Artikel 28

a). All the powers of the Bank shall be vested in the Board of Governors, except such powers as are, by the terms of this Agreement, specifically conferred upon another organ of the Bank. The Board of Governors may delegate to the Board of Directors the exercise of any of its powers, except the power to:
(i) elect the President and determine the salary and terms of the contract of service of the President;
(ii) decide that the President shall cease to hold office;
(iii) admit new members and determine the conditions of their admission;
(iv) suspend a member;
(v) decide on any increase or decrease in capital;
(vi) decide appeals from interpretations or applications of this Agreement given by the Board of Directors;
(vii) elect Directors;
(viii) determine the compensation of Directors and their Alternates;
(ix) approve the audited annual financial statements;
(x) allocate and distribute the net profits of the Bank;
(xi) sell all or substantially all the assets of the Bank;
(xii) cease operations and liquidate the Bank;
(xiii) distribute assets to members pursuant to Article 51 of this Agreement; and
(xiv) amend this Agreement, including its Schedule and Annex.
b). Each member shall be represented on the Board of Governors and shall appoint one Governor and one Alternate, who shall serve at the pleasure of the appointing member and without reimbursement or remuneration from the Bank. No Alternate may vote except in the absence of his or her principal. At its inaugural meeting, and annually thereafter or at intervals determined by the Board of Governors, the Board shall elect one of the Governors as Chairperson who shall hold office until the election of the next Chairperson.
c). The Board of Governors shall hold such meetings as may be provided for by the Board of Governors or called by the Board of Directors. The Board of Directors shall call meetings of the Board of Governors whenever requested by not less than five members of the Bank or members holding not less than one quarter of the total voting power of the members. The quorum for any meeting of the Board of Governors shall be a majority of the Governors representing not less than two-thirds of the total voting power of the members.
d). The Board of Governors, and the Board of Directors to the extent authorized, may adopt such rules and regulations and establish such subsidiary bodies as may be necessary or appropriate to conduct the business of the Bank.