and such other officers and staff to perform such duties as the Bank may determine.
Section 2. Board of Governors
(a) All the powers of the Bank shall be vested in the Board of Governors consisting of one governor and one alternate appointed by each member in such manner as it may determine. Each governor and each alternate shall serve for five years, subject to the pleasure of the member appointing him, and may be reappointed. No alternate may vote except in the absence of his principal. The Board shall select one of the governors as Chairman.
(b) The Board of Governors may delegate to the Executive Directors authority to exercise any powers of the Board, 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) Decide appeals form interpretations of this Agreement given by the Executive 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 Bank and to distribute its assets;
- (VII) Determine the distribution of the net income of the Bank.
(c) The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board or called by the Executive Directors. Meetings of the Board shall be called by the Directors whenever requested by five members or by members having one-quarter of the total voting power.
(d) 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 powers.
