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ARTICLE II - Membership and Capital


(as amended through June 27, 2012)


Section 1.       Membership

(a) The original members of the Corporation shall be those members of the Bank listed in Schedule A hereto which shall, on or before the date specified in Article IX, Section 2 (c), accept membership in the Corporation.

(b) Membership shall be open to other members of the Bank at such times and in accordance with such terms as may be prescribed by the Corporation.

Section 2.       Capital Stock

(a) The authorized capital stock of the Corporation shall be $100,000,000, in terms of United States dollars [1].

(b) The authorized capital stock shall be divided into 100,000 shares having a par value of one thousand United States dollars each. Any such shares not initially subscribed by original members shall be available for subsequent subscription in accordance with Section 3 (d) of this Article.


[1] As of June 27, 2012, the authorized capital stock of the Corporation had been increased to $2,580,000,000 divided into 2,580,000  shares of $1,000 each.

 

(c) The amount of capital stock at any time authorized may be increased by the Board of Governors as follows:

(i) by a majority of the votes cast, in case such increase is necessary for the purpose of issuing shares of capital stock on initial subscription by members other than original members, provided that the aggregate of any increases authorized pursuant to this subparagraph shall not exceed 10,000 shares;

(ii) In any other case, by a four-fifths majority of the total voting power [2].


[2] Amended April 28, 1993. Original Text: (ii) in any other case, by a three-fourths majority of the total voting power.

    

(d)     In case of an increase authorized pursuant to paragraph (c)(ii) above, each member shall have a reasonable opportunity to subscribe, under such conditions as the Corporation 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 Corporation, but no member shall be obligated to subscribe to any part of the increased capital.

 

(e)     Issuance of shares of stock, other than those subscribed either on initial subscription or pursuant to paragraph (d) above, shall require a three-fourths majority of the total voting power.

 

(f)     Shares of stock of the Corporation shall be available for subscription only by, and shall be issued only to, members.

 

Section 3.       Subscriptions

(a) Each original member shall subscribe to the number of shares of stock set forth opposite its name in Schedule A. The number of shares of stock to be subscribed by other members shall be determined by the Corporation.
 

(b) Shares of stock initially subscribed by original members shall be issued at par.
 

(c) The initial subscription of each original member shall be payable in full within 30 days after either the date on which the Corporation shall begin operations pursuant to Article IX, Section3 (b), or the date on which such original member becomes a member, whichever shall be later, or at such date thereafter as the Corporation shall determine. Payment shall be made in gold or United States dollars in response to a call by the Corporation which shall specify the place or places of payment.

 

(d)     The price and other terms of subscription of shares of stock to be subscribed, otherwise than on initial subscription by original members, shall be determined by the Corporation.

 

Section 4.       Limitation on Liability

      No member shall be liable, by reason of its membership, for obligations of the Corporation.

 

Section 5.       Restriction on Transfers and Pledges of Shares

      Shares of stock shall not be pledged or encumbered in any manner whatever, and shall be transferable only to the Corporation.


 

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