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Collection: Paul A. Volcker Papers
Call Number: MC279

Box 25

Preferred Citation: Bretton Woods, 1984-1985; Paul A. Volcker Papers, Box 25; Public Policy
Papers, Department of Rare Books and Special Collections, Princeton University Library
Find it online: http://findingaids.princeton.edu/collections/MC279/c150 and
https://fraser.stlouisfed.org/archival/5297
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From the collections of the Seeley G. Mudd Manuscript Library, Princeton, NJ
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January 22, 1985
/.1
refr 44t/u/c_

I.

2z,

Pleasure to join you as you launch this venture.

I take it your purpose is not blind support for everything

the Bretton Woods institutions are doing, but rather a simple

conviction they will remain important

to world growth and stability.

indeed indispensable
\,L„
v.) .0
Noro,
.`L
-A/',0/1„\si"
.
co."

There is no doubt in my mind that each of these

institutions -- the IMF and World BAnk -- face conditions

and circumstances that justify review.

)17cy aid_ 2--

Ih'irra-k4 K.(:(4?#;e




I well remember, in the early 1970's with the

e

Pafazt„ic e

67

breakdown of fixed exchange rates, the "crepe

hanging" at the IMF -- "Bretton Woods was dead."

--

At the same time, the role of the Bank seemed

clear, and it launched a large expansion.

II.

Now, 10 years later, how times have changed!

--

IMF took the lead in dealing with the threat

to growth and stability implicit in the international

debt crisis.

-2-

--

IMF took lead in dealing with the threat to
growth and stability implicit in the international
debt crisis.

It had money and policy prescriptions.

Most of all, it had the respect and competence
needed to play a unique, central coordinating
role in a complicated effort involving many
parties, public and private.

Instead of withering away, the Fund turned
out to be the right organization, at the right
time, in the right place -- even though none of
it could have been foreseen.

--

By its nature, the World Bank was less centrally

involved in "phase I" of the debt problem -crisis management.

(There has, of course, been

adaptation and assitance.)

Now, as we move into stage II, roles may change again -How can these institutions support self-sustaining
growth, with less private capital from abroad?




-3-

How can they contribute to conditions -- beyond

emergency programs -- to facilitate flow of private capital?

More complex and less exciting -- it is for
Ci/.,-•

long pull.

t

;e

• c'

7.„4May also be more important, and involve greater

changes in accustomed way to do business and to

manage economies.

IV.

We tend these days, when we think of these institutions

to think of international debt problem.

Could look quite different a few years from now.

Maybe -- will be -- other areas where we have to

draw on strength of these unique, international institutions.
cif y
„
47
/
d/ ,
Gt ctii`
;"(
International monetary system not a model of perfection!

No

have policies of industrial countries!

Particular issues of "non-debt"

V.

development.

None of this has political support and attention needed.

Welcome your efforts.

1A/tow/
1
_citt4aa44
2
W
Ata
to;t:trA9




,r&vaci(32
aitv/,
(hid'

6w1

Ata

THE B R ETTON WOODS COMMITTEE
1616 H STREET, N. W., SUITE 400
WASHINGTON, D. C. 20006
TELEPHONE (202) emice
,
31,
11'
TELEX 248924 CIG

December 13, 1984

The Honorable Paul A. Volcker
Chairman
Board of Governors of the
Federal Reserve System
Constitution Avenue and 21st St. N.W.
Washington, D.C. 20551
Dear Chairman Volcker:
On behalf of the founding members of the Bretton Woods
Committee, we want to bring you up to date on our progress in
organizing and to invite you to the Committee's first meeting
on January 22.
Our concept was born out of the near defeat in the House
of Representatives over a year ago of the Administration's IMF
quota increase request. The appearance for the first time of
organized and heavily funded opposition to IMF and development
bank funding added impetus to our effort.
The enclosed prospectus explains in detail what we propose
to do. We have invited over two hundred prominent Americans
-- company chief executives, retired political leaders, union
and public interest group officials -- to become members of
the Committee. The Committee will analyse policy issues regarding
the World Bank and Fund and the issues surrounding them, and
share its conclusions with the executive and legislative branches
of the U.S. government and the American publ'c. We envision
mounting a public education program on the work of these
institutions.
While we come to this effort with an understanding of
the important role these institutions have played over the last
four decades, we remain informed and unbiased observers of these
institutions, with no direct relationship -- financial or philosophical -- to them. We will reach our own conclusions which
may or may not differ from those of their leaders.
We
the our
private
smaller

have raised sufficient seed money to see us through
organizational phase from companies, foundations, and
individuals. Ultimately, the Committee will rely on
annual contributions from our members.

Former Presidents Gerald Ford and Jimmy Carter will be
honorary co-chairmen.




IP A

••

We have scheduled the first meeting of the Committee
January 22, 1985, from 11:00 a.m. to 4:00 p.m. at the Regent
During our luncheon, we will hear
'Hotel in Washington, D.C.
from Mananging Director Jacques De Larosiere of the IMF and
President Tom Clausen of the World Bank.
We would be honored if you would join us for the lunch
and the remarks of our speakers. Would you be kind enough to
have someone on your staff let us know if you will be able to
attend.
We look forward to remaining in close touch with you in
this endeavor.
With best regards.
Sincerely yours,

[-IAVLA.f M
Henry Fowler
Co-Chairman

Enclosures.




Charls E. Walker
Co-Chairman

St

THE BRETTON WOODS COMMITTEE
1616 H STREET, N. W., SUITE 400
WASHINGTON, D. C. 20006
TELEPHONE (202) 842-3711
TELEX 248924 C1G

PROSPECTUS

The health of the international financial system continues
While the threat of extensive Latin American
to be uncertain.
defaults seems to have been averted, the system is still at risk
and economic growth remains low. No quick or easy solutions are
visible on the horizon.
It is not only developing countries that feel the pressure.
In an economically interdependent world, the United States suffers
substantial economic injury when developing country markets shrink
The net flow of capital to developing countries
or are closed.
This not only creates
shows signs of declining again this year.
instability and breeds unrest in borrowing countries, but in the
end directly reduces U.S. exports, jobs, and profits.
The United States has a strong interest in seeing developing
Capital
countries grow at a faster rate than now seems likely.
flows, along with effective domestic adjustment policies in these
Increased
. countries, will be the key to achieving that goal.
capital flows to developing countries, as well as more effective
adjustment policies by more countries, will be needed if the situation is not to worsen. Continuing to rely solely on a strategy
of damage-limitation may result in increased economic and social
turmoil and narrowing U.S. export markets in Latin America and
elsewhere.
The World Bank and the International Monetary Fund (IMF)
In his speech
will be at the center of any effective action.
the IMF, Presiand
Bank
World
the
of
meeting
to the recent annual
and
institutions
these
for
support
his
dent Reagan made clear
He
said:
increased funding for them.
As we go forward, we will support our two great
institutions, the IMF and World Bank, which have been
the cornerstones of the international economic and monetary systems since World War II. The United States
remains honored to be one of the "founding fathers"
of both organizations. Besides their enormous contributions to individual freedom, prosperity, and initiative, these multilateral organizations are effectively
handling even greater responsibilities as the technological revolution ushers in an increasing velocity of
human transactions and greater global economic
interdependence.




2
About the World Bank he said:
Last year the World Bank committed over $15 billion
to supplement the efforts of developing member countries
to strengthen their economies.
In addition to its proven
expertise as an investment project lender, we value highly
the bank's ability to provide helpful policy guidance and
technical assistance and to act as a catalyst in encouraging
private enterprise and investment capital.
We are committed to providing the agreed-upon level
of U.S. contributions to the IBRD Selective Capital Increase,
the Seventh Replenishment of IDA and the capital increase
of the IFC.
About the IMF he said:
The IMF has always had a central role in assisting members
facing serious balance of payments problems, and it has
assumed leadership in helping debtor countries design economic
adjustment programs which seek to restore economic and financial balance and creditworthiness. For our part, considerable
effort went into negotiating and obtaining the necessary
legislative concurrence for United States participation in
the quota increase which provided resources for the Fund
to deal with this difficult problem.
Despite the President's strong endorsement of these institutions and his recognition of their need for increased funds, there
is no assurance that the U.S. Congress will ultimately approve
new money requests for these institutions.
In a critical vote
in the House of Representatives last year, the IMF bill passed
by only a seven vote margin. This reflects a lack of understanding
in the Congress and the public at large of the role of the IMF
and the World Bank.
Traditionally, the world has looked to these institutions
and the regional development banks for leadership in addressing
the problems of development and balance of payments financing.
The economic policy prescriptions of the IMF and the temporary
financing that it provides have helped many countries to regain
their economic health.
In the current debt crisis, the IMF has
been in the forefront of every international rescue effort, providing transitional financing and coordinating the efforts of
commercial lenders.
The World Bank's efforts to promote long-term growth have
complemented these crisis efforts of the IMF.
Many borrowers
in the developing world face low and falling incomes - particularly
in Sub-Saharan Africa, poor Asian countries such as Bangladesh,
and major debtors in Latin America.
Without the economic restructuring and growth that the World Bank loans help make possible,




3
the international debt problem will be even more difficult to
resolve.
During the next two years, important questions will have
to be answered about the future of the World Bank and the IMF.
Should the Bank substantially expand its lending as part of a
productive and sustainable flow of capital to the developing countries?
How can it encourage and complement more commercial bank
How active will the IMF have to be in the adjustment
lending?
What role can it play in helping to bring about a corprocess?
rection in the current misalignment of exchange rates?
How will
it raise the resources necessary to achieve these ends?
The answers to these questions will determine whether and,
if so, how, the Bretton Woods institutions can be used to their
full potential in meeting the current financial crisis, in helping
to contain inflation, and in building a healthy world trading
system.
There is thus a need for reappraisal of the role of these
institutions, the requirements that they will face in the years
ahead, and whether they will have the resources to meet their
requirements.
The private sector, as well as government,
should contribute to this reappraisal. Business and financial
leaders should explore the issues surrounding the changing role
of these institutions, and share their conclusions with the Congress, the Executive Branch, and the U.S. public generally.
Only
thus will it be possible to assure a vigorous and effective U.S.
policy regarding the Bank and the Fund - one which is understood
and supported by the U. S. public.
We propose to help meet this need through the establishment
of a group of two hundred nationally prominent Americans who are
concerned about the future of these institutions.
The group will
attempt to accomplish this mission within a two year period, and
will extend beyond that only if needed.
It will operate as a
non-profit, educational organization to which tax deductible contributions can be made.
Its budget is estimated as likely to
be several hundred thousand dollars per year, with modest annual
contributions from corporations, foundations and individuals as
the primary sources of funding.
The group will be led by two
co-chairmen and by a twenty member executive committee.
While the members of the group come to this effort with an
understanding of the important role these institutions have played
over the last four decades, they remain informed and unbiased
observers of these institutions, with no direct relationship -financial or philosophical -- to them. The Committee will reach
its own conclusions which may or may not differ from those of
their leaders.
The Committee has raised sufficient seed money to see it




4
through the organizational phase from companies, foundations,
and private individuals.
Ultimately, the Committee will rely
on small annual contributions from its members.
Former Presidents Gerald Ford and Jimmy Carter will be
Honorary Co-Chairmen.
Charls E. Walker, former Deputy Secretary
of Treasury, and Henry H. (Joe) Fowler, former Secretary of Treasury, will be Co-Chairmen.
At its first meeting on January 22, 1985, the Committee will
hear from IMF Managing Director Jacques de Larosiere, World Bank
President A. W. Clausen, and Fed Chairman Paul Volcker, among
others.
ORGANIZING GROUP

Thomas L. Ashley
Robert E. Barnett
C. Fred Bergsten
Andrew Brimmer
Harold Brown
Frank Carlucci
William T. Coleman, Jr.
Lloyd N. Cutler
Edward R. Fried
Robert Hormats
Peter Jones
Bruce K. MacLaury
Robert McNamara
G. William Miller
James C. Orr
Henry Owen
Myer Rashish
Elliot Richardson
Gerard C. Smith
Robert Strauss
Anne Wexler




BRETTON WOODS COMMITTEE

Organizing Group
Thomas L. Ashley
Wilkinson, Barker, Knauer & Quinn
1735 New York Avenue, NW
Washington, DC 20006
(202-783-4141)
Robert Barnett
Barnett, Yinglina & Shay
1090 Vermont Avenue, NW
Suite 810
Washinaton, DC 20005
(202-393-2388)
C. Fred Bergsten
Institute for International Economics
11 Dupont Circle, NW
Washington, DC 20036
(202-32R-0583)
Andrew Brimmer
Andrew Brimmer & Associates, Inc.
1804 Corcoran Street, NW
Washington, DC 20009
(202-342-6255)
Harold Brown
Johns Hopkins Foreign Policy Institute
1740 Massachusetts Avenue, NW
Washington, DC 20036
(202-785-6250)
Frank Carlucci
Sears World Trade Inc.
633 Pennsylvania Avenue, NW
Washington, DC 20004
(202-626-1600)
William T. Coleman, Jr.
O'Melveny & Myers
1i400 M Street, NW
Washington, DC 20036

(202-457-5300)




••

2

Lloyd N. Cutler
Wilmer, Cutler & Pickering
1666 K Street, NW
Washington, DC 20006
(202-872-6000)
Henry H. Fowler
Co-Chairman
The Bretton Woods Committee
1616 H Street, N.W.
Washington, D.C. 20006
(202-783-7000)
Edward R. Fried
The Brookings Institution
1775 Massachusetts Avenue, NW
Washington, DC 20036
(202-797-6016)
Robert D. Hormats
Goldman, Sachs & Co.
85 Broad Street
New York 10004
(212-902-5347)
Peter T. Jones
Senior Vice President
Levi Strauss & Co.
San Francisco, CA
94120
(415-981-5252)
Marc E. Leland
Suite 8500
2000 Pennsylvania Avenue, NW
Washington, DC 20006
(202-429-7486)
Bruce K. MacLaury
The Brookings Institution
1775 Massachusetts Avenue, NW
Washington, DC 20036
(202-797-6200)
Robert S. McNamara
1800 K Street, NW
Washington, DC 20006
(202-466-7370)




3
G. William Miller
G. William Miller & Company, Inc.
919 18th Street, NW
Washington, DC 20006
(202-429-1780)
James C. Orr
Orr and Branand
Four E Street, SE
Washington, DC 20003
(202-546-4100)
Henry Owen
Consultants International Group, Inc.
1616 H Street, NW
Washington, DC 20006
(202-783-7000)
Myer Rashish
Rashish Associates
600 New Hampshire Avenue, NW
Washington, DC 20037
(202-337-6000)
Elliot Richardson
Milbank, Tweed, Hadley & McCloy
1825 I Street, N.W.
Washington, D.C.
20006
(202-835-7534)
Gerard C. Smith
Consultants International Group, fInc.
1616 H Street, NW
Washington, DC 20006
(202-842-3711)
Robert Strauss
Akin, Gump, Strauss, Hauer & Feld
1333 New Hampshire Avenue, NW
Washington, DC 20036
(202-887-4190)
Charls E. Walker
Co-Chairman
The Bretton Woods Committee
1616 H Street, N.W.
Washington, D.C. 20006
(202-783-7000)
Anne Wexler
Wexler, Reynolds, Harrison & Schule
1317 F Street, NW
Washington, DC 20004
(202-638-2121)




4

MEMBERS

Joseph F. Alibrandi
President and CEO
Whittaker Corp.
10880 Wilshire Blvd.
Los Angeles, California 90024
(213-475-9411)
Edward Andersen
Master
National Grange
1616 H Street, NW
Washington, DC 20006
(202-628-3507)
Robert 0. Anderson
Chairman
Atlantic Richfield Co.
515 S. Flower Street
Los Angeles, CA 90071
(213-486-3511)
Roy L. Ash
Ash Capital Corporation
1900 Avenue of the Stars
Los Angeles, California 90067
(213-553-6244)
H. Brewster Atwater, Jr.
Chairman and CEO
General Mills Inc.
9200 Wayzata Blvd. - P.O. Box 1113
Minneapolis MN 55440
(612-540-2311)
Dr. Kenneth L. Bader
CEO
American Soybean Association
777 Craig Rd.
St. Louis, MO 63141
(314-432-1600)
George W. Ball
c/o Lee Hurford
107 Library Place
Princeton, NJ
08540
(609-921-3301)




5

J. David Barnes
Chairman and CEO
Mellon Bank NA
One Mellon Bank Center
Pittsburgh, PA 15230
(412-234-4100)
Joseph W. Barr
2111 Jefferson Davis Highway
Arlington, Virginia 22202
(703-920-6860)
Douglas Bennet, President
National Public Radio
2025 M Street, NW
Washington, DC 20036
(202-822-2000)
James F. Bere
Chairman and CEO
Borg-Warner Corp.
200 S. Michigan Ave.
Chicago, IL 60604
(312-322-8500)
Owen Bieber
President
International Union, U.A.W.
8000 E. Jefferson Avenue
Detroit, MI 24814
(313-926-5000)
Winton M. Blount
Chairman and CEO
Blount, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116
(205-272-8020)
Thornton F. Bradshaw
Chairman and CEO
RCA Corp.
30 Rockefeller Plaza
New York, New York 10020
(212-621-6000)
Terry E. Branstad
Governor, State House
Des Moines, Iowa 50319
(515-281-5211)




6
Alfred Brittain, III
Chairman
Bankers Trust Company
280 Park Avenue - 22 West Bldg.
New York, NY 10015
(212-775-2500)
Edward W. Brooke
O'Connor & Hannan
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
(202-887-1400)
Charles L. Brown
Chairman and CEO
American Telephone and Telegraph Co.
550 Madison Avenue
New York, New York 10007
(212-644-1000)
Louis W. Cabot
Chairman
Cabot Corporation
125 High Street
Boston, MA 02110
(617-423-6000)
Reverend Joan Campbell
Interim Director
World Council of Churches, U.S. Office
475 Riverside Drive, Room 1062
New York, NY 10115
(212-870-2533)
Wallace Campbell
President, CARE
1575 Eye Street, NW
Washington, DC 20005
(202-789-0236)
Warren Christopher
O'Melveny & Myers
400 South Hope Street
Los Angeles, California 90071-2899
(213-669-6310)
George J. Clark
Executive Vice President
Citicorp
399 Park Avenue
New York, New York 10043
(212-559-1000)




7

Clark M. Clifford
Clifford & Warnke
815 Connecticut Avenue, NW
Washington, DC 20006
(202-828-4269)
Richard W. Cooper
Center for International Affairs, Harvard University
Coolidge Hall, 1737 Cambridge Street
Cambridge, Massachusetts 02138
(617-495-5076)
John C. Culver
Arent, Fox, Kintner, Plotkin & Kahn
1050 Connecticut Avenue, NW
Washington, DC 20036
(202-857-6152)
Douglas D. Danforth, Chairman
Westinghouse Electric Corp.
Gateway Center Westinghouse Bldg.
Pittsburgh, PA 15222
(412-244-2000)
Richard A. Debs
President
Morgan Stanley International Incorporated
1251 Avenue of the Americas
New York, NY 10020
(212-974-4000)
Robert B. Delano
President
American Farm Bureau Federation
225 Touhy Avenue
Park Ridge, IL 60068
(312-399-5700)
Frederick L. Deming
4235 East Lake Harriet Blvd.
Minneapolis MN 55409
(612-823-4617)
C. Douglas Dillon
The Dillon Fund
1270 Avenue of the Americas (Room 2300)
New York, New York 10020
(212-315-8353)




8
William D. Eberle
Manchester Associates, Inc.
53 Mt. Vernon Street
Boston, Massachusetts 02108
(617-227-0360)
Stuart E. Eizenstat
Powell, Goldstein, Frazer & Murphy
1110 Vermont Avenue, NW
Washington, DC 20005
(202-347-0066)
Thomas B. Evans, Jr.
O'Connor & Hannan
1919 Pennsylvania Avenue, NW
(202-887-1400)
Robbins W. Fischer
President
Chief Executive Officer
Soypro International, Inc.
314 Main Street
Cedar Falls, Iowa
50613
Orville L. Freeman
Chairman
Business International Corp.
One Dag Hammarskjold Plaza
New York, NY 10017
(212-750-6300
Alexander Giacco
Chairman, President and CEO
Hercules, Inc.
Hercules Plaza
Wilmington, Delaware 19894
(302-594-5000)
Daniel E. Gill
Chairman, President and CEO
Bausch & Lomb, Inc.
Lincolnhurst Square
P.O. Box 50
Rochester, NY 14601
(716-338-5468)
John H. Gutfreund
Chairman
Salomon Brothers Inc.
One New York Plaza
New York, NY 10004
(212-747-7000)




9

Robert A. Hanson
Chairman, President and CEO
Deere and Company
Moline, IL 61265
(309-752-8000)
Richard E. Heckert
Vice Chairman
E. I. DuPont de Nemours & Co., Inc.
1007 Market Street
Wilmington, DE
19898
(302-774-1000)
John M. Hennessy
Vice Chairman
Credit Suisse/First Boston Limited
22 Bishopsgate
London EC2N 4BQ
Todd W. Herrick
President and CEO
Tecumseh Products Co.
100 E. Patterson
Tecumseh MI 49286
(517-423-8411)
Reverend Theodore Hesburgh, C.S.C.
President
University of Notre Dame
Notre Dame, Indiana 46556
(219-239-5000)
Richard D. Hill
Director
First National Bank of Boston
Suite 2300
100 Federal Street
Boston, MA
02110
(617-434-2180)
Mr. Daniel W. Hofgren
Vice President
Investment Banking Services
Goldman Sachs & Company
Suite 450
1825 I Street, N.W.
Washington, D.C.
20006
(202-861-0220)




10
Lido A. Iacocca
Chairman of the Board
Chrysler Corporation
P.O. Box 1919
Detroit, MI
48288
(313-642-1077)
Walter K. Joelson
Chief Economist
General Electric Corporation
Fairfield, CT
06431
Dr. Amos A. Jordan
President
Center for Strategic & International Studies
1800 K Street, NW - Georgetown University
Washington, DC 20006
(202-887-0200)
Donald M. Kendall
Chairman and CEO
Pepsico, Inc.
Purchase, New York 10577
(914-253-3000)
Peter B. Kenen
Director, International Finance Section
Department of Economics, Princeton University
Dickinson Hall
G-13
Princeton, New Jersey 08544
(609-452-3000)
David M. Kennedy
47 East South Temple
Salt Lake City, Utah 84150
(801-531-2149)
Winthrop Knowlton
John F. Kennedy School of Government, Harvard University
79 John F. Kennedy Street
Cambridge, MA 02138
(617-495-1446)
Horace R. Kornegay
Chairman
Tobacco Institute
1875 Eye Street, NW
Washington, DC 20006
(202-457-4800)




11
Pedro Pablo Kuczynski
First Boston International
Park Avenue Plaza
New York, NY 10055
(212-909-2000)
Melvin H. Laird
Readers Digest
1730 Rhode Island Avenue, NW
Washington, DC 20036
(202-223-1642)
Robert J. Lanigan
Chairman and CEO
Owens-Illinois, Inc.
One Sea Gate
Toledo, Ohio 43666
(419-247-5000)
Richard Lee Lesher
President
U.S. Chamber of Commerce
1615 H Street, NW
Washinaton, DC 20062
(202-659-6000)
Sol M. Linowitz
Senior Partner
Coudert Brothers
One Farragut Square, South
Washington, DC 20006
(202-783-3010)
Paul McCleary
Associate General Secretary for Research
General Council on Ministries
The United Methodist Church
601 West Revierview Avenue
Dayton, OH
45406-5543
Paul W. McCracken
Professor
University of Michigan
Dept. of Business Administration
Ann Arbor, Michigan 48109
(313-764-1817)




12
John F. McGillicuddy
Chairman and CEO
Manufacturers Hanover Trust Co.
350 Park Avenue
New York, NY 10022
(212-350-3300)
Robert L. McNeill
Executive Vice-Chairman
Emergency Committee for American Trade
1211 Connecticut Avenue, NW
Washington, DC 20036
(202-659-5147)
Leonard H. Marks
Chairman
Foreign Policy Association
1800 K Street, NW
Washington, DC 20006
(202-293-3860)
John G. Medlin, Jr.
President and CEO
Wachovia Bank and Trust Co., NA
3rd and Main Streets
Winston-Salem, NC 27101
(919-748 5000)
Robert E. Mercer
Chairman and CEO
The Goodyear Tire and Rubber Co.
1144 E. Market Street
Akron, OH 44316
(216-796-2121)
Zoltan Merszei
Vice Chairman
Occidental Petroleum Corp.
10889 Wilshire Blvd.
Los Angeles, CA 90024
(213-879-1700)
Rubin 'F. Mettler
Chairman and CEO
TRW Inc.
23555 Euclid Ave.
Cleveland OH 44117
(216-398-2900




13
J. Irwin Miller
301 Washington Street
Columbus, Indiana 47202
(812 377-5488)
James M. Mills
President
Noroats Inc.
St. Ansgar, IO 50472
(515-736-4801)
Parker G. Montgomery
Chairman & CEO
Cooper Laboratories, Inc.
3145 Porter Drive
Palo Alto, California
94304
General Edward C. Myer
Parks-Jaggers Aerospace Company
2460 Sand Lake Road
Orlando, Florida 32809
(305-855-5005)
Fernando Oaxaca
Chairman of the Board
Coronado Communications Corp
2812 Anchor Avenue
Los Angeles, CA
90064
Fred W. O'Green
Chairman and CEO
Litton Industries, Inc.
360 N. Crescent Drive
Beverly Hills, CA 90210
(213-859-5000)
Robert D. Orr
Governor
State Capitol
Indianapolis IN 46204
C. L. "Butch" Otter
President
Simplot International
One Capital Center
99 Main Street, Suite 1300
Boise, Idaho
83707




14
William S. Paley
CBS Inc.
51 West 52nd Street
New York, NY 10019
(212-975-4321)
William Pearce
Executive Vice President
Cargill Inc.
0. Box 9300
Minneapolis, MN 55440
(612-475-7575)
P.•
Peter G. Peterson
Chairman
Peterson, Jacobs & Company
375 Park Avenue
New York, New York 10152
(212-688-7020)
John R. Petty
Marine Midland Bank N.A.
140 Broadway
New York, NY 10015
(212-688-7020)
Thomas M. Rees
The Rees Law Firm, D.C.
1101 Connecticut Avenue, NW
Washington, DC 20036
(202-223-6244)
Henry S. Reuss
Chatman, Duff & Paul
1825 Eye Street, NW
Washington, DC 20006
(202-293-8600)
John B. Rhodes
Vice Chairman
Allen & Hamilton International
Booz 101 Park Avenue
New York, NY 10178
(212-697-1900)
Dorothy S. Ridings, President
League of Women Voters of the United States
1730 M Street, NW
Washington, DC 20036
(202-429-1965)




15
David Rockefeller
Room 5600
30 Rockefeller Plaza
New York, NY
10112
Mary Roebling
Chairman Emeritus
The National State Bank
Trenton, NJ
08605
(609-396-4030)
Robert V. Roosa
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(212-483-1818)
Felix G. Rohatyn
Lazard Freres & Co.
One Rockefeller Plaza
New York, NY 10020
Nathaniel Samuels
Shearson Lehman/American Express Inc.
660 Madison Avenue
New York, New York 10021
(212-750-1752)
Henry B. Schacht, Chairman and CEO
Cummins Engine Company, Inc.
Box 3005
Columbus, Indiana
47201-3005
(812-377-5000)
John W. Sewell
President
Overseas Development Council
1717 Massachusetts Avenue, NW
Washington, DC 20036
(202-234-8701)
Irving S. Shapiro
Skadden Arps Slate Meagher & Flom
One Rodney Square - Box 636
Wilmington, Delaware 19899
(302-429-9200)
William E. Simon
Chairman
Wesray Corporation
330 South Street
Morristown, NJ
07960




16
(201-540-9020)
Charles H. Smith, Jr.
Chairman
Sifco Industries, Inc.
970 E. 64th Street
Cleveland, OH 44103
(216-881-8600)
Anthony Solomon
New York Federal Reserve (Ret.)
33 Liberty Street
New York, New York 10045
(212-791-5000)
William H. Spoor
Chairman and CEO
The Pillsbury Company
Pillsbury Center
200 South 6th Street
Minneapolis, MN 55402
(612-330-4966)
C. Jim Stewart
Chairman and CEO
Stewart & Stevenson Services, Inc.
2707 North Loop West - P.O. Box 1637
Houston, Texas 77251-1637
(713-868-7700)
Maurice Strong
Chairman
Water Resources of America
11728 Highway 93
Boulder, Colorado 80303
Walter Sterling Surrey
Surrey and Morse
1250 Eye Street, NW
Washington, DC 20005
Dr. Marc Tannenbaum
American Jewish Committee
165 East 56th Street
New York, New York
10022




17
Randall L. Tobias
Senior Vice President
American Telephone &
Telegraph Company
North
Maple Avenue
295
Basking Ridge, NJ
07920
(201-221-7803)
Alexander B. Trowbridge, Jr.
President
National Association of Manufacturers
1776 F Street, NW
Washington, DC
20036
(202-626-3700)
Cyrus Vance
One Battery Park Plaza
New York, New York 10004
(212-483-9000)
Joseph Vittoria
President and CEO
Avis, Inc.
900 Old Country Road
Garden City, NY 11530
(516-222-3000)
John Weinberg, Co-Chairman
Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
(212-902-1000)
John F. Welch, Jr., Chairman and CEO
General Electric Co.
3135 Easton Turnpike
Fairfield, CT 06431
(203-373-2211)
George H. Weyerhaeuser
President and CEO
Weyerhaeuser Co.
Tacoma, Washington 98477
(206-924-2345)
Clifton R. Wharton, Jr., Chancellor
State University of New York
State University Plaza
Albany, New York 12246
(212-687-6681)




18
John C. Whitehead
Co-Chairman
Goldman Sachs & Co.
85 Broadway
New York, NY 10004
(212-902-1000)
Wilmore W. Whitmore
President
First National Bank of Houma
Houma, LA 70361
(504-868-1660)
T. A. Wilson
Chairman and CEO
Boeing Company
7755 East Marginal Way
Seattle, WA
(206-655-2121)
James D. Wolfensohn, President
James D. Wolfensohn, Inc.
425 Park Avenue
New York, NY 10022
(212-909-8100)
Edwin H. Yeo, III
Morgan Stanley & Company, Incorporated
1251 Avenue of the Americas
New York, New York 10020
(212-974-4000)
Andrew Young
Mayor
68 Mitchell Street, S.W.
Atlanta, Georgia 30303
(404-658-6100)
John A. Young
Chairman, President and CEO
Hewlett-Packard Co.
3000 Hanover Street
Palo Alto, CA 94304
(415-857-1501)




THE BRETTON WOODS COMMITTEE
1616 H STREET, N. W., SUITE 400
WASHINGTON, D. C. 20006
TELEPHONE (202) 842-3711
TELEX 248924 CIG

Nominees for the
Executive Committee

Henry Owen, Chairman
Owen Bieber
Thornton F. Bradshaw
Wdrren Christopher
George C. Clark
William T. Coleman, Jr.
Richard W. Cooper
Lloyd N. Cutler
Henry H. Fowler, ex officio
Edward R. Fried
John H. Gutfreund
Peter T. Jones
Peter B. Kenen
Marc F. Leland
Bruce K. MacLaury
Ruben F. Mettler
James C. Orr
William Pearce
Robert V. Roosa
Anthony Solomon
Robert Strauss
officio
Charls E. Walker, e
Anne Wexler
John C. Whitehead
T. A. Wilson
James D. Wolfensohn




THE BRETTON WOODS COMMITTEE
1616 H STREET, N. W., SUITE 400
WASHINGTON, D. C. 20006
TELEPHONE (202) 842-3711
TELEX 248924 C1G

INAUGURAL MEETING
Agenda

Tuesday, January 22, 1985

10:45 - 11:00 a.m.

Regent Hotel
2350 M Street,NW
Washington, D.C.

Registration
Conference Level Foyer, sign-in and
receive meeting materials.

11:00 a.m.
Regency
Ballroom

11:45 a.m.

Welcome

•
•




Henry Owen

Membership.
Fundraising and Budget.
By-Laws.
IRS Tax Status.

Constitution of the Committee
•
•
•

12:30 p.m.

The need and the concept.
How the Committee might function.

Organization
•
•
•
•

12:00 p.m.

Henry H. Fowler
Charls E. Walker

Approve By-Laws.
Elect Directors
Elect Executive Committee

Cocktails in the Foyer

rit
P
1:00 p.m.

Luncheon in Regent V
Moderator:

Charls Walker

Speakers include:
Jacques de Larosiere
Managing Director
International Monetary Fund
A. W. Clausen
President
World Bank
Hon. Paul A. Volcker
Chairman
Board of Governors
Federal Reserve

***

2:30 p.m.

Questions and Answers

Discussion of Key Substantive
Issues surrounding the Bank and Fund

Regency
Ballroom

4:00 p.m.




***

Henry Fowler

Adjournment

(A press conference will follow the meeting and
is opened to any interested members.)

-t

BYLAWS OF
BRETTON WOODS COMMITTEE

ARTICLE I
Name

The name of the Corporation is Bretton Woods Committee.

ARTICLE II
Purposes

The purposes for which the Corporation is organized
and operated are to engage exclusively in such charitable, educational, and scientific activities as may qualify it for
exemption from Federal income tax under section 501(c)(3) of
the Internal Revenue Code of 1954 (hereinafter referred to as
the "Code").

More specifically, such purposes include, but are

not limited to, the following:

1.

To study and analyze the International Monetary

Fund and the World Bank and the role of those institutions in
•
the present and future international economic system;




- 2 -

2.

To develop a program for education of the public

about the International Monetary Fund and the World Bank;

3.

To develop findings and conclusions to aid in

public and governmental consideration of the future of the
International Monetary Fund and the World Bank;

4.

To encourage and foster any other such similar

activity which has the purpose of promoting a broader public
understanding of the International Monetary Fund and the World
Bank; and

5.

To do any and all lawful acts that may be neces-

sary, useful, suitable, or proper for the furtherance or accomplishment of the purposes of the Corporation.

In furtherance of the above and other related purposes, the Corporation shall have the power to exercise all
power and authority granted to it under the District of
Columbia Nonprofit Corporation Act, or otherwise, including,
but not limited to, the power to accept donations of money or
property, whether real or personal, or any interest therein,
wherever situated.




ARTICLE III
Prohibited Activities

No part of the net earnings of the Corporation shall
inure to the benefit of or be distributable to its members,
Directors, officers or other private persons, except that the
Corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation.

Except to the extent permitted by section 501(c)(3) and

(h) of the Code, no substantial part of the activities of the
Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation
shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign
on behalf of or in opposition to any candidate for public
office.

Notwithstanding any other provision of these Bylaws,

or any provision of the Articles of Incorporation or the District of Columbia Code governing or pertaining to the Corporation, the Corporation shall not engage in or carry on any
activities not permitted to be engaged in or carried on by a
corporation described in section 501(c)(3) of the Code (or the
corresponding provision of any future Federal income tax law)
and exempt from taxation under section 501(a) of the Code (or
the corresponding provision of any future Federal income tax
law).




OM

4

MID

ARTICLE IV
Offices; Agent; Seal.

-red Office and Agent.

The Corporation

shall continuously maintain within the District of Columbia a
registered office at such place as may be designated by the
Board of Directors.

The Corporation shall Continuously main-

tain within the District of Columbia a registered agent, which
agent shall be designated by the Board of Directors.

Any

change in the registered office or registered agent shall be
accomplished in compliance with the District of Columbia
Nonprofit Corporation Act.

3.

Seal.

The seal of the Corporation shall contain

its name, the year of its incorporation and the words "District
of Columbia."

The seal may be used by causing it or a

faesimile thereof to be affixed, impressed, or used in any
other manner permitted by law.




- 5 -

ARTICLE V
Membership

1.

Qualifications.

The membership of the Corpora-

tion shall consist of the persons who have signed the Atticles
of Incorporation, persons on the Board of Directors of the Corporation, and any other persons who are genuinely interested in
the Corporation's purposes and activities and who meet any
additional requirements for membership imposed by the Board of
Directors, including the payment of dues if the Board of Directors so chooses.

2.

Privileges of Membership.

There shall be one

class of members and each member shall have the right to vote
on amendments to the Articles of Incorporation.

3.

Term of Membership.

The term of membership

shall be indefinite, unless the Board of Directors establishes
a shorter term.

4.

Resignation.

Any member of the Corporation may

resign at any time by delivering a written resignation to the
Corporation.

Such resignation shall be effective upon its

receipt by the Corporation.

5.

Meetings.

Meetings of the members may be held

within or without the District of Columbia.




The Corporation

- 6 -

shall hold a regular annual meeting to coincide with the annual
meeting of the Board of Directors, at a time and place set by
the Board of Directors.

In addition, special meetings may be

called by the Board of Directors.

Notice of any such meeting

of the members shall be given not less than nine (9) days
before the date of the meeting and shall otherwise conform to
the applicable requirements of the District of Columbia
Nonprofit Corporation Act.

6.

Quorum.

A quorum shall be constituted when the

total of the members actually present at a meeting and the members represented by proxy is at least two (2) percent of the
members.

7.

Vote.

The affirmative vote of a majority of the

votes entitled to be cast by the members present or represented
by proxy at a meeting at which a quorum is present shall be
necessary for the adoption of any matter voted upon by the members.

8.

Proxies.

A member may vote in person or by

proxy executed in writing.

No proxy shall be valid for a

peiiod greater than eleven (11) months, unless the proxy
specifies otherwise.




- 7

ARTICLE VI
Directors

1.

Classes.

There shall be two classes of Direc-

tors, regular and honorary.

Unless specifically stated- other-

wise, all references in these Bylaws to "Directors" or to the
"Board of Directors" pertain to the regular Directors only.

2.

Powers.

Supervision and guidance of the affairs

of the Corporation shall be vested in the Board of Directors.
The Board of Directors shall possess, and may exercise, any and
all powers granted to the Corporation under the District of
Columbia Nonprofit Corporation Act, the Articles of Incorporation, and the Bylaws.

3.

Number.

The initial Directors shall be the

three (3) persons named in the Articles of Incorporation,
serving for terms expiring at the first annual meeting of the
members.

Thereafter, there shall be not less than twenty (20)

and not more than three hundred (300) Directors unless the number of Directors is increased or decreased by amendment of the
Bylaws.

No such amendment, however, may reduce the number of

merribers of the Board of Directors to less than three (3), and
no reduction in the number of Directors shall have the effect
of shortening the term of any Directors in office at the time
such amendment becomes effective.




-8-

4.

Election.

The Directors shall be elected by

majority vote of the total of those Directors present at the
annual meeting.

5.

Qualifications.

Members of the Board of- Direc-

tors need not be residents of the District of Columbia.

A

Director may succeed himself or herself in office.

6.

Tenure.

A Director shall serve from the date of

his or her election until the second following annual meeting
of the Directors, or until a successor shall have been duly
elected and qualified.

The term of office of any individual

Director shall terminate upon the effective date of his or her
resignation submitted in writing to a Co-Chairman of the Board,
upon his or her death, or upon a vote of two-thirds of the
entire Board of Directors to remove him or her from office.

7.

Resignation.

Any Director may resign at any

time by giving written notice of his or her resignation to a
Co-Chairman of the Board of Directors.

Unless otherwise

specified in such notice, the resignation shall be effective
upon delivery.




_ 9 -

8.

Vacancies.

A vacancy in the Board of Directors

existing between annual meetings of the members may be filled
by majority vote of the Board of Directors.

A Director so

elected shall serve for the remainder of the unexpired term.

A

.40

vacancy created by an increase in the number of Directors shall
be filled by majority vote of the Directors in office.

9.

Honorary Directors.

The Executive Committee

may, in its discretion, appoint Honorary Directors.

Honorary

Directors shall not vote as Directors, but may attend and otherwise participate in all meetings of the Board of Directors.
Membership in the Corporation is not a prerequisite to appo
ment as an Honorary Director.

The term of office of an Honor-

ary Director shall be from the date of his or her appointment
until the second following annual meeting of the members.

10.

Co-Chairmen; Vice-Chairmen.

There shall be

Co-Chairmen of the Board of Directors and, in the discretion of
the Board of Directors, there may be Vice-Chairmen of the Board
of Directors, who shall have such powers and perform such
duties as shall be defined by the Executive Committee.

11. Honorary Chairmen. The Co-Chairmen of the Board
• 4
of Directors may appoint Honorary Chairmen, who shall not vote
as Directors but may attend and participate in all meetings of
the Board of Directors.




Membership in the Corporation is not a

- 10 -

prerequisite to appointment as an Honorary Chairman.

The term

of office of an Honorary Chairman shall be from the date of his
or her appointment until the following annual meeting of the
Board of Directors.

12.

Place of Meetings.

The Board of Directors may

hold meetings, annual, regular, or special, either within or
without the District of Columbia.

13.

Annual Meeting.

An annual meeting of the Board

of Directors shall be held, within or without the District of
Columbia, and ten (10) days notice of such meeting to the
Directors shall be sufficient in order to legally constitute
the meeting, provided a quorum is present.

14.

Regular Meetings.

Additional regular meetings

of the Board of Directors may be held, at such times and places
as may be determined by the Board of Directors, and no notice
to the Directors of any such meeting shall be necessary in
order to legally constitute the meeting, provided a quorum
shall be present.

15. Special Meetings. Special meetings of the Board
•
-of Directors may be called, on ten (10) days notice to each
Director, by a Co-Chairman of the Board, the Executive Committee, or upon the written request of one-third of the members of
the Board of Directors.




16.

Waiver of Notice.

A Director may waive notice

of the time and place of any special meeting.

Attendance at a

special meeting shall constitute a waiver of notice, except
where the Director attends a meeting for the express purpose of
objecting to the conduct of business on the ground that the
meeting was not lawfully called or is not lawfully convened.

A

written statement filed with the Board of Directors by any
Director either before or after a meeting is held, which statement recites knowledge of the date, time and place of such
meeting, and specifically waives notice thereof, shall be considered effective to dispense with the requirement of prior
written notice to such Director.

17.

Quorum; Adjournment.

At all meetings of the

Board of Directors, the actual presence of one-third of the
Directors then in office shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority
of the Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as
may be specifically provided by law or by the Articles of
Incorporation.

If a quorum is not present at a meeting of the

Board of Directors, the Directors present may adjourn the meet4
ing until a quorum is present.




- 12 -

18.

Action by Consent.

Any action required or per-

mitted to be taken at a meeting of the Board of Directors
(including amendment of the Bylaws) or of any committee may be
taken without a meeting if written consents setting forth the
action so taken are signed by all of the members of the Board
of Directors or of such committee, as the case may be.

Such

consents shall have the same force and effect as a unanimous
vote of the Board of Directors or of the committee, as the case
may be.

Such consents (which may be in one instrument or sev-

eral instruments) shall be filed with the office of the Secretary.

A certificate of a Co-Chairman of the Board of Directors

(or, in the case of a committee, the Chairman thereof) or the
Secretary as to the receipt of such consents, the action
thereby taken, and the effective date of such action shall be
filed with the minutes of the proceedings of the Board of
Directors or of the committee.

An action so taken shall be

deemed to have been taken at a meeting held on the effective
date so certified.

19.

Meetings by Telephone.

The members of the Board

of Directors or of any committee may participate in a meeting
by—Means of a conference telephone or similar communications
4
equipment by which all Directors participating in the meeting
can hear each other at the same time.

Participation by such

means shall constitute presence in person at such meeting.
VO




- 13 -

20.

Reimbursement.

Members of the Board of Direc-

tors shall receive no compensation for their services but, by
resolution of the Board of Directors, may be reimbursed for
reasonable expenses paid while acting on behalf of the Corporation.

ARTICLE VII
Executive Committee

1.

Constitution and Powers.

The Board of Directors

shall, by resolution adopted by a majority of the directors in
office, designate not less than seven (7) and not more than
forty (40)

of their number to constitute an Executive Commit-

tee, who shall have and may exercise, so far as provided in
such resolution or the Bylaws, all the authority of the Board
of Directors in the management of the Corporation, including,
but not limited to, the power to fill vacancies and increase
the number of directors on the Board of Directors; to amend,
alter, change, add to or repeal the Bylaws; and to act by consent without a meeting; provided, however, that any increase in
the number of directors by the Executive Committee shall be
subject to the ratification of the Board of Directors at its
next annual meeting.

In addition, all Executive Officers of

the Corporation shall serve as ex officio members of the
Executive Committee with full and equal rights of




- 14 -

participation, including the right to vote, in all matters
before the Executive Committee.

2.

Organization, Meetings, etc.

The Executive Com-

mittee shall select a Chairman from among its membership.

If

the Chairman of the Executive Committee is absent from any
meeting of the Executive Committee, the Committee shall appoint
a Chairman of the meeting, as the case may be.

The Executive

Committee shall hold regular meetings semi-annually and may
hold such other meetings as may be called by the Chairman of
the Executive Committee or upon the request of at least four of
the members of the Executive Committee.

The Executive Commit-

tee may adopt rules governing the conduct of its affairs.

The

Executive Committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors.

3.

Other Committees.

The Executive Committee may

also, by resolution of a majority of the members present at a
meeting at which a quorum is present, appoint such other committees, not having the authority of the Board of Directors in
the management of the Corporation, as it deems necessary or
proper and, to the extent permitted by law, may delegate to any
.stich committee such powers as the Executive Committee shall
lawfully determine.




- 15 -

4.

Term of Office.

Each member of a committee

shall continue as such until his successor is appointed unless
the committee shall be sooner terminated, or unless such member
be removed from such committee by the affirmative vote of a
.00

majority of the Executive Committee, or unless such member
shall cease to qualify as a member thereof.

5.

Quorum.

A quorum of the Executive Committee

shall consist of whatever number of members shall be a majority
of non-ex officio members of the Executive Committee.

The

attendance of any member of the Executive Committee, including
ex officio members, shall be counted for the purposes of determining whether a quorum is available.

6.

Action by Executive Committee.

Any action

required by law to be taken at a meeting of the Executive Committee or any action which may be taken at a meeting of the
Executive Committee must be approved by a simple majority of
those voting, provided, however, that if less than an absolute
majority of the Executive Committee has voted in favor of a
particular action, then any two or more members of the
Executive Committee, by certifying that the action is of sigmificant import, may require the affirmative vote of an absolute majority of the members of the Executive Committee then in
office in order to approve the action.




- 16 -

ARTICLE VIII
Officers

1.

Executive Officers.

The Executive Officers of

the Corporation shall be the Chairman of the Executive tommittee, the Co-Chairmen of the Board of Directors, the ViceChairmen of the Board of Directors, the Secretary, and the
Treasurer, each to have such duties or functions as are provided in these bylaws or as the Executive Committee may from
time to time determine.

These officers shall be elected annu-

ally by the Board of Directors and shall hold office during the
pleasure of the Board of Directors, with the exception of the
Chairman of the Executive Committee, who shall be elected by
the Executive Committee.

2.

Removal.

Any officer or agent elected or

appointed by the Board of Directors or by the Executive Committee may be removed, either with or without cause, by resolution
passed by the Board of Directors or by the Executive Committee,
respectively, at any regular or special meeting, but only by
the affirmative vote of a majority of all the directors then in
office.
4




- 17 -

3.

Resignations.

Any officer may resign at any

time, orally or in writing, by notifying the Board of Directors
or the Chairman of the Executive Committee or Secretary of the
Corporation.

Such resignation shall take effect at the time

herein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it
effective.

4.

Vacancies.

A vacancy in any office caused by

death, resignation, removal, disqualification or other cause
shall be filled for the unexpired portion of the term by the
Executive Committee at any regular or special meeting.

5.

Chairman of the Executive Committee.

The func-

tions of the President of the Corporation shall be fulfilled by
the Chairman of the Executive Committee, who shall have such
powers and duties as shall be defined by the Executive Committee.

Except as the Executive Committee shall authorize the

execution thereof in some other manner, the Chairman of the
Executive Committee shall execute bonds, mortgages, and other
contracts on behalf of the Corporation, and shall cause the
seal to be affixed to any instrument requiring it and when so
'affixed the seal shall be attested by the signature of the Secretary or the Treasurer.




- 18 -

6.

Co-Chairmen of the Board.

The Co-Chairmen of

the Board of Directors shall exercise such powers and perform
such duties as shall further be defined by the Executive Committee.

7.

Vice-Chairmen of the Board.

The Vice-Chairmen

of the Board of Directors shall exercise such powers and perform such duties as shall further be defined by the Executive
Committee.

8.

Treasurer.

The Treasurer shall have the custody

of the corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books
belonging to the Corporation.

The Treasurer shall deposit all

moneys and other valuables in the name and to the credit of the
Corporation in such banks or trust companies as may be designated by the Executive Committee.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the
Executive Committee, taking proper vouchers for such disbursements.

The Treasurer shall render to the Executive Committee

and Board of Directors at the regular meetings of each,

Or

4

whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.




If required by the Board of Directors, the Treasurer

- 19 -

shall give the Corporation a bond for the faithful discharge of
his duties in such amount and with such surety as the Board of
Directors shall prescribe.

9.

Secretary.

The Secretary shall give, or cause

to be given, notice of all meetings of Directors, and all other
notices required by law or by the Bylaws, and in case of the
Secretary's absence or refusal or neglect so to do, any notice
may be given by any person thereupon directed by the Chairman
of the Executive Committee, by a Co-Chairman of the Board of
Directors, or by the Directors upon whose requisition the meeting is called as provided by the Bylaws.

The Secretary shall

record all the proceedings of the meetings of the Board of
Directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board
of Directors or the Chairman of the Executive Committee.

The

Secretary shall have the custody of the seal of the Corporation
and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors or the Chairman of the
Executive Committee, and attest the same.

10.

Power to Appoint Other Officers and Agents.

The

'Executive Committee shall have power to appoint such other
officers and agents, including an Executive Director and supporting staff, as the Executive Committee may deem necessary




- 20 -

for the effective implementation of the objectives and purposes
of the Corporation and to fix the duties and terms of any such
office or position and the conditions of employment of paid
employees or officers.

ARTICLE IX
Compensation

1.

Compensation of Officers.

The Executive

Officers shall receive no salaries or other compensation,
unless the Executive Committee shall otherwise provide.

2.

Compensation of Directors.

Directors as such

shall not receive any stated salaries for their services, but
by resolution of the Board of Directors, the expenses of attendance, if any, may be allowed directors for attendance at regular or special meetings of the Board.

Nothing herein contained

shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.

Such expenses and compensation shall not be

excessive in amount and the services performed therefor must be
reasonable and necessary for the Corporation's purpose.

4




- 21 -

ARTICLE X
Power of Board to Borrow Money
and Receive Gifts and Contributions

The Board of Directors shall have full power and
authority to borrow money and receive gifts and contributions
whenever in the discretion of the Board the exercise of said
power is required in the general interests of the Corporation.
The Board of Directors may authorize the appropriate officers
of the Corporation to make, execute, and deliver in the name
and on behalf of the Corporation such notes, bonds and other
evidence of indebtedness as said Board shall deem proper, and
said Board shall have full power to mortgage the property of
the Corporation or any part thereof, as security for such
indebtedness, and no other action of the Corporation shall be
requested as to the validity of such note, bond, evidence of
indebtedness, or mortgage.

ARTICLE XI
Notices

1.

Form; Delivery.

Whenever, under the provisions

of law, the Articles of Incorporation, or the Bylaws, notice is
'required to be given to any Director or member, such notice may
be given in writing, by mail, addressed to such Director or
member at his or her post office address as it appears on the




- 22 -

records of the Corporation.

Such notice shall be deemed to be

given at the time it is deposited in the United States mail.
Notice may also be given personally, or by telephone or telegram.

2.

Waiver.

Whenever any notice is required to be

given under the provisions of law, the Articles of Incorporation, or the Bylaws, a written waiver thereof, signed by the
person or persons entitled to said notice and filed with the
records of the meeting, whether before or after the time stated
therein, shall be deemed to be the equivalent of such notice.
In addition, any member who attends a meeting of the members in
person, or is represented at such meeting by proxy, without
protesting at the commencement of the meeting the lack of
notice thereof to him or her, or any Director who attends a
meeting of the Board of Directors, or any member of a committee
who attends a committee meeting, without protesting at the commencement of the meeting such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE XII
Indemnification and Insurance

The Corporation may purchase and maintain insurance
on behalf of itself or any person who is or was a Director,
officer, advisor, employee, or agent of the Corporation against




any liability asserted against him or her and incurred by him
or her in any such capacity or arising out of his or her status
as such.

The Corporation shall, to the fullest extent now or

hereafter permitted by law, indemnify any person made, or
threatened to be made, a party to any action or proceeding by
reason of the fact that he or she, his or her testator or
intestate was a Director, officer, advisor, employee, or agent
of the Corporation, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees.
Such indemncation shall not be exclusive of any other rights
to which such officer or member may be entitled under any
Bylaw, agreement, vote of the Board of Directors or otherwise.

3ISSI
XIII
Accounting Period

The annual accounting period of the Corporation shall
be determined by the Board of Directors.

ARTICLE XIV
Amendments

The Bylaws may be amended by the Board of Directors
-(a) by the vote of a majority of the Directors present at a
meeting of the Board of Directors at which a quorum is present
or (b) by unanimous consent in writing without a meeting.




- 24 -

ARTICLE XV
Dissolution

The Board of Directors, upon the approval of twothirds (2/3) of its members, may dissolve the CorporatiOn.

A

committee shall thereupon be elected by the Board of Directors
to liquidate the assets of the Corporation in conformity with
the Articles of Incorporation of this Corporation and under
such plan as the Board of Directors shall approve.

ARTICLE XVI
Books and Records

There shall be kept at the principal office of the
Corporation correct books of account of all the business and
transactions of the Corporation.




.
v

DRAFT
E. M. Truman

REMARKS BEFORE THE "BRETTON WOODS COMMITTEE"
january 22, 1905

It is a pleasure to join you today at this first

meeting of the Bretton Woods Committee and to wish you well in

your efforts.

In the forty years since the conference at

Bretton Woods New Hampshire that is associated with their

founding, we have seen important changes in the roles of the

International Monetary Fund and the World Bank -- as the group

of institutions is now called that is associated with the

International Bank for Reconstruction and Development.

At one time, interest in these institutions was largely

confined to a small group consisting of government officials

and economists.

Today their roles have evolved and expanded to

the point where they attract considerable controversy not only

in this country but abroad and not only among aficionados but

across a broad spectrum of public opinion.




It is, therefore,

..

quite proper and, indeed, constructive that a group such as

this one should be formed at this time to examine critically

these institutions in an effort to shape and support their

further constructive evolution.

The international debt problem has helped to focus

attention and criticism on these two institutions.

The role of

the Fund during "stage one" of handling that problem has, of

course, been essential.

It could, as it was designed at

Bretton Woods to do, provide a critical margin of new money to

support member countries' economic adjustment programs.

It had

the expertise as well to help in the intellectualy challenging

task of designing those programs.

It was also in a position --

as an internationally respected, competent, and neutral

financial intermediary -- to play a unique, central role in

coordinating the efforts required by many parties to manage the

debt problem on a country-by-country basis and to maintain a

degree of consistency and surveillance over the entire process.

I doubt that any of us could have anticipated this 1atter role




for the Fund or its importance.

Of course, without the

continuing support, financial and political, of its member

governments -- especially those of the major countries -- none

of this would have been possible.

To date the World Bank has been less centrally involved

in the handling of the international debt problem.

This fact

is one on which some -- including me -- have commented

critically in the past.

It is fair to point out that many of

the normal activities of the Dank were not particularly suited

to solving the debt problem in its initial manifestation.

Countries needed quickly to cut back on their external

borrowing, to expand their exports, and to curtail their

swollen imports.

However, the lending programs of the Bank

C:: ould be and have been adapted to the situation many of the

Dank's traditional customers found themselves in.

Moreover,

the essential process of adjustment required borrowing

countries to cut back, rethink, and modify their development

projects and plans, and this is an area where the World Dank




has played and should play a key role.

As we move into stage two in the handling of the

international debt problem, the Bank and the Fund can be

expected to continue to be actively involved.

If they and we

are in the end to be successful in dealing the the problem, I

suspect the two institutions will be required to work together

much more closely in the future than they have in the past.

In a sense, the tasks of stage one are easy to define

and relatively easy to accomplish

an adjustment program has

to be designed and implemented and the financing to support

that program has to be assembled.

In stage two, the emphasis shifts to managing a

transition to renewed growth and stability.

are more complex and less glamorous.

The tasks involved

Moreover, there is less

of a consensus about the ways and means of accomplishing them.

It is clear that the borrowing countries must continue to

manage a process of internal adjustment, which in some cases

may imply a sharp break with the way their economies have




operated in the past.

Economic policies in those countries

must be redirected toward the more effective use of scar:p and

expensive savings generated internally as well as externally.

It is also necessary to ensure that the international economic

and financial environment is as conducive to the smooth

operation of this process as possible.

The international debt problem is, however, only one

area in which the Fund and the Bank and their friends and

supporters will face stern challenges and important and complex

questions in the years ahead.

That problem is merely the place

where much effort has been directed in recent years.

Indeed,

some critics argue that too much of the energies of the two

Bretton Woods insitutions has been devoted recently to the debt

problem.

This is not the time nor the place to debate that

proposition

I would, however

comment that it is not clear

that there was any other realistic alternative in the past

three years.




I will not prolong my remarks by listing in detail all

- 6 -

of the other areas where the Fund and the Bank can potentially

make constructive contributions to the structure and

functioning of the world economy in the future.

The

"Prospectus for the Bretton Woods Committee" touches on some of

them.

They relate to the policies of the industrial countries,

to the functioning of the international

broader aspects of in

monetary system, to

lending, as well as to more

sharply defined issues concerning the process of economic

development.

I do believe that the Bank and the Fund can make useful

contributions in each of these areas as well as in stage two of

the debt problem and beyond.

I also believe that the Bretton

Woods Committee can play an important role in providing

guidance and support to U.S. policies affecting the evolution

of these institutions.

I, therefore, join with Managing

Director Jacques de Larosiere and President Tom Clausen in

wishing you well in your efforts.