CHAPTER
353
INTERNATIONAL FINANCE CORPORATION (AGREEMENT) |
ARRANGEMENT OF
SECTIONS |
SECTION |
|
|
Approval of membership agreement of Finance
Corporation. |
Authority of Minister to discharge from
Consolidated Fund financial obligations of The Bahamas to the Corporation. |
Status, immunities and privileges of the
Corporation. |
Power of Minister to make orders relating to
provisions of the Corporation Agreement. |
SCHEDULE - Text of Articles of Agreement Establishing the
International Finance Corporation. |
CHAPTER 353 |
INTERNATIONAL
FINANCE CORPORATION (AGREEMENT) |
An Act to
provide for the membership of the Bahamas in the International Finance Corporation
and for purposes connected therein. | 11 of 1985 |
[Commencement 31st
December, 1985] |
1. This Act may be cited as the International Finance
Corporation (Agreement) Act. | Short title. |
2. In this Act- | Interpretation |
"Corporation"
means the International Finance Corporation ; |
"Corporation
Agreement" means the Articles of Agreement providing for the establishment
and operation of the Corporation and as set out in the
Schedule; |
"Membership
Resolution" means the resolution adopted by the Board of Governors of the
Corporation. specifying the terms and conditions upon which The Bahamas shall
be admitted to membership of the Corporation; |
"Minister"
means the Minister for the time being charged with responsibility for Finance. |
3. (1) Acceptance by the Government of The Bahamas of
the Corporation Agreement is hereby approved. | Approval of membership agreement of Finance
Corporation. |
(2) The Minister
is hereby authorised- |
(a) to sign the
Corporation Agreement on behalf of The Bahamas; |
(b) to deposit
with the International Bank for Reconstruction and Development an instrument
setting forth that The Bahamas has accepted, in accordance with its laws, the
Corporation Agreement and has taken the steps necessary to enable it to carry
out all of its obligations under the Corporation Agreement and the Membership
Resolution. |
(3) The Minister
may by instrument under his hand empower any person named in the instrument to
carry out any of the acts mentioned at paragraphs (a) and (b) of subsection
(2). |
4. (1) The Minister is authorised to pay for the account
of The Bahamas all payments required to be made from time to time to the
Corporation under the Membership Resolution and the Corporation Agreement. | Authority of Minister to discharge from Consolidated
Fund financial obligation of The Bahamas to the Corporation. |
(2) All sums
necessary to give effect to subsection (1) shall be paid out of the
Consolidated Fund. |
(3) The Central
Bank of The Bahamas shall act as depository for the holdings of currency of The
Bahamas and other assets of the Corporation. |
5. The provisions of sections 2 to 9 (inclusive) of
Article VI of the Corporation Agreement shall have the force of law in The
Bahamas, so, however, that nothing in section 9 of Article VI of the
Corporation Agreement shall be construed- | Status, immunities and privileges of the Corporation. |
(i) as
entitling the Corporation to import goods free of customs duty without any
restriction on their subsequent sale in The Bahamas wherein they were imported; |
(ii) as
conferring on the Corporation any exemption from duties or taxes which form
part of the price of goods sold; or |
(iii) as
conferring on the Corporation any exemption from taxes or duties which are in
fact no more than charges for services rendered. |
6. (1) The Minister may by order make such provisions
as are necessary for carrying into effect any of the provisions of the
Corporation Agreement. | Power of Minister to make orders relating to
provisions of the Corporation Agreement. |
(2) Without
prejudice to the provisions of subsection (1) where any amendment to the
Corporation Agreement is accepted by the Government of The Bahamas, the
Minister may, by order, amend the Schedule by including therein the amendment
so accepted. |
(3) An order made
under subsection (2) may contain such consequential, supplemental or ancillary
provisions (including provisions amending this Act) as appear to the Minister
to be necessary or expedient for the purpose of giving due effect to the
amendment accepted as aforesaid. |
(4) Where the
Schedule is amended pursuant to this section, any references in this Act or any
other instrument to that Agreement shall, unless the context otherwise requires
be construed as a reference to the Agreement as so amended. |
SCHEDULE |
ARTICLES OF
AGREEMENT OF THE INTERNATIONAL FINANCE CORPORATION |
Text of Articles
of Agreement Establishing the International Finance Corporation |
The Governments on
whose behalf this Agreement is signed agree as follows: |
Introductory
Article |
The International
Finance Corporation (hereinafter called the Corporation) is established and
shall operate in accordance with the following provisions: |
ARTICLE I
Purpose |
The purpose of the
Corporation is to further economic development by encouraging the growth of
productive private enterprise in member countries, particularly in the less
developed areas, thus supplementing the activities of the International Bank
for Reconstruction and Development (hereinafter called the Bank). In carrying
out this purpose, the Corporation shall: |
(i) in
association with private investors, assist in financing the establishment,
improvement and expansion of productive private enterprises which would
contribute to the development of its member countries by making investments,
without guarantee of repayment by the member government concerned, in cases where
sufficient private capital is not available on reasonable terms; |
(ii) seek to
bring together investment opportunities, domestic and foreign private capital,
and experienced management; and |
(iii) seek to
stimulate, and to help create conditions conducive to, the flow of private
capital, domestic and foreign, into productive investment in member countries. |
The Corporation
shall be guided in all its decisions by the provisions of this Article. |
ARTICLE II
Membership and Capital |
(a) The original
members of the Corporation shall be those members of the Bank listed in
Schedule A hereto which shall, on or before the date specified in Article IX,
Section 2(c), accept membership in the Corporation. | Section 1. Membership. |
(b) Membership
shall be open to other members of the Bank at such times and in accordance with
such terms as may be prescribed by the Corporation. |
(a) The authorised
capital stock of the Corporation shall be $100,000,000, in terms of United
States dollars. [i]* | Section 2. Capital
Stock. |
(b) The authorised
capital stock shall be divided into 100,000 shares having a par value of one
thousand United States dollars each. Any such shares not initially subscribed
by original members shall be available for subsequent subscription in
accordance with Section 3(d) of this Article. |
(c) The amount of
capital stock at any time authorised may be increased by the Board of Governors
as follows: |
(i) by a
majority of the votes cast, in case such increase is necessary for the purpose
of issuing shares of capital stock on initial subscription by members other
than original members, provided that the aggregate of any increases authorised
pursuant to this subparagraph shall not exceed 10,000 shares; |
(ii) in any
other case, three-fourths majority of the total voting power. |
(d) In case of an
increase authorised pursuant to paragraph (c)(ii) above, each member shall have
a reasonable opportunity to subscribe, under such conditions as the Corporation
shall decide, to a proportion of the increase of stock equivalent to the
proportion which its stock theretofore subscribed bears to the total capital
stock of the Corporation, but no member shall be obligated to subscribe to any
part of the increased capital. |
(e) Issuance of
shares of stock, other than those subscribed either on initial subscription or
pursuant to paragraph (d) above, shall require a three-fourths majority of the
total voting power. |
(f) Shares of
stock of the Corporation shall be available for subscription only by, and shall
be issued only to, members. |
(a) Each original
member shall subscribe to the number of shares of stock set forth opposite its
name in Schedule A. The number shall be determined by the Corporation. | Section 3. Subscriptions. |
(b) Shares of
stock initially subscribed by original members shall be issued at par. |
(c) The initial
subscription of each original member shall be payable in full within 30 days
after either the date on which the Corporation shall begin operations pursuant
to Article IX, Section 3(b), or the date on which such original member becomes
a member, whichever shall be later, or at such date thereafter as the
Corporation shall determine. Payment shall be made in gold or United States
dollars in response to a call by the Corporation which shall specify the place
or places of payment. |
(d) The price and
other terms of subscription of shares of stock to be subscribed, otherwise than
on initial subscription by original members, shall be determined by the
Corporation. |
No member shall be
liable, by reason of its membership, for obligations of the Corporation. | Section 4. Limitation
on Liability. |
Shares of stock
shall not be pledged or encumbered in any manner whatever, and shall be
transferable only to the Corporation. | Section 5. Restriction
on Transfers and Pledges of Shares, |
ARTICLE III
Operations |
The Corporation
may make investments of its funds in productive private enterprises in the
territories of its members. The existence of a government or other public
interest in such an enterprise shall not necessarily preclude the Corporation
from making an investment therein. | Section 1. Financial
Operations. |
The Corporation
may make investments of its funds in such form or forms as it may deem
appropriate in the circumstances. | Section 2.Forms of
Financing. [ii]* |
The operations of
the Corporation shall be conducted in accordance with the following principles: | Section 3. Operational
Principles. |
(i) the
corporation shall not undertake any financing for which in its opinion
sufficient private capital could be obtained on reasonable terms; |
(ii) the
Corporation shall not finance an enterprise in the territories of any member if
the member objects to such financing; |
(iii) the
Corporation shall impose no conditions that the proceeds of any financing by it
shall be spent in the territories of any particular country; |
(iv) the
Corporation shall not assume responsibility for managing any enterprise in
which it has invested and shall not exercise voting rights for such purpose or
for any purpose which, in its opinion, properly is within the scope of managerial
control; [iii]* |
(v) the
Corporation shall undertake its financing on terms and conditions which it
considers appropriate, taking into account the requirements of the enterprise,
the risks being undertaken by the Corporation and the terms and conditions
normally obtained by private investors for similar financing; |
(vi) the
Corporation shall seek to revolve its funds by selling its investments to
private investors whenever it can appropriately do so on satisfactory terms; |
(vii) the
Corporation shall seek to maintain a reasonable diversification in its
investments. |
Nothing in this
Agreement shall prevent the Corporation, in the event of actual or threatened
default on any of its investments, actual or threatened insolvency of the
enterprise in which such investment shall have been made, or other situation
which, in the opinion of the Corporation, threatens to jeopardise such
investment, from taking such action and exercising such rights as it may deem
necessary for the protection of its interests. | Section 4. Protection
of Interests. |
Funds received by
or payable to the Corporation in respect of an investment of the Corporation
made in any member's territories pursuant to Section 1 of this Article shall
not be free, solely by reason of any provision of this Agreement, from
generally applicable foreign exchange restrictions, regulations and controls in
force in the territories of that member. | Section 5. Applicability
of Certain Foreign Exchange Restrictions. |
In addition to the
operations specified elsewhere in this Agreement, the Corporation shall have
the power to: | Section 6. Miscellaneous
Operations. |
(i) borrow
funds, and in that connection to furnish such collateral or other security
therefor as it shall determine; provided, however, that before making a public
sale of its obligations in the markets of a member, the Corporation shall have
obtained the approval of that member and of the member in whose currency the
obligations are to be denominated; if and so long as the Corporation shall be
indebted on loans from or guaranteed by the Bank, the total amount outstanding
of borrowings incurred or guarantees given by the Corporation shall not be
increased if, at the time or as a result thereof, the aggregate amount of debt
(including the guarantee of any debt) incurred by the Corporation from any
source and then outstanding shall exceed an amount equal to four times its
unimpaired subscribed capital and surplus; [iv]* |
(ii) invest
funds not needed in its financing operations in such obligations as it may
determine and invest funds held by it for pension or similar purposes in any
marketable securities, all without being subject to the restrictions imposed by
other sections of this Article; |
(iii) guarantee
securities in which it has invested in order to facilitate their sale; |
(iv) buy and
sell securities it has issued or guaranteed or in which is has invested; |
(v) exercise
such other powers incidental to its business as shall be necessary or desirable
in furtherance of its purposes. |
Whenever it shall
become necessary under this Agreement to value any currency in terms of the
value of another currency, such valuation shall be as reasonably determined by
the Corporation after consultation with the International Monetary Fund. | Section 7. Valuation
of Currencies. |
Every security
issued or guaranteed by the Corporation shall bear on its face a conspicuous
statement to the effect that it is not an obligation of the Bank or, unless
expressly stated on the security, of any government. | Section 8. Warning
to be Placed on Securities. |
The Corporation
and its officers shall not interfere in the political affairs of any member;
nor shall they be influenced in their decisions by the political character of
the member or members concerned. Only economic considerations shall be relevant
to their decisions, and these considerations shall be weighed impartially in
order to achieve the purposes stated in this Agreement. | Section 9. Political
Activity Prohibited. |
ARTICLE IV
Organization and Management |
The Corporation
shall have a Board of Governors, a Board of Directors, a Chairman of the Board
of Directors, a President and such other officers and staff to perform such
duties as the Corporation may determine. | Section 1. Structure
of the Corporation. |
(a) All the powers
of the Corporation shall be vested in the Board of Governors. | Section 2. Board
of Governors. |
(b) Each Governor
and Alternate Governor of the Bank appointed by a member of the Bank which is
also a member of the Corporation shall ex officio be a Governor or
Alternate Governor, respectively, of the Corporation. No Alternate Governor may
vote except in the absence of his principal. The Board of Governors shall
select one of the Governors as Chairman of the Board of Governors. Any Governor
or Alternate Governor shall cease to hold office if the member by which he was
appointed shall cease to be member of the Corporation. |
(c) The Board of
Governors may delegate to the Board of Directors authority to exercise any of
its powers, except the power to: |
(i) admit new
members and determine the conditions of their admission; |
(ii) increase
or decrease the capital stock; |
|
(iv) decide
appeals from interpretations of the Agreement given by the Board of Directors; |
(v) make
arrangements to co-operate with other international organizations (other than
informal arrangements of a temporary and administrative character); |
(vi) decide to
suspend permanently the operations of the Corporation and to distribute its
assets; |
|
(viii) amend this
Agreement. |
(d) The Board of
Governors shall hold an annual meeting and such other meetings as may be
provided for by the Board of Governors or called by the Board of Directors. |
(e) The annual
meeting of the Board of Governors shall be held in conjunction with the annual
meeting of the Board of Governors of the Bank. |
(f) A quorum for
any meeting of the Board of Governors shall be a majority of the Governors,
exercising not less than two-thirds of the total voting power. |
(g) The
Corporation may by regulation establish a procedure whereby the Board of
Directors may obtain a vote of the Governors on a specific question without
calling a meeting of the Board of Governors. |
(h) The Board of
Governors, and the Board of Directors to the extent authorized, may adopt such
rules and regulations as may be necessary or appropriate to conduct the
business of the Corporation. |
(i) Governors and
Alternate Governors shall serve as such without compensation from the
Corporation. |
(a) Each member
shall have two hundred fifty votes plus one additional vote for each share of
stock held. | Section 3. Voting. |
(b) Except as
otherwise expressly provided, all matters before the Corporation shall be
decided by a majority of the votes cast. |
(a) The Board of
Directors shall be responsible for the conduct of the general operations of the
Corporation, and for this purpose shall exercise all the powers given to it by
this Agreement or delegated to it by the Board of Governors. | Section 4. Board
of Directors. |
(b) The Board of
Directors of the Corporation shall be composed ex officio of each
Executive Director of the Bank who shall have been either (i) appointed by a
member of the Bank which is also a member of the Corporation, or (ii) elected
in an election in which the votes of at least one member of the Bank which is
also a member of the Corporation shall have counted toward his election. The
Alternate to each such Executive Director of the Bank shall ex officio
be an Alternate Director of the Corporation. Any Director shall cease to hold
office if the member by which he was appointed, or if all the members whose
votes counted toward his election, shall cease to be members of the
Corporation. |
(c) Each Director
who is an appointed Executive Director of the Bank shall be entitled to cast
the number of votes which the member by which he was so appointed is entitled
to cast in the Corporation. Each Director who is an elected Executive Director
of the Bank shall be entitled to cast the number of votes which the member or
members of the Corporation whose votes counted toward his election in the Bank
are entitled to cast in the Corporation. All the votes which a Director is
entitled to cast shall be cast as a unit. |
(d) An Alternate
Director shall have full power to act in the absence of the Director who shall
have appointed him. When a Director is present, his Alternate may participate
in meetings but shall not vote. |
(e) A quorum for
any meeting of the Board of Directors shall be a majority of the Directors
exercising not less than one-half of the total voting power. |
(f) The Board of
Directors shall meet as often as the business of the Corporation may require. |
(g) The Board of
Governors shall adopt regulations under which a member of the Corporation not
entitled to appoint an Executive Director of the Bank may send a representative
to attend any meeting of the Board of Directors of the Corporation when a
request made by, or a matter particularly affecting, that member is under
consideration. |
(a) The President
of the Bank shall be ex officio Chairman of the Board of Directors of
the Corporation, 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. | Section 5. Chairman,
President and Staff. |
(b) The President
of the Corporation shall be appointed by the Board of Directors on the
recommendation of the Chairman. The President shall be chief of the operating
staff of the Corporation. Under the direction of the Board of Directors and the
general supervision of the Chairman, he shall conduct the ordinary business of
the Corporation and under their general control shall be responsible for the
organization, appointment and dismissal of the officers and staff. The
President may participate in meetings of the Board of Directors but shall not
vote at such meetings. The President shall cease to hold office by decision of
the Board of Directors in which the Chairman concurs. |
(c) The President,
officers and staff of the Corporation, in the discharge of their offices, owe
their duty entirely to the Corporation and to no other authority. Each member
of the Corporation shall respect the international character of this duty and
shall refrain from all attempts to influence any of them in the discharge of
their duties. |
(d) Subject to the
paramount importance of securing the highest standards of efficiency and of
technical competence, due regard shall be paid, in appointing the officers and
staff of the Corporation, to the importance of recruiting personnel on as wide
a geographical basis as possible. |
(a) The
Corporation shall be an entity separate and distinct from the Bank and the
funds of the Corporation shall be kept separate and apart from those of the
Bank. [v]*
The provisions of this Section shall not prevent the Corporation from making
arrangements with the Bank regarding facilities, personnel and services and
arrangements for reimbursement of administrative expenses paid in the first
instance by either organization on behalf of the other. | Section 6. Relationship
to the Bank. |
(b) Nothing in
this Agreement shall make the Corporation liable for the acts or obligations of
the Bank, or the Bank liable for the acts or obligations of the Corporation. |
The Corporation,
acting through the Bank, shall enter into formal arrangements with the United
Nations and may enter into such arrangements with other public international
organizations having specialized responsibilities in related fields. | Section 7. Relations
with Other International Organizations. |
The principal
office of the Corporation shall be in the same locality as the principal office
of the Bank. The Corporation may establish other offices in the territories of
any member. | Section 8. Location
of Offices. |
Each member shall
designate its central bank as a depository in which the Corporation may keep
holdings of such member's currency or other assets of the Corporation or, if it
has no central bank, it shall designate for such purpose such other institution
as may be acceptable to the Corporation. | Section 9. Depositories. |
Each member shall
designate an appropriate authority with which the Corporation may communicate
in connection with any matter arising under this Agreement. | Section 10. Channel
of Communication. |
(a) The
Corporation shall publish an annual report containing an audited statement of
its accounts and shall circulate to members at appropriate intervals a summary
statement of its financial position and a profit and loss statement showing the
results of its operations. | Section 11. Publication
of Reports and Provision of Information. |
(b) The
Corporation may publish such other reports as it deems desirable to carry out
its purposes. |
(c) Copies of all
reports, statements and publications made under this Section shall be
distributed to members. |
(a) The Board of
Governors may determine from time to time what part of the Corporation's net
income and surplus, after making appropriate provision for reserves, shall be
distributed as dividends. | Section 12. Dividends. |
(b) Dividends
shall be distributed pro rata in proportion to capital stock held by
members. |
(c) Dividends
shall be paid in such manner and in such currency or currencies as the
Corporation shall determine. |
ARTICLE V
Withdrawal; Suspension of Membership; Suspension of Operations |
Any member may
withdraw from membership in the Corporation at any time by transmitting a
notice in writing to the Corporation at its principal office. Withdrawal shall
become effective upon the date such notice is received. | Section 1. Withdrawal
by Members. |
(a) If a member
fails to fulfil any of its obligations to the Corporation, the Corporation may
suspend its membership by decision of a majority of the Governors, exercising a
majority of the total voting power. The member so suspended shall automatically
cease to be a member one year from the date of its suspension unless a decision
is taken by the same majority to restore the member to good standing. | Section 2. Suspension
of Membership. |
(b) While under
suspension, a member shall not be entitled to exercise any rights under this
Agreement except the right of withdrawal; but shall remain subject to all
obligations. |
Any member which
is suspended from membership in, or ceases to be a member of, the Bank shall
automatically be suspended from membership in, or cease to be a member of, the
Corporation, as the case may be. | Section 3. Suspension
and Cessation of Membership in the Bank. |
(a) When a
government ceases to be a member it shall remain liable for all amounts due
from it to the Corporation. The Corporation shall arrange for the repurchase of
such government's capital stock as a part of the settlement of accounts with it
in accordance with the provisions of this Section, but the government shall
have no other rights under this Agreement except as provided in this Section
and in Article VIII (c). | Section 4. Rights
and Duties of Governments Ceasing to be Members. |
(b) The
Corporation and the government may agree on the repurchase of the capital stock
of the government on such terms as may be appropriate under the circumstances,
without regard to the provisions of paragraph (c) below. Such agreement, may
provide, among other things, for a final settlement of all obligations of the government
to the Corporation. |
(c) If such
agreement shall not have been made within six months after the government
ceases to be a member or such other time as the Corporation and such government
may agree, the repurchase price of the government's capital stock shall be the
value thereof shown by the books of the Corporation on the day when the
government ceases to be a member. The repurchase of the capital stock shall be
subject to the following conditions: |
(i) payments
for shares of stock may be made from time to time, upon their surrender by the
government, in such instalments, at such times and in such available currency
or currencies as the Corporation reasonably determines, taking into account the
financial position of the Corporation; |
(ii) any
amount due to the government for its capital stock shall be withheld so long as
the government or any of its agencies remains liable to the Corporation for
payment of any amount and such amount may, at the option of the Corporation, be
set off, as it becomes payable, against the amount due from the Corporation; |
(iii) if the
Corporation sustains a net loss on the investments made pursuant to Article
III, Section 1, and held by it on the date when the government ceases to be a
member, and the amount of such loss exceeds the amount of the reserves provided
therefor on such date, such government shall repay on demand the amount by
which the repurchase price of its shares of stock would have been reduced if
such loss had been taken into account when the repurchase price was determined. |
(d) In no event
shall any amount due to a government for its capital stock under this Section
be paid until six months after the date upon which the government ceases to be
a member. If within six months of the date upon which any government ceases to
be a member the Corporation suspends operations under Section 5 of this
Article, all rights of such government shall be determined by the provisions of
such Section 5 and such government shall be considered still a member of the
Corporation for purposes of such Section 5, except that it shall have no voting
rights. |
(a) The
Corporation may permanently suspend its operations by vote of a majority of the
Governors exercising a majority of the total voting power. After such
suspension of operations the Corporation shall forthwith cease all activities,
except those incident to the orderly realization, conservation and preservation
of its assets and settlement of its obligations. Until final settlement of such
obligations and distribution of such assets, the Corporation shall remain in
existence and all mutual rights and obligations of the Corporation and its
members under this Agreement shall continue unimpaired, except that no member
shall be suspended or withdraw and that no distribution shall be made to
members except as in this Section provided. | Section 5. Suspension
of Operations and Settlement of Obligations. |
(b) No
distribution shall be made to members on account of their subscriptions to the
capital stock of the Corporation until all liabilities to creditors shall have
been discharged or provided for and until the Board of Governors, by vote of a
majority of the Governors exercising a majority of the total voting power,
shall have decided to make such distribution. |
(c) Subject to the
foregoing, the Corporation shall distribute the assets of the Corporation to
members pro rata in proportion to capital stock held by them, subject,
in the case of any member, to prior settlement of all outstanding claims by the
Corporation against such member. Such distribution shall be made at such times,
in such currencies, and in cash or other assets as the Corporation shall deem
fair and equitable. The shares distributed to the several members need not
necessarily be uniform in respect of the type of assets distributed or of the
currencies in which they are expressed. |
(d) Any member
receiving assets distributed by the Corporation pursuant to this Section shall
enjoy the same rights with respect to such assets as the Corporation enjoyed
prior to their distribution. |
ARTICLE VI
Status, Immunities and Privileges |
To enable the
Corporation to fulfil the functions with which it is entrusted, the status,
immunities and privileges set forth in this Article shall be accorded to the
Corporation in the territories of each member. | Section 1. Purposes
of Articles. |
The Corporation
shall possess full juridical personality and, in particular, the capacity: | Section 2. Status
of the Corporation. |
|
(ii) to
acquire and dispose of immovable and movable property; |
(iii) to
institute legal proceedings. |
Actions may be
brought against the Corporation only in a court of competent jurisdiction in
the territories of a member in which the Corporation has an office, has
appointed an agent for the purpose of accepting service or notice of process,
or has issued or guaranteed securities. No actions shall, however, be brought
by members or persons acting for or deriving claims from members. The property
and assets of the Corporation shall, wheresoever located and by whomsoever
held, be immune from all forms of seizure, attachment or execution before the
delivery of final judgment against the Corporation. | Section 3. Position
of the Corporation with Regard to Judicial Process. |
Property and
assets of the Corporation, wherever located and by whomsoever held, shall be
immune from search, requisition, confiscation, expropriation or any other form
of seizure by executive or legislative action. | Section 4. Immunity
of Assets from Seizure. |
The archives of
the Corporation shall be inviolable. | Section 5. Immunity
of Archives. |
To the extent
necessary to carry out the operations provided for in this Agreement and
subject to the provisions of Article III, Section 5, and the other provisions
of this Agreement, all property and assets of the Corporation shall be free
from restrictions, regulations, controls and moratoria of any nature. | Section 6. Freedom
of Assets from Restrictions. |
The official
communications of the Corporation shall be accorded by each member the same
treatment that it accords to the official communications of other members. | Section 7. Privilege
for Communications. |
All Governors,
Directors, Alternates, officers and employees of the Corporation: | Section 8. Immunities
and Privileges of Officers and Employees. |
(i) shall be
immune from legal process with respect to acts performed by them in their
official capacity; |
(ii) not being
local nationals, shall be accorded 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 members to the
representatives, officials, and employees of comparable rank of other members; |
(iii) shall be
granted the same treatment in respect of travelling facilities as is accorded
by members to representatives, officials and employees of comparable rank of
other members. |
(a) The
Corporation, its assets, property, income and its operations and transactions
authorized by this Agreement, shall be immune from all taxation and from all
customs duties. The Corporation shall also be immune from liability for the
collection or payment of any tax or duty. | Section 9. Immunities
from Taxation. |
(b) No tax shall
be levied on or in respect of salaries and emoluments paid by the Corporation
to Directors, Alternates, officials or employees of the Corporation who are not
local citizens, local subjects, or other local nationals. |
(c) No taxation of
any kind shall be levied on any obligation or security issued by the
Corporation (including any dividend or interest thereon) by whomsoever held: |
(i) which
discriminates against such obligation or security solely because it is issued
by the Corporation; or |
(ii) if the
sole jurisdictional basis for such taxation is the place or currency in which
it is issued, made payable or paid, or the location of any office or place of
business maintained by the Corporation. |
(d) No taxation of
any kind shall be levied on any obligation or security guaranteed by the
Corporation (including any dividend or interest thereon) by whomsoever held: |
(i) which
discriminates against such obligation or security solely because it is
guaranteed by the Corporation; or |
(ii) if the
sole jurisdictional basis for such taxation is the location of any office or
place of business maintained by the Corporation. |
Each member shall
take such action as is necessary in its own territories for the purpose of
making effective in terms of its own law the principles set forth in this
Article and shall inform the Corporation of the detailed action which it has
taken. | Section 10. Application
of Article. |
The Corporation in
its discretion may waive any of the privileges and immunities conferred under
this Article to such an extent and upon such conditions as it may determine. | Section 11. Waiver. |
ARTICLE VII
Amendments |
(a) This Agreement
may be amended by vote of three-fifths of the Governors exercising four-fifths
of the total voting power. |
(b)
Notwithstanding paragraph (a) above, the affirmative vote of all Governors is
required in the case of any amendment modifying: |
(i) the right
to withdraw from the Corporation provided in Article V, Section 1; |
(ii) the
pre-emptive right secured by Article II, Section 2(d); (iii) the limitation on
liability provided in Article II, Section 4. |
(c) Any proposal
to amend this Agreement, whether emanating from a member, a Governor or the
Board of Directors, shall be communicated to the Chairman of the Board of
Governors who shall bring the proposal before the Board of Governors. When an
amendment has been duly adopted, the Corporation shall so certify by formal
communication addressed to all members. Amendments shall enter into force for
all members three months after the date of the formal communication unless the
Board of Governors shall specify a shorter period. |
ARTICLE VIII
Interpretation and Arbitration |
(a) Any question
of interpretation of the provisions of this Agreement arising between any
member and the Corporation or between any members of the Corporation shall be
submitted to the Board of Directors for its decision. If the question
particularly affects any member of the Corporation not entitled to appoint an
Executive Director of the Bank, it shall be entitled to representation in accordance
with Article IV, Section 4(g). |
(b) In any case
where the Board of Directors has given a decision under (a) above, any member
may require that the question be referred to the Board of Governors, whose
decision shall be final. Pending the result of the reference to the Board of
Governors, the Corporation may, so far as it deems necessary, act on the basis
of the decision of the Board of Directors. |
(c) Whenever a
disagreement arises between the Corporation and a country which has ceased to
be a member, or between the Corporation and any member during the permanent
suspension of the Corporation, such disagreement shall be submitted to
arbitration by a tribunal of three arbitrators, one appointed by the
Corporation, another by the country involved and an umpire who, unless the
parties otherwise agree, shall be appointed by the President of the
International Court of Justice or such other authority as may have been
prescribed by regulation adopted by the Corporation. The umpire shall have full
power to settle all questions of procedure in any case where the parties are in
disagreement with respect thereto. |
ARTICLE IX
Final Provisions |
This Agreement
shall enter into force when it has been signed on behalf of not less than 30
governments whose subscriptions comprise not less than 75 per cent. of the
total subscriptions set forth in Schedule A and when the instruments referred
to in Section 2(a) of this Article have been deposited on their behalf, but in
no event shall this Agreement enter into force before October 1, 1953. | Section 1. Entry
into Force. |
(a) Each
government on whose behalf this Agreement is signed shall deposit with the Bank
an instrument setting forth that it has accepted this Agreement without
reservation in accordance with its law and has taken all steps necessary to
enable it to carry out all of its obligations under this Agreement. | Section 2. Signature. |
(b) Each
government shall become a member of the Corporation as from the date of the
deposit on its behalf of the instrument referred to in paragraph (a) above
except that no government shall become a member before this Agreement enters
into force under Section 1 of this Article. |
(c) This Agreement
shall remain open for signature until the close of business on December 31,
1956, at the principal office of the bank on behalf of the governments of the
countries whose names are set forth in Schedule A. |
(d) After this
Agreement shall have entered into force, it shall be open for signature on
behalf of the government of any country whose membership has been approved
pursuant to Article II, Section 1(b). |
(a) As soon as
this Agreement enters into force under Section 1 of this Article the Chairman
of the Board of Directors shall call a meeting of the Board of Directors. | Section 3. Inauguration
of the Corporation. |
(b) The
Corporation shall begin operations on the date when such meeting is held. |
(c) Pending the
first meeting of the Board of Governors, the Board of Directors may exercise
all the powers of the Board of Governors except those reserved to the Board of
Governors under this Agreement. |
DONE at
Washington, in a single copy which shall remain deposited in the archives of
the International Bank for Reconstruction and Development, which has indicated
by its signature below its agreement to act as depository of this Agreement and
to notify all governments whose names are set forth in Schedule A of the date
when this Agreement shall enter into force under Article IX, Section 1 hereof. |
ARTICLE OF
AGREEMENT |
SCHEDULE A |
SUBSCRIPTIONS TO
CAPITAL STOCK OF THE INTERNATIONAL FINANCE CORPORATION |
|
Country
|
Number of
Shares
|
Amount
(in United
States dollars)
|
|
Australia
|
2,215
|
2,215,000
|
|
Austria
|
554
|
554,000
|
|
Belgium
|
2492
|
2,492,000
|
|
Bolivia
|
78
|
78,000
|
|
Brazil
|
1,163
|
1,163,000
|
|
Burma
|
166
|
166,000
|
|
Canada
|
3,600
|
3,600,000
|
|
Ceylon
|
166
|
166,000
|
|
Chile
|
388
|
388,000
|
|
China
|
6,646
|
6,646,000
|
|
Columbia
|
388
|
388,000
|
|
Costa Rica
|
22
|
22,000
|
|
Cuba
|
388
|
388,000
|
|
Denmark
|
753
|
753,000
|
|
Dominican Republic
|
22
|
22'000
|
|
Ecuador
|
35
|
35,000
|
|
Egypt
|
590
|
590,000
|
|
El Salvador
|
11
|
11,000
|
|
Ethiopia
|
33
|
33,000
|
|
Finland
|
421
|
421,000
|
|
France
|
5,815
|
5,815,000
|
|
Germany
|
3,655
|
277,000
|
|
Greece
|
227
|
227,000
|
|
Guatemala
|
22
|
22,000
|
|
Haiti
|
22
|
22,000
|
|
Honduras
|
11
|
11,000
|
|
Iceland
|
11
|
11,000
|
|
India
|
4,431
|
4,431,000
|
|
Indonesia
|
1,218
|
1,218,000
|
|
Iran
|
372
|
372,000
|
|
Iraq
|
67
|
67,000
|
|
Israel
|
50
|
50,000
|
|
Italy
|
1,994
|
1,994,000
|
|
Japan
|
2,769
|
2,769,000
|
|
Jordan
|
33
|
33,000
|
|
Lebanon
|
50
|
50,000
|
|
Luxembourg
|
111
|
111,000
|
|
Mexico
|
720
|
720,000
|
|
Netherlands
|
3,046
|
3,046,000
|
|
Nicaragua
|
9
|
9,000
|
|
Norway
|
554
|
554,000
|
|
Pakistan
|
1,108
|
1.108,000
|
|
Panama
|
2
|
2,000
|
|
Paraguay
|
16
|
16,000
|
|
Peru
|
194
|
194,000
|
|
Philippines
|
166
|
166,000
|
|
Sweden
|
1,108
|
1,108,000
|
|
Syria
|
72
|
72,000
|
|
Thailand
|
139
|
139,000
|
|
Turkey
|
476
|
476,000
|
|
Union of South Africa
|
108
|
1,108,000
|
|
United Kingdom
|
14,400
|
14,400,000
|
|
United States
|
35,168
|
35,168,000
|
|
Uruguay
|
116
|
116,000
|
|
Venezuela
|
116
|
116,000
|
|
Yugoslavia
|
443
|
443,000
|
|
Total:
|
100,000
|
$100,000,000
|
|