ELECTION OF MANAGING DIRECTORS

Decisions on matters pertaining to the selection and election of Managing Directors shall be subject to the following provisions :

1. Candidacy for the role of Managing Director shall be open to any member of the DAO that has been recommended for nomination during the recommendation period which shall run for not more than ninety (90) days in duration.
   
   

2. Recommendations shall be communicated to the Office of the Managing Director ("the OMD”), who shall obtain confirmation from each nominee of his or her willingness to be considered as a candidate. The OMD shall hold the names of the nominees in confidence until the end of the recommendation period or until those nominees have confirmed their desire to be candidates for election, as the case may be.
   
   

3. Candidates shall campaign for broad support by bringing their strategic vision and presenting their team before members of the DAO during a campaign period which shall run for not more than ninety (90) days in duration.
   
   

4. Voting for Managing Directors shall be reserved to members of the DAO older than eighteen (18) years old. Voting shall take place the following way;

1. Each member of the DAO shall have one (1) vote and all matters before the selection of Managing Directors shall be decided by a majority of the votes cast.
   
   

2. In voting for the Managing Director, each member of the DAO shall cast for one (1) person.
   
   

3. The three (3) persons receiving the greatest number of votes shall be the final candidates for election as Managing Director.
   
   

4. When three (3) persons have been selected, a second vote shall be held. The Managing Director shall be elected by a simple majority of the votes and shall be deemed to have been elected by all such votes.
   
   

5. If, after the second vote, the Managing Director has not been elected due to equal division, then the Chairman of the Board of Governors shall vote at such election and the Managing Director shall be deemed to have been elected by such vote.
   
   

6. If no candidates are recommended by the end of a recommendation period, then the Executive Board shall propose three (3) candidates for election as Managing Director as it may determine and members of the DAO shall vote for the proposed candidates in accordance with Section 1 to 5 above.

e. Decisions on matters pertaining to the suspension of a Managing Director and determining whether an anticipated election should be called shall be subject to the following provisions :

1. A majority of the members of the DAO exercising not less than seventy-five percent of the total voting power shall be required for any decision to suspend a Managing Director and to call for an election prior the next regular election of Managing Directors.
   
   

2. In the case where members of the DAO have given a decision under Section (e) 1 above, then the next election of the Managing Director shall be organized according to Section (d) above within three (3) months after the date of the decision unless a shorter period is specified by the Executive Board.
   
   

3. Pending the next election of the Managing Director, arrangements shall be made by the Executive Board for the selection of a provisional Managing Director. The provisional Managing Director shall exercise all the powers of the Managing Director until a new election is made.

f. Notwithstanding Section (e) of this Schedule, the first elected Managing Director may not be suspended or asked to resign other than for reasons of wilful misconduct or gross negligence in exercising his duties as Managing Director of the Agency.