Artikel IV

The Corporation shall have a Board of Governors, a Board of Executive Directors, a Chairman of the Board of Executive Directors, a General Manager and such other officers and staff as may be determined by the Board of Executive Directors of the Corporation.
(a) All the powers of the Corporation shall be vested in the Board of Governors.
(b) Each Governor and Alternate Governor of the Inter-American Development Bank appointed by a member country of the Bank which is also a member of the Corporation shall, unless the respective country indicates to the contrary, be a Governor or Alternate Governor ex-officio, 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. A Governor and Alternate Governor shall cease to hold office if the member by which they were appointed ceases to be a member of the Corporation.
(c) The Board of Governors may delegate all its powers to the Board of Executive Directors, except the power to: (i) admit new members and determine the conditions of their admission;
(ii) increase or decrease the capital stock;
(iii) suspend a member;
(iv) consider and decide appeals on interpretations of this Agreement made by the Board of Executive Directors;
(v) approve, after receipt of the auditors' report, the general balance sheets and the statements of profit and loss of the institution;
(vi) rule on reserves and the distribution of net income, and declare dividends;
(vii) engage the services of external auditors, to examine the general balance sheets and the statements of profit and loss of the institution;
(viii) amend this Agreement; and
(ix) decide to suspend permanently the operations of the Corporation and to distribute its assets.
(i) admit new members and determine the conditions of their admission;
(ii) increase or decrease the capital stock;
(iii) suspend a member;
(iv) consider and decide appeals on interpretations of this Agreement made by the Board of Executive Directors;
(v) approve, after receipt of the auditors' report, the general balance sheets and the statements of profit and loss of the institution;
(vi) rule on reserves and the distribution of net income, and declare dividends;
(vii) engage the services of external auditors, to examine the general balance sheets and the statements of profit and loss of the institution;
(viii) amend this Agreement; and
(ix) decide to suspend permanently the operations of the Corporation and to distribute its assets.
(d) The Board of Governors shall hold an annual meeting, which shall be held in conjunction with the annual meeting of the Board of Governors of the Inter-American Development Bank. It may meet on other occasions by call of the Board of Executive Directors.
(e) A quorum for any meeting of the Board of Governors shall be a majority of the Governors representing at least two-thirds of the votes of the members. The Board of Governors may establish a procedure whereby the Board of Executive Directors, if it deems appropriate, may submit a specific question to a vote of the Governors without calling a meeting of the Board of Governors.
(f) The Board of Governors and the Board of Executive Directors, to the extent the latter is authorized, may issue such rules and regulations as may be necessary or appropriate to conduct the business of the Corporation.
(g) Governors and Alternate Governors shall serve as such without compensation from the Corporation.
(a) Each member shall have one vote for each fully paid share held by it and for each callable share subscribed.
(b) Except as otherwise provided, all matters before the Board of Governors or the Board of Executive Directors shall be decided by a majority of the votes of the members.
(a) The Board of Executive Directors shall be responsible for the conduct of the operations of the Corporation and for this purpose shall exercise all the powers given it by this Agreement or delegated to it by the Board of Governors.
(b) The Executive Directors and Alternates shall be elected or appointed among the Executive Directors and Alternates of the Bank except when: (i) a member country or a group of member countries of the Corporation is represented in the Board of Executive Directors of the Bank by an Executive Director and an Alternate which are citizens of countries which are not members of the Corporation; and
(ii) given the different structure of participation and composition, the member countries referred to in (c)(iii) below, as per the rotation arrangement agreed upon among said member countries, designate their own representatives for the positions corresponding to them in the Board of Executive Directors of the Corporation, whenever they could not be adequately represented by Directors or Alternates of the Bank.
(i) a member country or a group of member countries of the Corporation is represented in the Board of Executive Directors of the Bank by an Executive Director and an Alternate which are citizens of countries which are not members of the Corporation; and
(ii) given the different structure of participation and composition, the member countries referred to in (c)(iii) below, as per the rotation arrangement agreed upon among said member countries, designate their own representatives for the positions corresponding to them in the Board of Executive Directors of the Corporation, whenever they could not be adequately represented by Directors or Alternates of the Bank.
(c) The Board of Executive Directors of the Corporation shall be composed as follows: (i) one Executive Director shall be appointed by the member country having the largest number of shares in the Corporation;
(ii) nine Executive Directors shall be elected by the Governors for the regional developing member countries;
(iii) four Executive Directors shall be elected by the Governors for the remaining member countries. The procedure for the election of Executive Directors shall be set forth in the Regulations to be adopted by the Board of Governors by a majority of at least two-thirds of the votes of the members. Each Executive Director may designate an Alternate Director who shall have full power to act for him when he is not present.
(i) one Executive Director shall be appointed by the member country having the largest number of shares in the Corporation;
(ii) nine Executive Directors shall be elected by the Governors for the regional developing member countries;
(iii) four Executive Directors shall be elected by the Governors for the remaining member countries.
(d) No Executive Director may simultaneously serve as a Governor of the Corporation.
(e) Elected Executive Directors shall be elected for terms of three years and may be reelected for successive terms.
(f) Each Director shall be entitled to cast the number of votes which the member or members of the Corporation whose votes counted towards his nomination or election are entitled to cast.
(g) All the votes which a Director is entitled to cast shall be cast as a unit.
(h) In the event of the temporary absence of an Executive Director is Alternate, the Executive Director or, in his absence the Alternate Director may appoint a person to represent him.
(i) A Director shall cease to hold office if all the members whose votes counted towards his nomination or election cease to be members of the Corporation.
(j) The Board of Executive Directors shall operate at the headquarters of the Corporation, or exceptionally at such other location as shall be designated by said Board, and shall meet as frequently as the business of the institution requires.
(k) A quorum for any meeting of the Board of Executive Directors shall be a majority of the Directors representing not less than two-thirds of the votes of the members.
(l) Every member of the Corporation may send a representative to attend every meeting of the Board of Executive Directors when a matter especially affecting that member is under consideration. Such right of representation shall be regulated by the Board of Governors.
The Board of Executive Directors shall determine the basic organization of the Corporation, including the number and general responsibilities of the principal administrative and professional positions, and shall adopt the budget of the institution.
(a) The Executive Committee of the Board of Executive Directors shall be composed as follows: (i) one person who is the Director or alternate appointed by the member country having the largest number of shares in the Corporation;
(ii) two persons from among the Directors representing the regional developing member countries of the Corporation; and
(iii) one person from the Directors representing the other member countries. The election of members of the Executive Committee and their alternates in categories (ii) and (iii) above shall be made by the members of each respective group pursuant to procedures to be worked out within each group.
(i) one person who is the Director or alternate appointed by the member country having the largest number of shares in the Corporation;
(ii) two persons from among the Directors representing the regional developing member countries of the Corporation; and
(iii) one person from the Directors representing the other member countries.
(b) The Chairman of the Board of Executive Directors shall preside over meetings of said Committee. In his absence, a member of the Committee chosen by a process of rotation shall preside over meetings.
(c) The Committee shall consider all loans and investments by the Corporation in enterprises in the member countries.
(d) All loans and investments shall require the vote of a majority of the Committee for approval. A quorum for any meeting of the Committee shall be three. An absence or abstention shall be considered a negative vote.
(e) A report with respect to each operation approved by the Committee shall be submitted to the Board of Executive Directors. At the request of any Director, such operation shall be presented to the Board for a vote. In the absence of such request within the period established by the Board, an operation shall be deemed approved by the Board.
(f) In the event that there is a tie vote regarding a proposed operation, such proposal shall be returned to Management for further review and analysis; if upon reconsideration in the Committee, a tie vote shall again occur, the Chairman of the Board of Executive Directors shall have the right to cast the deciding vote in the Committee.
(g) In the event that the Committee shall reject an operation, the Board of Executive Directors, upon the request of any Director, may require that Management's report on such operation, together with a summary of the Committee's review, be submitted to the Board for discussion and possible recommendation with regard to the technical and policy issues related to the operation and to comparable operations in the future.
(a) The President of the Bank shall be ex-officio Chairman of the Board of Executive Directors of the Corporation. He shall preside over meetings of the Board of Executive Directors but without the right to vote except in the event of a tie. He may participate in meetings of the Board of Governors, but shall not vote at such meetings.
(b) The General Manager of the Corporation shall be appointed by the Board of Executive Directors, by a four-fifths majority of the total voting power, on the recommendation of the Chairman of the Board of Executive Directors, for such term as he shall indicate. The General Manager shall be chief of the officers and staff of the Corporation. Under the direction of the Board of Executive Directors and the general supervision of the Chairman of the Board of Executive Directors, he will conduct the ordinary business of the Corporation and, in consultation with the Board of Executive Directors and the Chairman of the Board of Executive Directors, shall be responsible for the organization, appointment and dismissal of the officers and staff. The General Manager may participate in meetings of the Board of Executive Directors but shall not vote at such meetings. The General Manager shall cease to hold office by resignation or by decision of the Board of Executive Directors, by a three-fifths majority of the total voting power, in which the Chairman of the Board of Executive Directors concurs.
(c) Whenever activities must be carried out that require specialized knowledge or cannot be handled by the regular staff of the Corporation, the Corporation shall obtain technical assistance from the staff of the Bank, or if it is unavailable, the services of experts and consultants may be engaged on a temporary basis.
(d) The officers and staff of the Corporation owe their duty entirely to the Corporation in the discharge of their office and shall recognize no other authority. Each member country shall respect the international character of such obligation.
(e) The Corporation shall have due regard for the need to assure the highest standards of efficiency, competence and integrity as the paramount consideration in appointing the staff of the Corporation and in establishing their conditions of service. Due regard shall also be paid to the importance of recruiting the staff on as wide a geographic basis as possible, taking into account the regional character of the institution.
(a) The Corporation shall be an entity separate and distinct from the Bank. The funds of the Corporation shall be kept separate and apart from those of the Bank. The provisions of this Section shall not prevent the Corporation from making arrangements with the Bank regarding facilities, personnel, services and others concerning reimbursement of administrative expenses paid by either organization on behalf of the other.
(b) The Corporation shall seek insofar as possible to utilize the facilities, installations and personnel of the Bank.
(c) 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.
(a) The Corporation shall publish an annual report containing an audited statement of its accounts. It shall also send the members a quarterly summary of its financial position and a profit and loss statement indicating the results of its operations.
(b) The Corporation may also publish any such other reports as it deems appropriate in order to carry out its purpose and functions.
(a) The Board of Governors may determine what part of the Corporation's net income and surplus, after making provision for reserves, shall be distributed as dividends.
(b) Dividends shall be distributed pro rata in proportion to paid-in capital stock held by each member.
(c) Dividends shall be paid in such manner and in such currency or currencies as the Corporation may determine.