The Offshore Pollution Liability Association Ltd

Articles of Association

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ALTERNATE DIRECTORS

47.

A Director (other than the Managing Director) may from time to time and at any time, by an instrument in writing under his hand deposited at the Office, appoint any person (being a person eligible to be appointed a Director) to be his alternate Director and remove any alternate Director so appointed from office and appoint another person to be an alternate Director in his stead. If a Director ceases to hold the office of Director or if his alternate ceases to be eligible for appointment as a Director, the appointment of such alternate Director shall ipso facto cease: Provided that, if any Director retires but is re-appointed or is deemed to have been reappointed by the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately before his retirement shall continue to operate after his re-appointment as if he had not so retired. Every alternate Director shall also be entitled, in the absence from the United Kingdom of the Director appointing him, to sign on his behalf a resolution in writing of the Directors.

48.

Every alternate Director shall be entitled to notice of meetings of the Directors as if he were a Director and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to have and exercise at such meeting all the powers, rights, duties and authorities of a Director. Every alternate Director shall be an officer of the Association and shall not be deemed to be the agent of the Director appointing him.

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