IV.   General Meeting of Members

34. The General Meeting of Members is the organ of supreme power of the Association and shall exercise the functions and powers granted by the Bye-Laws.

35.The General Meeting of Members shall be held at least once in every year.
The General Meeting of Members shall be convened by the Board. The Chairman shall act as the chairman of the General Meeting of Members. The Vice Chairman or the Director appointed by the Chairman shall preside over the Meeting where the Chairman shall be unable to attend the Meeting for certain reasons.

36. The General Meeting of Members shall exercise the following functions and powers:

(1).  to elect and replace the Directors;

(2)  to consider and approve the annual working report of the Managers;

(3)to consider and approve the report on finance and budget of the Association;

(4)to amend or alter the Bye-Laws and the Rules;

(5) to adopt resolutions on the termination of the Association.

37.   The time, place and the objects of the General Meeting of Members shall be determined by the Board.

38.   Notice of the General Meeting of Members shall be given by the Managers in writing to each Member at the address as shown in the Register of Members. All such notice shall be sent not less than 10 (ten) days before the Meeting convenes.

39.  The Board or any 7 (seven) Directors or the Secretary may convene a special General Meeting of Members upon at least 5 (five) business days’ notice in writing to the Members at the address as shown in the Register of Members.

40.  The notice shall state the date, time, place, agenda and objects of the General Meeting of Members.

41. Every Member, except that who became a Member 60 (sixty) days before the General Meeting of Members convenes, shall be entitled to receive such notice.

42.   A majority comprising two-thirds of the Members shall constitute a quorum at any General Meeting of Members. The chairman of the General Meeting of Members may decide to postpone the Meeting and change the place of the Meeting where a quorum is not present.

43.   Any resolutions can only be made at the General Meeting of Members where in a vote a majority of the Members present in person or by proxy so agreed.

44.  Any proxy appointed by a Member shall have an instrument signed under the hand of the appointor. If such appointor is a corporation, the proxy shall be executed on behalf of the corporation by one of its professional officers.

45. Where an appointment is made by electronic communication it shall be subject to such procedure for verifying appointments made in this manner as the Board shall from time to time specify; provided however, that if the Board has not specified any such procedure for verifying appointments made in this manner, no appointment may be made by electronic communication.

46. The instrument appointing a proxy shall, subject always to Bye-Law 101 hereof, be in the form in Schedule 1 “Form of Proxy” annexed hereto. If such appointor is a corporation, the instrument shall be stamped by the corporation. The instrument of Form of Proxy shall be left with the Secretary not less than 12 (twelve) hours before the holding of the Meeting.

47. Each Member shall have one vote, regardless of the figures of the entered tonnage of ships he has entered into the Association.

48. Every Member shall be entitled to submit to the General Meeting of Members or the Managers his proposal in respect of the matter he concerns. Any such proposal shall be decided by a show of hands and shall not be considered at the Meeting unless it be agreed by at least 5 (five) Members present.

49. All resolutions, including electing Directors, shall be decided by a show of hands, unless a poll is demanded by the chairman of the Meeting or by at least 5 (five) Members present. In the case of an equality of votes, the chairman of the Meeting shall have a casting vote.

50. All resolutions and the election of Directors made in the General Meeting of Members shall be carried in the minutes of the Meeting. The minutes of the Meeting shall be the sufficient evidence of the fact.