Artikel II

Section 1. Membership
(a) The original members of the Bank shall be those members of the Organization of American States which, by the date specified in Article XV, Section 1 (a), shall accept membership in the Bank.
(b) Membership shall be open to other members of the Organization of American States and to Canada, Bahamas and Guyana, at such times and in accordance with such terms as the Bank may determine. Nonregional countries which are members of the International Monetary Fund, and Switzerland, may also be admitted to the Bank, at such times, and under such general rules as the Board of Governors shall have established. Such general rules may be amended only by decision of the Board of Governors by a two-thirds majority of the total number of governors, including two thirds of the governors of nonregional members, representing not less than three fourths of the total voting power of the member countries.
Section 1 A. Categories of Resources
The resources of the Bank shall consist of the ordinary capital resources, provided for in this article, and the inter-regional capital resources, provided for in Article IIA, and the resources of the Fund for Special Operations established by Article IV (hereinafter called the Fund).
Section 2. Authorized Ordinary Capital
(a) The authorized ordinary capital stock of the Bank initially shall be in the amount of eight hundred fifty million dollars ($850,000,000) in terms of United States dollars of the weight and fineness in effect on January 1, 1959 and shall be divided into 85,000 shares having a par value of $10,000 each, which shall be available for subscription by members in accordance with Section 3 of this article1) Secretary's note—By resolutions of various dates, the latest effective as of the date on which this text was certified, the Board of Governors has increased the authorized capital stock of the Bank to 8,465,810,000 United States dollars, of the weight and fineness specified above (equivalent to 10,212,673,000 current dollars), divided into 846,581 shares. These resolutions have also affected dollar amounts and numbers of shares specified elsewhere in the Agreement with respect to the ordinary capital stock..
(b) The authorized ordinary capital stock shall be divided into paid-inshares and callable shares. The equivalent of four hundred million dollars ($400,000,000) shall be paid-in, and four hundred fifty million dollars ($450,000,000) shall be callable for the purposes specified in Section 4 (a) (ii) of this article.
(c) The ordinary capital stock indicated in (a) of this section shall be increased by five hundred million dollars ($500,000,000) in terms of United States dollars of the weight and fineness existing on January 1, 1959, provided that: (i) the date for payment of all subscriptions established in accordance with Section 4 of this article shall have passed; and
(ii) a regular or special meeting of the Board of Governors, held as soon as possible after the date referred to in subparagraph (i) of this paragraph, shall have approved the above-mentioned increase of five hundred million dollars ($500,000,000) by a three-fourths majority of the total voting power of the member countries.
(i) the date for payment of all subscriptions established in accordance with Section 4 of this article shall have passed; and
(ii) a regular or special meeting of the Board of Governors, held as soon as possible after the date referred to in subparagraph (i) of this paragraph, shall have approved the above-mentioned increase of five hundred million dollars ($500,000,000) by a three-fourths majority of the total voting power of the member countries.
(d) The increase in capital stock provided for in the preceding paragraph shall be in the form of callable capital.
(e) Notwithstanding the provisions of paragraphs (c) and (d) of this section and subject to the provisions of Article VIII, Section 4 (b), the authorized ordinary capital stock may be increased when the Board of Governors deems it advisable and in a manner agreed upon by a three-fourths majority of the total voting power of the member countries, including a two-thirds majority of the governors of regional members.
(f) Whenever the authorized inter-regional capital stock is increased pursuant to Article IIA, Section 1 (c), and a member exercises the option provided for in Article II, Section 3 (f), ordinary capital stock shall be increased in the amount required to allow such member to exercise that option and the inter-regional capital stock available for subscription by that member shall be reduced in an equivalent amount and be appropriately cancelled.
Section 3. Subscription of Shares
(a) Each regional member shall subscribe to shares of the ordinary capital stock of the Bank, and nonregional members may subscribe thereto in accordance with the terms of paragraph (b) of this section and in accordance with such terms as the Board of Governors shall establish. The number of shares to be subscribed by the original members shall be those set forth in Annex A of this Agreement, which specifies the obligation of each member as to both paid-in and callable capital. The number of shares to be subscribed by other members shall be determined by the Bank.
(b) In case of an increase in ordinary capital pursuant to Section 2, paragraph (c) or (e) of this article, or an increase in inter-regional capital pursuant to Article IIA, Section 1 (c), or an increase in both ordinary and inter-regional capital, each member shall have a right to subscribe, under such conditions as the Bank 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 Bank. No member, however, shall be obligated to subscribe to any part of such increased capital.
(c) Shares of ordinary capital stock initially subscribed by original members shall be issued at par. Other shares shall be issued at par unless the Bank decides in special circumstances to issue them on other terms.
(d) The liability of the member countries on ordinary capital shares shall be limited to the unpaid portion of their issue price.
(e) Shares of ordinary capital stock shall not be pledged or encumbered in any manner, and they shall be transferable only to the Bank.
(f) Any member having the right to subscribe to the inter-regional capital stock of the Bank under paragraph (b) of this section, shall have the option of waiving that right and subscribing in lieu thereof to an equivalent amount of ordinary capital stock.
Section 4. Payment of Subscriptions
(a) Payment of the subscriptions to the ordinary capital stock of the Bank as set forth in Annex A shall be made as follows: (i) Payment of the amount subscribed by each country to the paid-in capital stock of the Bank shall be made in three installments, the first of which shall be 20 per cent, and the second and third each 40 per cent, of such amount. The first installment shall be paid by each country at any time on or after the date on which this Agreement is signed, and the instrument of acceptance or ratification deposited, on its behalf in accordance with Article XV, Section 1, but not later than September 30, 1960. The remaining two installments shall be paid on such dates as are determined by the Bank, but not sooner than September 30, 1961, and September 30, 1962, respectively. Of each installment, 50 per cent shall be paid in gold and/or dollars and 50 per cent in the currency of the member.
(ii) The callable portion of the subscription for ordinary capital shares of the Bank shall be subject to call only when required to meet the obligations of the Bank created under Article III, Section 4 (ii) and (v) on borrowings of funds for inclusion in the Bank's ordinary capital resources or guarantees chargeable to such resources. In the event of such a call, payment may be made at the option of the member either in gold, in United States dollars, or in the currency required to discharge the obligations of the Bank for the purpose for which the call is made. Calls on unpaid subscriptions shall be uniform in percentage on all shares.
(i) Payment of the amount subscribed by each country to the paid-in capital stock of the Bank shall be made in three installments, the first of which shall be 20 per cent, and the second and third each 40 per cent, of such amount. The first installment shall be paid by each country at any time on or after the date on which this Agreement is signed, and the instrument of acceptance or ratification deposited, on its behalf in accordance with Article XV, Section 1, but not later than September 30, 1960. The remaining two installments shall be paid on such dates as are determined by the Bank, but not sooner than September 30, 1961, and September 30, 1962, respectively. Of each installment, 50 per cent shall be paid in gold and/or dollars and 50 per cent in the currency of the member.
(ii) The callable portion of the subscription for ordinary capital shares of the Bank shall be subject to call only when required to meet the obligations of the Bank created under Article III, Section 4 (ii) and (v) on borrowings of funds for inclusion in the Bank's ordinary capital resources or guarantees chargeable to such resources. In the event of such a call, payment may be made at the option of the member either in gold, in United States dollars, or in the currency required to discharge the obligations of the Bank for the purpose for which the call is made. Calls on unpaid subscriptions shall be uniform in percentage on all shares.
(b) Each payment of a member in its own currency under paragraph (a) (i) of this section shall be in such amount as, in the opinion of the Bank, is equivalent to the full value in terms of United States dollars of the weight and fineness in effect on January 1, 1959, of the portion of the subscription being paid. The initial payment shall be in such amount as the member considers appropriate hereunder but shall be subject to such adjustment, to be effected within 60 days of the date on which the payment was due, as the Bank shall determine to be necessary to constitute the full dollar value equivalent as provided in this paragraph.
(c) Unless otherwise determined by the Board of Governors by a three-fourths majority of the total voting power of the member countries, the liability of members for payment of the second and third installments of the paid-in portion of their subscriptions to the capital stock shall be conditional upon payment of not less than 90 per cent of the total obligations of the members due for: (i) the first and second installments, respectively, of the paid-in portion of the subscriptions; and
(ii) the initial payment and all prior calls on the subscription quotas to the Fund.
(i) the first and second installments, respectively, of the paid-in portion of the subscriptions; and
(ii) the initial payment and all prior calls on the subscription quotas to the Fund.
Section 5. Ordinary Capital Resources
As used in this Agreement, the term “ordinary capital resources” of the Bank shall be deemed to include the following:
(i) authorized ordinary capital, including both paid-in and callable shares, subscribed pursuant to Sections 2 and 3 of this article;
(ii) all funds raised by borrowings under the authority of Article VII, Section 1 (i) to which the commitment set forth in Section 4 (a) (ii) of this article is applicable;
(iii) all funds received in repayment of loans made with the resources indicated in (i) and (ii) of this section;
(iv) all income derived from loans made from the aforementioned funds or from guarantees to which the commitment set forth in Section 4 (a) (ii) of this article is applicable; and
(v) all other income derived from any of the resources mentioned above.