(d) A quorum for any meeting of the Board of Governors shall be a
majority of the Governors having not less than two-thirds of the
total voting power.
(e) Each Governor shall be entitled to cast the number of votes
allotted under Section 5 of this Article to the member appointing
him.
(f) The Board of Governors may by regulation establish a procedure
whereby the Executive Board, when it deems such action to be in the
best interests of the Fund, may obtain a vote of the Governors on a
specific question without calling a meeting of the Board of
Governors.
(g) The Board of Governors, and the Executive Board to the extent
authorized, may adopt such rules and regulations as may be necessary
or appropriate to conduct the business of the Fund.
(h) Governors and Alternates shall serve as such without
compensation from the Fund, but the Fund may pay them reasonable
expenses incurred in attending meetings.
(i) The Board of Governors shall determine the remuneration to be
paid to the Executive Directors and their Alternates and the salary
and terms of the contract of service of the Managing Director.
(j) The Board of Governors and the Executive Board may appoint such
committees as they deem advisable. Membership of committees need not
be limited to Governors or Executive Directors or their Alternates.
Section 3. Executive Board
(a) The Executive Board shall be responsible for conducting the
business of the Fund, and for this purpose shall exercise all the
powers delegated to it by the Board of Governors.
(b) The Executive Board shall consist of Executive Directors with
the Managing Director as chairman. Of the Executive Directors:
(i) | | five shall be appointed by the five members having the largest
quotas; and |
(ii) | | fifteen shall be elected by the other members. |
For the purpose of each regular election of Executive Directors, the
Board of Governors, by an eighty-five percent majority of the total
voting power, may increase or decrease the number of Executive
Directors in (ii) above. The number of Executive Directors in (ii)
above shall be reduced by one or two, as the case may be, if
Executive Directors are appointed under (c) below, unless the Board
of Governors decides, by an eighty-five percent majority of the
total voting power, that this reduction would hinder the effective
discharge of the functions of the Executive Board or of Executive
Directors or would threaten to upset a desirable balance in the
Executive Board.
(c) If, at the second regular election of Executive Directors and
thereafter, the members entitled to appoint Executive Directors
under (b)(i) above do not include the two members, the holdings of
whose currencies by the Fund in the General Resources Account have
been, on the average over the preceding two years, reduced below
their quotas by the largest absolute amounts in terms of the special
drawing right, either one or both of such members, as the case may
be, may appoint an Executive Director.
(d) Elections of elective Executive Directors shall be conducted at
intervals of two years in accordance with the provisions of Schedule
E, supplemented by such regulations as the Fund deems appropriate.
For each regular election of Executive Directors, the Board of
Governors may issue regulations making changes in the proportion of
votes required to elect Executive Directors under the provisions of
Schedule E.
(e) Each Executive Director shall appoint an Alternate with full
power to act for him when he is not present. When the Executive
Directors appointing them are present, Alternates may participate in
meetings but may not vote.
(f) Executive Directors shall continue in office until their
successors are appointed or elected. If the office of an elected
Executive Director becomes vacant more than ninety days before the
end of his term, another Executive Director shall be elected for the
remainder of the term by the members that elected the former
Executive Director. A majority of the votes cast shall be required
for election. While the office remains vacant, the Alternate of the
former Executive Director shall exercise his powers, except that of
appointing an Alternate.
(g) The Executive Board shall function in continuous session at the
principal office of the Fund and shall meet as often as the business
of the Fund may require.
(h) A quorum for any meeting of the Executive Board shall be a
majority of the Executive Directors having not less than one-half of
the total voting power.
(i) | (i) | | Each appointed Executive Director shall be entitled to cast
the number of votes allotted under Section 5 of this Article to the
member appointing him. |
| (ii) | | If the votes allotted to a member that appoints an Executive
Director under (c) above were cast by an Executive Director together
with the votes allotted to other members as a result of the last
regular election of Executive Directors, the member may agree with
each of the other members that the number of votes allotted to it
shall be cast by the appointed Executive Director. A member making
such an agreement shall not participate in the election of Executive
Directors. |
| (iii) | | Each elected Executive Director shall be entitled to cast the
number of votes which counted towards his election. |
| (iv) | | When the provisions of Section 5(b) of this Article are
applicable, the votes which an Executive Director would otherwise be
entitled to cast shall be increased or decreased correspondingly.
All the votes which an Executive Director is entitled to cast shall
be cast as a unit. |
| (v) | | When the suspension of the voting rights of a member is
terminated under Article XXVI, Section 2(b), and the member is not
entitled to appoint an Executive Director, the member may agree with
all the members that have elected an Executive Director that the
number of votes allotted to that member shall be cast by such
Executive Director, provided that, if no regular election of
Executive Directors has been conducted during the period of the
suspension, the Executive Director in whose election the member had
participated prior to the suspension, or his successor elected in
accordance with paragraph 3(c) (i) of Schedule L or with (f) above,
shall be entitled to cast the number of votes allotted to the
member. The member shall be deemed to have participated in the
election of the Executive Director entitled to cast the number of
votes allotted to the member. |
(j) The Board of Governors shall adopt regulations under which a
member not entitled to appoint an Executive Director under (b) above
may send a representative to attend any meeting of the Executive
Board when a request made by, or a matter particularly affecting,
that member is under consideration.
Section 4. Managing Director and
staff
(a) The Executive Board shall select a Managing Director who shall
not be a Governor or an Executive Director. The Managing Director
shall be chairman of the Executive Board, but shall have no vote
except a deciding vote in case of an equal division. He may
participate in meetings of the Board of Governors, but shall not
vote at such meetings. The Managing Director shall cease to hold
office when the Executive Board so decides.
(b) The Managing Director shall be chief of the operating staff of
the Fund and shall conduct, under the direction of the Executive
Board, the ordinary business of the Fund. Subject to the general
control of the Executive Board, he shall be responsible for the
organization, appointment, and dismissal of the staff of the Fund.
(c) The Managing Director and the staff of the Fund, in the
discharge of their functions, shall owe their duty entirely to the
Fund and to no other authority. Each member of the Fund shall
respect the international character of this duty and shall refrain
from all attempts to influence any of the staff in the discharge of
these functions.
(d) 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 the
importance of recruiting personnel on as wide a geographical basis
as possible.
(a) Each member shall have two hundred fifty votes plus one
additional vote for each part of its quota equivalent to one hundred
thousand special drawing rights.
(b) Whenever voting is required under Article V, Section 4 or 5,
each member shall have the number of votes to which it is entitled
under (a) above adjusted
(i) | | by the addition of one vote for the equivalent of each four
hundred thousand special drawing rights of net sales of its currency
from the general resources of the Fund up to the date when the vote
is taken, or |
(ii) | | by the subtraction of one vote for the equivalent of each four
hundred thousand special drawing rights of its net purchases under
Article V, Section 3(b) and (f) up to the date when the vote is
taken, |
provided that neither net purchases nor net sales shall be deemed at
any time to exceed an amount equal to the quota of the member
involved.
(c) Except as otherwise specifically provided, all decisions of the
Fund shall be made by a majority of the votes cast.
Section 6. Reserves, distribution of net income, and
investment
(a) The Fund shall determine annually what part of its net income
shall be placed to general reserve or special reserve, and what
part, if any, shall be distributed.
(b) The Fund may use the special reserve for any purpose for which
it may use the general reserve, except distribution.
(c) If any distribution is made of the net income of any year, it
shall be made to all members in proportion to their quotas.
(d) The Fund, by a seventy percent majority of the total voting
power, may decide at any time to distribute any part of the general
reserve. Any such distribution shall be made to all members in
proportion to their quotas.
(e) Payments under (c) and (d) above shall be made in special
drawing rights, provided that either the Fund or the member may
decide that the payment to the member shall be made in its own
currency.
(f) | (i) | | The Fund may establish an Investment Account for the purposes
of this subsection (f). The assets of the Investment Account
shall be held separately from the other accounts of the General
Department. |
| (ii) | | The Fund may decide to transfer to the Investment Account a
part of the proceeds of the sale of gold in accordance with Article
V, Section 12(g) and, by a seventy percent majority of the total
voting power, may decide to transfer to the Investment Account, for
immediate investment, currencies held in the General Resources
Account. The amount of these transfers shall not exceed the total
amount of the general reserve and the special reserve at the time of
the decision. |
| (iii) | | The Fund may invest a member's currency held in the Investment
Account in marketable obligations of that member or in marketable
obligations of international financial organizations. No investment
shall be made without the concurrence of the member whose currency
is used to make the investment. The Fund shall invest only in
obligations denominated in special drawing rights or in the currency
used for investment. |
| (iv) | | The income of investment may be invested in accordance with the
provisions of this subsection (f). Income not invested shall be
held in the Investment Account or may be used for meeting the
expenses of conducting the business of the Fund. |
| (v) | | The Fund may use a member's currency held in the Investment
Account to obtain the currencies needed to meet the expenses of
conducting the business of the Fund. |
| (vi) | | The Investment Account shall be terminated in the event of
liquidation of the Fund and may be terminated, or the amount of the
investment may be reduced, prior to liquidation of the Fund by a
seventy percent majority of the total voting power. The Fund, by a
seventy percent majority of the total voting power, shall adopt
rules and regulations regarding administration of the Investment
Account, which shall be consistent with (vii), (viii), and (ix)
below. |
| (vii) | | Upon termination of the Investment Account because of
liquidation of the Fund, any assets in this account shall be
distributed in accordance with the provisions of Schedule K,
provided that a portion of these assets corresponding to the
proportion of the assets transferred to this account under Article
V, Section 12(g) to the total of the assets transferred to this
account shall be deemed to be assets held in the Special
Disbursement Account and shall be distributed in accordance with
Schedule K, paragraph 2(a)(ii). |
| (viii) | | Upon termination of the Investment Account prior to
liquidation of the Fund, a portion of the assets held in this
account corresponding to the proportion of the assets transferred to
this account under Article V, Section 12(g) to the total of the
assets transferred to the account shall be transferred to the
Special Disbursement Account if it has not been terminated, and the
balance of the assets held in the Investment Account shall be
transferred to the General Resources Account for immediate use in
operations and transactions. |
| (ix) | | On a reduction of the amount of the investment by the Fund, a
portion of the reduction corresponding to the proportion of the
assets transferred to the Investment Account under Article V,
Section 12(g) to the total of the assets transferred to this account
shall be transferred to the Special Disbursement Account if it has
not been terminated, and the balance of the reduction shall be
transferred to the General Resources Account for immediate use in
operations and transactions. |
Section 7. Publication of
reports
(a) The Fund shall publish an annual report containing an audited
statement of its accounts, and shall issue, at intervals of three
months or less, a summary statement of its operations and
transactions and its holdings of special drawing rights, gold, and
currencies of members.
(b) The Fund may publish such other reports as it deems desirable
for carrying out its purposes.
Section 8. Communication of views to
members
The Fund shall at all times have the right to communicate its views
informally to any member on any matter arising under this Agreement.
The Fund may, by a seventy percent majority of the total voting
power, decide to publish a report made to a member regarding its
monetary or economic conditions and developments which directly tend
to produce a serious disequilibrium in the international balance of
payments of members. If the member is not entitled to appoint an
Executive Director, it shall be entitled to representation in
accordance with Section 3(j) of this Article. The Fund shall not
publish a report involving changes in the fundamental structure of
the economic organization of members.
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