V.   The Board

51. The Board shall be the executive setup under the General Meeting of Members. It shall exercise a general supervision over the affairs of the Association during the period when the General Meeting of Members adjourns.
52. The Board shall be responsible to the General Meeting of Members and exercise the functions and powers:

(1)  to be responsible for convening General Meeting of Members;

(2)  to implement the resolutions of the General Meeting of Members;

(3)  to decide on the business plan and the investment plan of the Association;

(4)  to examine the investment implementation and the financial situation;

(5)  to formulate the annual financial budget plan and final accounts plan of the Association;

(6)  to explain the provisions of the Bye-Laws;

(7)  to execute the functions and powers granted by the Rules;

(8)  to appoint or dismiss Managing Director and, upon recommendation of the Managing Director, appoint and dismiss Directors of the Managers and persons in charge of the financial affairs of the Association, and decide on matters concerning their remuneration;

(9)  to decide on the establishment of the subsidiaries and the representative offices of the Association;

(10)  to decide on the levy of the Supplementary Calls;

(11)  to decide on the close of policy years;

(12)  to decide on the administrative fees of the Managers;

(13)  to supervise and inspect the management of the Managers and resolve the issues delivered by the Managing Director;

(14) to adjudicate any difference or dispute arising out of  implementing the Bye-Laws and the Rules between the Members and the Managers;

(15) to formulate plans for the termination of the Association.

 
53. The Board may delegate any of its functions or powers to committees consisting of three or more of the Directors. The chief of the committee shall be appointed by the Board. Each committee shall act in accordance with the authorization of the Board and be responsible for the Board.

54. The Board may from time to time delegate to the Managers such of the functions, powers or discretions hereby or by the Rules vested in the Board as it may think fit and such functions, powers or discretions may be made exercisable for such period and upon such terms and conditions and subject to such restrictions as the Board may determine and the Board may at any time revoke such delegation or vary such terms, conditions and restrictions.

Provided that the Board shall not be entitled to delegate to the Managers any of the functions, powers or discretions of the Board which are required by law to be exercised by the Board or by the Director personally.

55. The number of Directors shall be not less than 15 (fifteen) nor more than 24 (twenty-four) as the General Meeting of Members may from time to time determines. Where the number of continuing Directors has been reduced below the number of 15 (fifteen), a special General Meeting of Members shall be convened in accordance with Bye-Law 39 to elect sufficient Directors to restore the number of Directors to a minimum of 15 (fifteen).

56. The Directors shall be elected by a show of hands by the Members at General Meetings of Members for a term of three years. The Directors shall be elected from the Members.
For the purpose of this Bye-Law 56, “year” means a period from one annual General Meeting of Members to the next annual General Meeting of Members.

57. The office of Director shall be replaced by turns. Normally, those Directors who have been in office for three years shall retire from office. One-thirds of the Directors shall retire from the Board every year.

58.  In the Board, there are one Chairman and two Vice Chairmen. The Chairman and the Vice Chairmen shall be elected by the Directors.

59.  The Chairman shall be the legal representative of the Association. He shall not be simultaneously a legal representative of any other social organizations.

60. Any person who has not attained the age of 70 (seventy) shall be eligible to be elected or re-elected a Director if he is either the owner or agent or manager or operator of a corporation which is the owner of a ship or ships entered for insurance in the Association or the insurer of the ship or ships entered for reinsurance in the Association to the extent of not less than 30,000 entered tons.

61. Any Director who leaves the corporation which is a Member of the Association or who is unable to act as a Director for his personal reason or who resigns his office by notice in writing to the Association shall cease to be a Director when he leaves the corporation or when he is unable to act as a Director or when he sends the notice. The vacancy shall be filled at the next General Meeting of Members in accordance with Bye-Laws 56 and 60 above.

62. A Director retired from office in accordance with the provision of Bye-Law 57 above, shall be, subject to the provision of Bye-Law 60 above, eligible to be re-elected as a Director.

63. The Managers shall propose Director candidates for the General Meeting of Members in accordance with Bye-Law 60 and the resolutions of the Board relating to the election of Directors.

64. The Director shall be entitled to exercise a general supervision over the affairs of the Association and to vote for any important matters of the Association during his term of office.

65. A Director shall not as a Director vote, nor shall he be counted in the quorum present upon a motion or a proposal, in respect of any contract, matter or arrangement which he or his company shall make with the Association or in which he is interested and, if he do so vote his vote shall not be counted.

66. The Board shall convene at least two meetings in every year. The Chairman or the Secretary may, with the consent of a majority of the Directors, convene a Board meeting at any time when important matters or claims demanded to be decided. The notice of the meeting shall be given not less than 7 (seven) days before the meeting convenes by telephone or otherwise.

67. The meeting of the Board can only be convened when a majority comprising two-thirds of the Directors present. No resolution in respect of any proposals considered at the meeting shall be achieved unless a majority comprising two-thirds of the Directors present agree.

68. A Director shall attend personally the meeting of the Board. Where a Director is unable to attend the meeting for certain reasons, he may entrust another Director in writing with attending the meeting on his behalf with an instrument, subject to the provision of Bye-Law 101, in the “Form of Authorization of Director” in Schedule 2 annexed hereto. The instrument shall define the scope of authorization of the Director. The instrument of the Form of Authorization of Director shall be left with the Secretary not less than 12 hours before the holding of the meeting.

69. The Chairman shall act as the chairman of the Board meeting. The Vice Chairman or the Director appointed by the Chairman shall preside over the Board meeting where the Chairman shall be unable to attend the Board meeting for certain reasons.

70. The Chairman and Directors shall be entitled to be paid all traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Association or otherwise in connection with the business of the Association. The payment of such expenses shall be subject to the relevant regulations of the Association.

71. There shall be an office of Secretary in the Association. The Managing Director shall hold the office of Secretary. The Secretary shall not attain the age of 65 (sixty-five).