International Finance Corporation (IFC) Board of Governors - Resolution No. 275 - Amendment of the By-Laws

Jul 19, 2026

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Amendment to the By-Laws of the International Finance Corporation, adopted by the Board of Governors under Resolution No. 275. The text revises provisions governing special meetings, notice requirements, attendance rules for directors and alternates, agenda preparation and amendment, appointment roles for chair and vice-chair, the secretary’s responsibility, recordkeeping through minutes, annual reporting obligations, voting procedures, proxy restrictions, and actions taken without a meeting.

LanguageEnglish

CategoryResearch & Report

FormatPDF

Pages5

Reading Time13 min

Resolution No. 275 - Amendment of the By-Laws of the IFC

Section 1. Meetings of the Board of Governors

Section 2. Notice of Meetings of the Board of Governors

Section 3. Attendance of Directors and Observers at Meetings of the Board of Governors

Section 4. Agenda of Meetings of the Board of Governors

Section 5. Chair and Vice-Chair

Section 6. Secretary

Section 7. Minutes

Section 8. Annual Report

Section 9. Voting

Section 10. Proxies

Section 11. Voting without Meeting

Public Disclosure Authorized Public Disclosure Authorized INTERNATIONAL FINANCE CORPORATION BOARD OF GOVERNORS Resolution No. 275 Amendment of the By-Laws ofIFC RESOLVED: THAT the By-Laws of the International Finance Corporation be amended as follows: SECTION 1. Meetings of the Board of Governors (a) Special meetings ofthe Board of Governors may be called at any time by the Board of Governors or the Board of Directors. (b) Any meeting of the Board of Governors at which a quorum shall not be present may be adjourned from time to time by a majority of the Governors present and notice of the adjourned meeting need not be given. SECTION 2. Notice of Meetings of the Board of Governors The Chair of the Board of Directors shall cause notice of the time and place of each meeting of the Board of Governors to be given to each member of the Corporation by any rapid means of communication which shall be dispatched not less than 42 days prior to the date set for such meeting, except that in urgent cases such notice shall be sufficient if dispatched by telegram or cable not less than 10 days prior to the date set for such meeting. SECTION 3. Attendance of Directors and Observers at Meetings of the Board of Governors (a) The Directors and their Alternates may attend all meetings of the Board of Governorsand may participate in such meetings, but a Director or Alternate shall not be entitled to vote at any such meeting unless they shall be entitled to vote as a Governor or an Alternate or a temporary Alternate of a Governor. (b) The Chair of the Board of Governors, in consultation with the Board of Directors, may invite observers to attend any meeting of the Board of Governors. SECTION 4. Agenda of Meetings of the Board of Governors (a) Under the direction of the Board of Directors, the Chair of the Board of Directors shall prepare a brief agenda for each meeting of the Board of Governors and shall cause such agenda to be transmitted to each member of the Corporation with the notice of such meeting. (b) Additional subjects may be placed on the agenda for any meeting of the Board of Governors by any Governor provided that the Governor shall give notice thereof to the Chair of the Board of Directors not less than seven days prior to the date set for such meeting. In special circumstances the Chair of the Board of Directors by direction of the IFC Resolution No. 275 Page 2 of 5 Board of Directors may at any time place additional subjects on the agenda for any meeting of the Board of Governors. The Chair of the Board of Directors shall cause notice of the addition of any subjects to the agenda for any meeting of the Board of Governors to be given as promptly as possible to each member of the Corporation. (c) The Board of Governors may at any time authorize any subject to be placed on the agenda for any meeting of such Board even though the notice required by this sectionshall not have been given. (d) Except as otherwise specifically directed by the Board of Governors, the Chair of the Board of Governors jointly with the Chair of the Board of Directors shall have charge of all arrangements for the holding of meetings ofthe Board of Governors. SECTION 5. Chair and Vice-Chair The Chair and Vice-Chair of the Board of Governors of the International Bank for Reconstruction and Development (hereinafter called the Bank) shall be, provided that they are Governors ofthe Corporation, the Chair and Vice-Chair, respectively, of the Board of Governors of the Corporation. If, however, the Chair of the Board of Governors ofthe Bank shall not be a Governor of the Corporation, the Board of Governors of the Corporation at its annual meetingshall select a Governor to act as Chair. As used in this Section, the term “Chair of the Board of Governors ofthe Bank” shall include any Vice-Chair acting in place of the Chair. SECTION 6. Secretary The Secretary of the Corporation shall serve as Secretary of the Board of Governors.

FAQs

What does Resolution No. 275 change in the IFC’s governance documents?

It amends the IFC By-Laws, updating rules related to how meetings are held, how notice is given, and how decisions are conducted.

How are special meetings of the Board of Governors called and handled?

Special meetings may be called at any time by the Board of Governors or the Board of Directors, and meetings without a quorum can be adjourned by a majority of governors present.

What are the voting and proxy rules under the amendment?

Decisions are made by majority of votes cast unless otherwise provided, chairs may seek the sense of the meeting but formal votes can be required, governors cannot vote by proxy, and actions may be voted on without a meeting through motions circulated by rapid communication.

Jul 19, 2026

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