The Offshore Pollution Liability Association Ltd


Articles of Association

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VOTES OF MEMBERS

26. (A) Every Member present at a General Meeting in person shall have one vote on a show of hands.
  (B) On a poll every Member which is present at a General Meeting in person or by proxy shall have the number of votes to which it is entitled as provided by paragraph 4 of the Appendix to these Articles.
27. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. A declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
28. The instrument appointing a proxy shall be in writing under the hand of the appointor or of its attorney duly authorised either under its common seal or under the hand of an officer or attorney so authorised. 
29. No person shall be appointed to be a proxy unless he is a Member of the Association, or is a person who has been appointed pursuant to Article 25 to act at the relevant meeting of the Association as the representative of a corporation which is a Member.
30.  The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority shall be deposited at the Office or at such other place in the United Kingdom as is specified for the purpose in the notice convening the meeting or in the instrument of proxy issued by the Association not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
31. An instrument of proxy may be in any usual or common form or in any other form which the Directors may approve. Instruments of proxy need not be witnessed.
32. The Directors may at the expense of the Association send by post or otherwise to the Members instruments of proxy with or without stamped envelopes for their return for use at any General Meeting, either in blank or nominating in the alternative any one or more of the Directors or any other persons. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Association, such invitations shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the meeting and to vote thereat by proxy.
33. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed, provided that no intimation of such revocation shall have been received by the Association at the Office three hours at least before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

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