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http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 The digitization ofthis collection was made possible by the Federal Reserve Bank of St. Louis. From the collections of the Seeley G. Mudd Manuscript Library, Princeton, NJ These documents can only be used for educational and research purposes ("fair use") as per United States copyright law. By accessing this file, all users agree that their use falls within fair use as defined by the copyright law of the United States. They further agree to request permission of the Princeton University Library (and pay any fees, if applicable) if they plan to publish, broadcast, or otherwise disseminate this material. This includes all forms of electronic distribution. Copyright The copyright law of the United States (Title 17, United States Code) governs the making of photocopies or other reproductions of copyrighted material. Under certain conditions specified in the law, libraries and archives are authorized to furnish a photocopy or other reproduction. One of these specified conditions is that the photocopy or other reproduction is not to be "used for any purpose other than private study, scholarship or research." If a user makes a request for, or later uses, a photocopy or other reproduction for purposes not permitted as fair use under the copyright law of the United States, that user may be liable for copyright infringement. Policy on Digitized Collections Digitized collections are made accessible for research purposes. Princeton University has indicated what it knows about the copyrights and rights of privacy, publicity or trademark in its finding aids. However, due to the nature of archival collections, it is not always possible to identify this information. Princeton University is eager to hear from any rights owners, so that it may provide accurate information. When a rights issue needs to be addressed, upon request Princeton University will remove the material from public view while it reviews the claim. Inquiries about this material can be directed to: Seeley G. Mudd Manuscript Library 65 Olden Street Princeton, NJ 08540 609-258-6345 609-258-3385 (fax) muddg,princeton.edu http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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? http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis -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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis ,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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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, http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis •• 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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) http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 • • http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis *** 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; http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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). http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis -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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis _ 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis - 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis . 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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 http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis 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. http://fraser.stlouisfed.org/ Federal Reserve Bank of St. Louis