reasonable per diem and travel expenses incurred in attending meetings.

8 - At each annual meeting, the Governing Council shall elect a Chairman from among the Governors.

The Chairman shall hold office until the election of his successor. He may be re-elected for one successive term.

Article 21

Voting in the Governing Council

1 - Votes in the Governing Council shall be distributed among Member States in accordance with schedule D.

2 - Decisions in the Governing Council shall, whenever possible, be taken without vote.

3 - Except as otherwise provided in this Agreement, all matters before the Governing Council shall be decided by a Simple Majority.

Article 22

Executive Board

1 - The Executive Board shall be responsible for the conduct of the operations of the Fund and shall report to the Governing Council thereon. For this purpose the Executive Board shall exercise the powers accorded to it elsewhere in this Agreement or delegated to it by the Governing Council. In the exercise of any delegated powers, the Executive Board shall take decisions by the same levels of majority that would apply were such powers retained by the Governing Council.

2 - The Executive Board shall, unless the Governing Council shall decide otherwise with a Highly Qualified Majority, consist of not less than 20 and not more than 25 Executive Directors. There shall be one alternate for each Executive Director.

3 - The Executive Directors and one alternate to each Executive Director shall be elected by the Governing Council in the manner specified in schedule E.

4 - Each Executive Director and alternate shall be elected for a term of two years and may be re-elected.

They shall continue in office until their successors are elected. An alternate may participate in meetings but may vote only in the absence of his principal.

5 - The Executive Board shall function at the headquarters of the Fund and shall meet as often as the business of the Fund may require.

6 - The Executive Directors and their alternates shall serve without remuneration from the Fund. The Fund may, however, pay them reasonable per diem and travel expenses incurred in attending meetings.

7 - A quorum for any meeting of the Executive Board shall be constituted by a majority of Executive Directors holding not less than two thirds of the total voting power.

8 - The Executive Board shall invite the Secretary-General of UNCTAD to attend the meetings of the Executive Board as an observer.

9 - The Executive Board may invite the representatives of other interested international bodies to attend its meetings as observers.

Article 23

Voting in the Executive Board

1 - Each Executive Director shall be entitled to cast the number of votes attributable to the Members he represents. These votes need not be cast as a unit.

2 - Decisions in the Executive Board shall, whenever possible, be taken without vote.

3 - Except as otherwise provided in this Agreement, all matters before the Executive Board shall be decided by a Simple Majority.

Article 24

Managing Director and Staff

1 - The Governing Council shall by a Qualified Majority appoint the Managing Director. If the appointee is, at the time of his appointment, a Governor or an Executive Director, or an alternate, he shall resign from such position prior to taking up his duties as Managing Director.

2 - The Managing Director shall be the chief executive officer of the Fund and shall conduct, under the direction of the Governing Council and the Executive Board, the ordinary business of the Fund.

3 - The term of office of the Managing Director shall be four years and he may be reappointed for one successive term. However, he shall cease to hold office at any time the Governing Council so decides by a Qualified Majority.

4 - The Managing Director shall be responsible for the organization, appointment and dismissal of the staff pursuant to staff rules and regulations to be adopted by the Fund. In appointing the staff the Managing Director shall, subject to the paramount importance of securing the highest standards of efficiency and of technical competence, pay due regard to recruiting personnel on as wide a geographical basis as possible.

5 - The Managing Director and staff, in the discharge of their functions, shall owe their duty entirely to the Fund and to no other authority. Each Member shall respect the international character of this duty and shall refrain from all attempts to influence the Managing Director or any of the staff in the discharge of their functions.

Article 25

Consultative Committee

The Fund shall maintain at the disposal of the Executive Board, a Consultative Committee, established and operating, in accordance with rules and regulations adopted by the Governing Council, to facilitate the activities of the Operations Account.

Article 26

Budgetary and Audit Provisions

1 - The administrative expenses of the Fund shall be covered from the resources of the Capital Account.

2 - The Managing Director shall prepare an annual administrative budget, which shall be considered by the Executive Board and be transmitted, together with its recommendations, to the Governing Council for approval.

3 - The Managing Director shall arrange for an annual independent and external audit of the accounts of the Fund. The audited statement of accounts, after consideration by the Executive Board, shall be transmitted, together with its recommendations, to the Governing Council for approval.

Article 27

Location of Headquarters

The headquarters of the Fund shall, except as the Governing Council with a Qualified Majority shall decide otherwise, be located in Amsterdam, The Netherlands. The Fund may, by a decision of the Governing Council, establish other offices, as necessary, in the territory of any Member.

Article 28

Publication of Reports

The Fund shall issue and transmit to Members an annual report containing an audited statement of accounts. After adoption by the Governing Council, such report and statement shall also be transmitted for information to the General Assembly of the United Nations, to the Trade and Development Board of UNCTAD and to other interested international organizations.

Article 29

Relations with the United Nations, ICBs, Other International Organizations and Other Entities

1 - The Fund may enter into negotiations with the United Nations with a view to concluding an agreement to bring the Fund into relationship with the United Nations as one of the specialized agencies referred to in article 57 of the Charter of the United Nations. Any agreement concluded in accordance with article 63 of the Charter shall require the approval of the Governing Council, upon the recommendation of the Executive Board.

2 - The Fund may co-operate closely with the bodies and organizations of the United Nations system, and enter into such agreements with such entities as may be deemed desirable.

3 - The Fund shall seek to establish working relationships with ICBs and other international organizations and with public and private entities engaged in activities related to those of the Fund, and to mobilize financial support for the Fund's objectives from whichever sources available. In the interrelation between the Fund and such organizations and entities each party shall respect the autonomy of the other.

CHAPTER VII

Withdrawal and Suspension of Membership

Article 30

Withdrawal of Members

A Member may at any time, except as provided for in article 34, paragraph 2, and subject to the provisions of article 32, withdraw from the Fund by transmitting a notice in writing to the Fund. Such withdrawal shall become effective on the date specified on the notice, which shall be not less than twelve months after receipt of the notice by the Fund.

Article 31

Suspension of Membership

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