The Offshore Pollution Liability Association Ltd

Articles of Association

You can download/print the complete Articles in Word or PDF format simply by clicking on the appropriate icon

If you wish to print individual web pages - please use 'landscape' mode for best results

APPENDIX

1	For the purposes of this Appendix:
	(a)	"Drilling Unit" means a mobile unit of any type being used for offshore drilling purposes.
	(b)	"Production Platform" means a complex comprising:
		(i)	a fixed or floating offshore structure or facility erected or positioned for the purpose of producing Oil from the seabed or its subsoil other than a structure designed solely to accommodate personnel or, when serving the purpose of such a single structure, a series of such structures; and
		(ii)	the completed underwater oil well or wells within the same oilfield served by such a structure or series of such structures; and
		(iii)	the flarelines and flowlines from such completed underwater oil well or wells; and
		(iv)	the intra-field pipelines (flowlines) from one such structure to another such structure.
	(c)	"Oil Storage/Loading System" means an offshore fixed or floating Oil storage facility together with any associated offshore Oil loading facilities.
	(d)	"Pipeline System" means either:
		(i)	a trunk line from an oil field to shore; or
		(ii)	a feeder line from an oil field to a trunk line; or
		(iii)	a feeder line from an oil field to another feeder line;
		including any intra-field feeder lines (flowlines), pumping booster stations and connecting stations associated with (i), (ii) or (iii) above.
	(e)	"Oil Loading System" means a system comprising all offshore Oil loading facilities associated with a Production Platform which are not part of an Oil Storage/Loading System or of a Pipeline System.
	(f)	"Accountable Unit" means any of the following units to which OPOL has been made applicable in accordance with the terms thereof:
		(i)	Drilling Unit;
		(ii)	Production Platform;
		(iii)	Oil Storage/Loading System;
		(v)	Pipeline System; and
		(vi)	any other unit which, although not strictly falling within any of heads (i) to (v) above, the Directors of the Association shall from time to time in their absolute discretion decide to treat as if it fell within any of such heads;
	Provided that any such Drilling Unit, Production Platform, Oil Storage/Loading System, Oil Loading System, or Pipeline System which is for the time being in use in support of an operation in relation solely to the production, treatment, storage or transport of, gas or natural gas liquids shall not whilst being so used be capable of being an Accountable Unit for the purposes of this Appendix.
	(g)	"the Relevant Incident Date" means, in relation to any payment to be administered by the Association in accordance with the provisions of OPOL, on or before midnight G.M.T. on the day preceding the date of the Incident giving rise to the Claim or Claims resulting in the Association being called upon to administer such payment.
	(h)	"Unit Day" means a day or part of a day during which OPOL is applicable to an Accountable Unit of a Member.
2	(a)	The subscriptions payable in accordance with Article 6 by each Member in respect of the year 1977 and each subsequent financial year shall be calculated as hereinafter provided.
	(b)	The Directors shall not later than the 31st March in each year determine the total subscription income (hereinafter referred to as "the subscription target") which the Directors consider will be required by the Association during the then current financial year in addition (i) to the membership fees anticipated to be received in respect of such financial year, (ii) to the surplus funds (if any) estimated to have been available at the commencement of such financial year and (iii) to any investment income anticipated to be received in such financial year to enable the Association (A) to meet the general expenses expected to be incurred by the Association during such financial year, (B) to meet any deficit which has been incurred by the Association prior to the commencement of such financial year, (C) to meet any taxation payable by the Association and (D) to make such transfers to reserves and provisions as the Directors may think fit.
	(c)	A provisional subscription shall be payable by every Member on account of the subscription payable by such Member in respect of each year ending 31st December during any part of which it is a Member. The provisional subscription rate for each year shall be determined by the Directors and shall be calculated by dividing (A) the subscription target for such year by (B) the aggregate of the estimated number of Unit Days in such year of all Members.
	(d)	The provisional subscription payable by each Member in respect of each year ending 31st December shall be an amount equal to the provisional subscription rate for such year multiplied by the aggregate of the estimated number of Unit Days in such year of such Member.
	(e)	Every provisional subscription shall be payable in such instalments as the Directors may specify.
	(f)	Notice of the provisional subscription due from a Member shall be served upon such Member who shall thereupon become liable to pay it to the Association as required by Article 8.
	(g)	The Directors shall not later than the 31st March in each year determine the adjusted subscription rate for the immediately preceding year which shall be of an amount equal to:
		(i)	the aggregate of (A) the general expenses actually incurred by the Association during such preceding year, (B) the deficit (if any) incurred by the Association prior to the commencement of such preceding year, (C) the taxation payable by the Association in respect of the preceding year and (D) the amounts (if any) transferred to reserves and the provisions (if any) made by the Directors in such preceding year less the aggregate of (E) the total membership fees received from Members in respect of the preceding year, (F) the investment income received by the Association during such preceding year and (G) the provisional subscriptions paid by those Members who ceased to be Members during such preceding year plus or minus (H) such further amounts (if any) as the Directors consider appropriate in the circumstances; divided by
		(ii)	the aggregate number of Unit Days in such preceding year of all Members.
	(h)	The adjusted subscription payable by each Member in respect of such preceding year shall be an amount equal to the adjusted subscription rate for such year multiplied by the aggregate of the actual number of Unit Days in such year of such Member.
	(i)	If the amount of the provisional subscription paid by a Member in respect of such preceding year was less than the adjusted subscription payable by such Member in respect of such year the amount of the difference shall be paid by such Member to the Association as an additional subscription in respect of the preceding year.
	(j)	Notice of such additional subscription due from a Member shall be served upon such Member who shall thereupon become liable to pay it to the Association as required by Article 8.
	(k)	If the amount of the provisional subscription paid by any Member in respect of any year was more than the adjusted subscription payable by such Member in respect of such year the difference shall be credited against the provisional subscription (if any) payable by such Member in the next succeeding year and the balance (if any) shall be refunded to the Member.
	(l)	A Member who ceases to be a Member shall not be entitled to a refund of the whole or any part of the provisional subscription paid by it in respect of the year in which it ceased to be a Member.
	(m)	Every Member shall not later than 31st January in each year or, in the case of a Member who becomes a Member after the 17th January in such year, not later than 14 days after the date upon which it becomes a Member, furnish to the Association all such particulars and information as the Association may require, including without prejudice to the generality of the foregoing:
		(i)	an estimate of the number of Accountable Units to which such Member has made and/or will make OPOL applicable during such year;
		(ii)	an estimate of the number of days in such year on which each of such Accountable Units will be an Accountable Unit; and
		(iii)	in the case of a Member who was a Member at any time during the year ended on the preceding 31st December, the actual number of Unit Days in such year of such Member.
3	The contribution payable in accordance with Article 7 by every Member and former Member which was a Member on any Relevant Incident Date shall be:
	(a)	the total actual sum required to meet the amount to be paid to Claimants pursuant to Article 7 and Clause III of OPOL in relation to the relevant Incident; multiplied by
	(b)	the number of Accountable Units to which such Member or former Member had made OPOL applicable and to which OPOL continued to be applicable on the Relevant Incident Date; divided by
	(c)	the total number of Accountable Units to which OPOL was applicable as at the Relevant Incident Date less the number of Accountable Units to which OPOL had been made applicable (and to which OPOL was applicable at the Relevant Incident Date) by the Member or former Member through whose failure to satisfy obligations to Claimants pursuant to OPOL the remaining Members are required to pay a contribution in accordance with Article 7.
4	The number of votes which in accordance with Article 26 (B) every Member present at a General Meeting in person or by proxy shall have on a poll shall be the aggregate of:
	(a)	one; plus
	(b)	one vote for each Production Platform, Oil Storage/Loading System, Oil Loading System or Pipeline System to which such Member had made OPOL applicable as at midnight G.M.T. on the date upon which the notice convening the meeting at which the poll is taken was put into the post or sent by facsimile transmission or telexed as the case may be; plus
	(c)	one vote for each Drilling Unit to which such Member had made OPOL applicable and which had been operated by such Member at any time during the twelve calendar months preceding midnight G.M.T. on such date.

on to Subscribers List back to Articles index