The Offshore Pollution Liability Association Ltd


Articles of Association

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PROCEEDINGS OF DIRECTORS

56. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall not be entitled to a second or casting vote.
57. The Chairman may, and on the request of a Director the Secretary shall, at anytime summon a meeting of the Directors.
58. The quorum necessary for the transaction of the business of the Directors shall be three or such higher number as from time to time may be fixed by the Directors.
59. The continuing Directors may at any time act notwithstanding any vacancy in their body: Provided that in case the Directors shall at any time be reduced in number to less than the minimum number fixed by or in accordance with these Articles the continuing Directors may act for the purpose of appointing an additional Director or Directors to make up such minimum or of summoning a General Meeting of the Association but for no other purpose.
60. The Directors may from time to time appoint and remove a Chairman. The Chairman shall preside at all meetings of the Directors but, if no such Chairman be appointed or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be chairman of such meeting.
61. The Directors may delegate any of their powers, duties or discretions to Committees consisting of such one or more members of their body as they think fit. Any Committee so formed shall in the exercise of any power, duty or discretion so delegated conform to any regulations that may from time to time be imposed upon it by the Directors.
62. The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.
63. All acts bona fide done by any meeting of Directors or of a Committee of the Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed, was qualified and had continued to be a Director and had been entitled to vote.
64. The Directors shall cause proper minutes to be made of all proceedings of General Meetings of the Association and of meetings of Directors and Committees of Directors and of the attendances thereat and of all appointments of officers made by the Directors.
65. A resolution in writing signed by all the Directors shall be as effective for all purposes as a resolution duly passed at a meeting of the Directors duly convened and held, and may consist of several documents in the like form each signed by one or more Directors.

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