第二十八條 投票
Article 28 Voting

一、每個成員的投票權(quán)總數(shù)是基本投票權(quán)、股份投票權(quán)以及創(chuàng)始成員享有的創(chuàng)始成員投票權(quán)的總和。
1. The total voting power of each member shall consist of the sum of its basic votes, share votes and, in the case of a Founding Member, its Founding Member votes.

（一）每個成員的基本投票權(quán)是全體成員基本投票權(quán)、股份投票權(quán)和創(chuàng)始成員投票權(quán)總和的百分之十二在全體成員中平均分配的結(jié)果。
(i) The basic votes of each member shall be the number of votes that results from the equal distribution among all the members of twelve (12) per cent of the aggregate sum of the basic votes, share votes and Founding Member votes of all the members.

（二）每個成員的股份投票權(quán)與該成員持有的銀行股份數(shù)相當(dāng)。
(ii) The number of the share votes of each member shall be equal to the number of shares of the capital stock of the Bank held by that member.

（三）每個創(chuàng)始成員均享有六百票創(chuàng)始成員投票權(quán)。
(iii) Each Founding Member shall be allocated six hundred (600) Founding Member votes.

如成員不能依照第六條足額繳付其任何到期的實繳股份金額，在全部繳清之前，其所能行使的投票權(quán)將等比例減少，減少比例為到期未繳金額與該成員實繳股份總面值的百分比。
In the event a member fails to pay any part of the amount due in respect of its obligations in relation to paid-in shares under Article 6, the number of share votes to be exercised by the member shall, as long as such failure continues, be reduced proportionately, by the percentage which the amount due and unpaid represents of the total par value of paid-in shares subscribed to by that member.

二、理事會進行投票時，每名理事應(yīng)有權(quán)行使其所代表成員的投票權(quán)。
2. In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member he represents.

（一）除本協(xié)定另有明確規(guī)定，理事會討論的所有事項均應(yīng)由所投投票權(quán)的簡單多數(shù)決定。
(i) Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall be decided by a majority of the votes cast.

（二）理事會超級多數(shù)投票通過指：理事人數(shù)占理事總?cè)藬?shù)三分之二以上、且所代表投票權(quán)不低于成員總投票權(quán)四分之三的多數(shù)通過。
(ii) A Super Majority vote of the Board of Governors shall require an affirmative vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members.

（三）理事會特別多數(shù)投票通過指：理事人數(shù)占理事總?cè)藬?shù)半數(shù)以上、且所代表投票權(quán)不低于成員總投票權(quán)一半的多數(shù)通過。
(iii) A Special Majority vote of the Board of Governors shall require an affirmative vote of a majority of the total number of Governors, representing not less than a majority of the total voting power of the members.

三、在董事會投票時，每名董事均有權(quán)行使選舉其擔(dān)任董事的理事所擁有的投票權(quán)，以及任何根據(jù)附件二將投票權(quán)委派給其的理事?lián)碛械耐镀睓?quán)。
3. In voting in the Board of Directors, each Director shall be entitled to cast the number of votes to which the Governors who elected him are entitled and those to which any Governors who have assigned their votes to him, pursuant to Schedule B, are entitled.

（一）有權(quán)代表一個以上成員投票的董事可代表這些成員分開投票。
(i) A Director entitled to cast the votes of more than one member may cast the votes for those members separately.

（二）除本協(xié)定另有明確規(guī)定外，董事會討論的所有問題，均應(yīng)由所投投票權(quán)的簡單多數(shù)決定。
(ii) Except as otherwise expressly provided in this Agreement, all matters before the Board of Directors shall be decided by a majority of the votes cast.