Article I. Establishment of the Bank
A Council of Europe Development Bank (hereinafter called “the Bank") shall be established.
The Bank shall be attached to the Council of Europe and administered under its supreme
authority.
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a The primary purpose of the Bank is to help in solving the social problems with which
European countries are or may be faced as a result of the presence of refugees, displaced
persons or migrants consequent upon movements of refugees or other forced movements
of populations and as a result of the presence of victims of natural or ecological
disasters.
The investment projects to which the Bank contributes may be intended either to help
such people in the country in which they find themselves or to enable them to return
to their countries of origin when the conditions for return are met or, where applicable,
to settle in another host country. These projects must be approved by a Member of
the Bank.
Article III. Membership of the Bank
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a Any Member State of the Council of Europe may become a Member of the Bank by addressing
a declaration to the Secretary General. This declaration shall contain acceptance
of the present Articles of Agreement by the Government of the State concerned and
the subscription by that Government of the number of participating certificates fixed
in agreement with the Governing Board, in pursuance of Article IX, Section 3. paragraph
1. litt. a. of the Articles of Agreement.
Article IV. Obligations of Members
Section 1 – Participating certificates
The Bank shall issue for subscription by its Members participating certificates, expressed
in terms of European Currency Units (ECU). Each certificate shall have the same nominal value of ECU 1,000. Members shall pay
their subscriptions in ECU.
Section 2 – Apportionment and paying up of participating certificates
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b The number of participating certificates to be held by new Members of the Bank shall
be fixed in agreement with the Governing Board of the Bank, in accordance with Article
IX, Section 3. paragraph 1.litt. a. and b. of the present Articles of Agreement.
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d When the Bank's capital is increased, the Governing Board shall determine, upon uniform
conditions for all Members, the percentage to be paid up and the corresponding payment
dates.
Section 3 – Limitation of liability
No Member shall be liable to third parties for any obligation of the Bank.
Article V. Borrowing operations and contributions
For uses consistent with its purpose, the Bank may make borrowings. It may also carry
out any other financial transactions useful for the achievement of its purpose under
conditions laid down by the Administrative Council.
The Bank is empowered to receive contributions offered for specific purposes which
come within its stated aims.
The Bank's liquid assets, capital and reserves may be invested upon conditions to
be fixed by the Administrative Council in accordance with the principles of sound
financial management.
Article VII. The Bank's means of action
Section 1 – Loans
Loans made by the Bank shall be in one of the following forms:
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a. loans to Members of the Bank;
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b. loans guaranteed by a Member of the Bank granted to any legal person approved by that
Member;
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c. loans granted to any legal person approved by a Member of the Bank, when the Administrative
Council is satisfied that the loan requested is covered by adequate guarantees.
Section 2 – Guarantees
Upon conditions to be fixed by the Administrative Council in each case, the Bank may
grant its guarantee to financial institutions approved by a Member for loans to further
the realisation of the purposes set out in Article II.
Section 3 – Trust account
The Bank may open and manage trust accounts for receiving voluntary contributions
from its Members, from the Bank and from the Council of Europe.
Section 4 – Interest rebate
Loans may be accompanied by a full or partial interest rebate.
A proportion of the profits realised by the Bank and voluntary contributions by Members
shall be used to subsidise the interest rate on certain loans upon conditions decided
by the Administrative Council.
Section 5 – Conditions for granting loans – Information to be provided
The Administrative Council shall lay down the general conditions for granting loans
and shall determine what information a borrower shall be required to furnish in support
of its application.
Section 6 – Default
The Bank's transactions in favour of a Member or of a legal person as referred to
in Section 1. above shall be suspended if the borrower, or failing the latter, the
guarantor defaults on payments due in respect of loans or guarantees granted to it
by the Bank.
Article VIII. Organisation, administration and supervision of the Bank
The organisation, administration and supervision of the Bank shall be divided between
the following:
as provided in the following Articles.
Article IX. Governing Board
Section 1
The Governing Board shall consist of a Chairman and one representative appointed by
each Member. Each Member may appoint a substitute.
The Secretary General of the Council of Europe may participate in or be represented
at the meetings.
Section 2
The Governing Board is the supreme organ of the Bank; it shall be vested with all
powers in respect of the Bank, save the right to change its purposes as stipulated
in Article II of the Articles of Agreement.
Section 3
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2 The Governing Board shall make its decisions regarding litt. d. and f. on a proposal
by the Administrative Council, and on litt. c., m. and n., after hearing the latter.
The Administrative Council shall give its opinion on all other decisions with financial
consequences.
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3 All powers other than those set forth in Section 3 paragraph 1 above shall be delegated
to the Administrative Council.
The powers delegated to the Administrative Council in these Articles of Agreement
may be reassumed only in exceptional circumstances and for a specified period.
Section 4
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a Decisions taken by the Governing Board at its meetings shall be valid only if two-thirds
of its Members' representatives are present.
Decisions shall be taken by voting. Only votes in favour and against shall count for
the purpose of calculating majorities.
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d Any Member which has failed to pay on time the part of the capital falling due may
not, for as long as such non-payment persists, exercise the voting rights corresponding
to the sum due and not paid up.
Section 5
The Governing Board shall be chaired by a Chairman elected by it for a three-year
term.
The outgoing Chairman may be re-elected for a further three-year term. Each Member
of the Bank is entitled to present a candidate.
The Chairman shall be responsible for political relations with officials of the States,
the Council of Europe and other international institutions, in close co-operation
with the Governor.
The Chairman shall keep the Committee of Ministers and the Parliamentary Assembly
regularly informed of the Bank's activities; he shall, inter alia, forward the Governor's
report to the Committee of Ministers and maintain all other necessary contacts with
the Council of Europe.
Article X. Administrative Council
Section 1
The Administrative Council is vested with all the powers delegated to it by the Governing
Board in pursuance of Article IX.
Section 2
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a The Administrative Council shall consist of a Chairman appointed by the Governing
Board for a three-year term, renewable for a second threeyear term, and one representative
appointed by each Member. Each Member may appoint a substitute. The Secretary General
of the Council of Europe may participate in or be represented at the meetings.
Section 3
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b Each Member shall have one vote for each participating certificate held by it.
Decisions shall be taken by a majority vote. Only votes in favour or against shall
count for the purpose of calculating the majority or majorities.
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d Any Member which has failed to pay on time the part of the capital falling due may
not, for as long as such non-payment persists, exercise the voting rights corresponding
to the sum due and not paid up.
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f Furthermore, the Administrative Council shall take by a majority of Members voting
in favour or against and holding two-thirds of the votes cast decisions relating to
investment projects which have not received the opinion as to admissibility referred
to in Article XIII, litt. c. of the Articles of Agreement.
Section 4
The Administrative Council may at any time appoint committees from among its members
and delegate to such committees powers to be specified in each case.
Section 5
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a The Administrative Council shall set up an Executive Committee; this committee shall
consist of nine of its members, elected for a two-year renewable term. When appointing
those members, the Administrative Council shall bear in mind the fact that all the
Bank's Members should have the possibility of sitting on the Executive Committee,
while also taking into consideration the participating certificates held and the importance
of ensuring a balanced geographical distribution.
The Executive Committee shall, inter alia:
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i. conduct an initial examination of applications for loans and guarantees;
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ii. monitor the implementation of the investment projects financed by the Bank and take
any appropriate decisions in this connection;
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iii. monitor the Bank's financial activities, in particular its financial transactions,
and take all the necessary measures in this connection;
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iv. give its opinion on any other question put to it by the Administrative Council;
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v. assist in the preparation of the Administrative Council's meetings in respect of the
above-mentioned items.
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e Within the guidelines and limits laid down by the Administrative Council, the Executive
Committee shall take its decisions by a majority of seven of its members. If this
majority is not attained, the item under discussion shall be referred back to the
Administrative Council.
Section 1 – Functions of the Governor
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a The Governor shall be the legal representative of the Bank. He shall be the head of
the Bank's operational services and shall conduct day-to-day business on the instructions
of the Administrative Council. In accordance with Articles V and Vll, he shall not
contract any financial obligations without the authorisation of the Administrative
Council. Under the general supervision of the Administrative Council, he shall beresponsible
for the organisation of the operational services and for the appointment and dismissal
of the staff of the Bank, within the framework of the regulations adopted by the Administrative
Council.
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c In the performance of their duties the Governor and staff must devote themselves fully
to the service of the Bank, to the exclusion of any other activity. Each Member shall
respect the international character of the task of the Governor and staff of the Bank
and refrain from any attempt to influence these persons.
Section 2 – Reports to the Administrative Council
The Governor shall give his opinion to the Administrative Council on the technical
and financial aspects of investment projects submitted to the Bank.
The Governor shall submit to the Administrative Council regular reports on the position
of the Bank and on proposed transactions and shall supply it with any information
it may request.
The Governor shall draw up a full annual report on all operations effected during
the year. This report shall be accompanied by the balance sheet of the Bank and the
operational accounts, together with the Auditing Board's report on these documents.
Section 3 – Appointment and salary of the Governor
The Governor and Vice-Governors shall each be appointed for a renewable term of five
years. The amount of their salary shall be fixed by the Administrative Council.
Article XII. Auditing Board
The Auditing Board shall consist of three members appointed pursuant to Article IX,
Section 3. litt m. for their competence in economic and financial matters. They shall
act completely independently.
The Auditing Board shall inspect the Bank's accounts and verify that the operational
accounts and balance sheet are in order.
In its annual report, the Auditing Board shall certify that the balance sheet and
operational accounts accord with the books, that they give an accurate and true picture
of the state of the Bank's affairs as at the end of each financial period and that
the Bank is being managed according to the principles of sound financial management.
The Board shall receive copies of any documents useful to it in its work, such as
the reports of the external and internal auditors. At the request of the organs of
the Bank, the Board shall perform any other task pertaining to the supervision of
the Bank's financial activity.
Article XIII. Council of Europe
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a With a view to ensuring relations with the Council of Europe, the Committee of Ministers
and Parliamentary Assembly of the Council of Europe shall be regularly informed of
the Bank's activities. The Governing Board shall state a position on the recommendations
and opinions of the Committee of Ministers and Parliamentary Assembly transmitted
to it.
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b The Secretary General of the Council of Europe shall participate in, or may be represented
at, meetings of the Governing Board and Administrative Council, without the right
to vote.
He shall carry out any duty entrusted to him in pursuance of the present Articles
of Agreement or of the Third Protocol to the General Agreement on Privileges and Immunities of the Council
of Europe. In this connection he shall place the requisite staff at the disposal of the Bank.
He may perform any other duty entrusted to him by the Organs of the Bank in accordance
with the provisions of the Partial Agreement on the Council of Europe Development
Bank.
Article XIV. Headquarters
The principal office of the Bank shall be at Strasbourg, France. The headquarters
of the operational services shall be in Paris and may be changed only by a decision
of the Governing Board and an identically worded decision of the Administrative Council.
Article XV. Suspension of operations and liquidation of the Bank
Section 1 – Withdrawal of Members
Any Member may withdraw from the Bank on conditions laid down by the Governing Board
on giving notice of six months prior to the end of the current calendar year.
Section 2 – Suspension of operations
Should the Governing Board decide upon the suspension of activities, the Bank shall
cease all loan and guarantee operations.
Section 3 – Liquidation of the Bank
Should the Governing Board decide upon the termination of operations, the Bank shall
forthwith cease all activities except those incidental to the settlement of its obligations
and the realisation, conservation and preservation of its assets.
After all liabilities of the Bank, including satisfaction of rights upon distribution
which may previously have been granted by the Bank upon accepting contributions under
Article V, have been discharged or provided for, the Members of the Bank shall adopt
a plan for the distribution of assets which shall be based on the following principles:
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a. No Member of the Bank against which the Bank has an unsatisfied claim shall be eligible
to participate in the distribution under the plan until it has regularised its position;
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b. Priority shall be given to using the Bank's net assets to reimburse to Members the
sums paid by them in pursuance of Article IV, in proportion to the number of certificates
paid up.
Any excess of the Bank's net assets over the aggregate total of such distributed shares
shall be allotted to all Members of the Bank in proportion to the number of participating
certificates held by each;
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c. Should there be net liabilities, they shall be distributed among the Members of the
Bank in proportion to the number of participating certificates held by each.
Each Member will be required to pay its share to the Bank, less the certificates paid
up and up to a maximum of the certificates subscribed.
Article XVI. Interpretation of the present Articles of Agreement
Any decision of the Administrative Council involving the interpretation of the present
Articles of Agreement may be referred to the Governing Board at the request of any
Member. Until such time as the Governing Board has made a ruling, the Bank may, to
the extent it deems it necessary, act on the basis of the decision of the Administrative
Council.
Article XVII. Notifications
The Secretary General of the Council of Europe shall notify the Members of the Bank
and the Governor of:
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a. the deposit of any declaration or instrument of acceptance of these Articles of Agreement;
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b. any document amending these Articles of Agreement.
The Secretary General of the Council of Europe shall forward a certified copy of these
Articles of Agreement to each Member State of the Council of Europe and to every other
Member of the Bank.