The Offshore Pollution Liability Association Ltd


Articles of Association

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PROCEEDINGS AT GENERAL MEETINGS

15. All business shall be deemed special that is transacted at an Extraordinary General Meeting. All business that is transacted at an Annual General Meeting shall also be deemed special with the exception of the consideration of the Accounts, Balance Sheet and Reports of the Directors and Auditors, the appointment of Directors in the place of those retiring by rotation or otherwise and the appointment and the fixing of the remuneration of the Auditors.
16. Where by any provision contained in the Statutes special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the Association not less than twenty-eight days (or such shorter period as the Statutes permit) before the meeting at which it is moved, and the Association shall give to the Members notice of any such resolution as required by and in accordance with the provisions of the Statutes.
17. No business shall be transacted at any General Meeting unless a quorum is present. Save as in the Articles otherwise provided five Members present in person or by proxy shall be a quorum but so that not less than five individuals shall constitute the quorum.
18. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of or by members, shall be dissolved. In any other case it shall stand adjourned to the next following day at the same time and place or to such other day (not being more than forty-eight hours after the time appointed for the original meeting) and at such time and place as the Directors may determine and, if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the meeting shall be dissolved.
19. The chairman of a meeting may with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. Whenever a meeting is adjourned for fourteen days or more, seven clear days' notice at the least specifying the place, the day and the hour of the adjourned meeting shall be given as in the case of the original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no Member shall be entitled to any notice of an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
20. The Chairman (if any) or in his absence some other Director nominated by the Directors shall preside at every General Meeting but, if at any meeting neither the Chairman nor such other Director be present within fifteen minutes after the time appointed for holding the same or if neither of them be willing to act as chairman of the meeting, the Directors present shall choose some Director present to be chairman of the meeting or, if no Director be present or if all the Directors present decline to take the chair, the Members present shall choose some Member present to be chairman of the meeting.
21. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the chairman of the meeting or by any Member having the right to vote at the meeting.
22. The instrument appointing a proxy to vote at a meeting shall be deemed also to confer authority to demand or join in demanding a poll and for the purposes of the last preceding Article a demand by a person as proxy for a Member shall be the same as a demand by the Member.
23. A poll demanded on any question shall be taken forthwith. A poll shall be taken in such manner (including the use of ballot or voting papers) as the chairman of the meeting shall direct. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
24. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

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