Circular 13/10 (September 2010) Annual General Meeting


TO THE MEMBERS

Dear Sirs

ANNUAL GENERAL MEETING

1.

The notice of the Annual General Meeting is given in the Directors’ Report and Financial Statements for the year ended 20th February 2010

2. Agenda for Annual General Meeting

The Agenda is enclosed.

3. Proxy Form

A Proxy Form and Schedule of Votes are enclosed in respect of the resolutions in items 4, 5 and 6 of the Agenda. Please note the completed form must reach the Secretary at the latest 12 hours before the Annual General Meeting.

4. Election of Directors

Nominations have been received for the election of two new Directors, namely, Mr E. Ambrosov and Ms A. Frangou. Details are contained in paragraph 5 of the Agenda.

Yours faithfully

THOMAS MILLER (BERMUDA) LTD.

CONTACT

 

ANNUAL GENERAL MEETING AGENDA  18th OCTOBER 2010

<dir>

1. To read the notice of meeting.

2. To confirm the minutes of the fortieth Annual General Meeting held in Bermuda on 26th October 2009 and the minutes of the Special General Meetings held in Bermuda on 19th January and 18th February 2010.

3. To read the Auditors' Report.

4. Report and Accounts.

 Resolution to propose:
 
"That the Report and Accounts as audited and certified for the period ended 20th February 2010 be and are hereby adopted."

5. Election of Directors

Notices of resignation have been received from Mr S. Frank.  Mr J.P. Ioannidis retires in accordance with Bye-Law 14C(i) and does not offer himself for re-election.  The following also retire in accordance with Bye-Law 14(C)(i) and being eligible, offer themselves for re-election. 


Name   Title & Company First elected
F.A.H. Ali Deputy Managing Director
 Planning & Projects
 Kuwait Oil Tanker Co SAK
 October 2007
A. Junqueira Leite Managing Director Shipping 
 Petrobras Transporte S/A - Transpetro
 October 2004
C.E. Kertsikoff President & CEO 
 Eletson Corporation
 October 2004
J.M. Kopernicki Vice President 
 Shell International Trading and Shipping 
 Company Limited
 October 1998
J.B. Lee Chairman and CEO 
 Korea Line Corporation
 October 1998
A. Lemos President 
 Unisea Shipping Ltd
 October 2001
Zhang Liang Executive Vice President 
 China Ocean Shipping (Group) Company
 October 2007

 
 
Nominations have also been received for the following in accordance with Bye-Law 14(C)(iv): 

Mr Evgeny N. Ambrosov is Senior Executive Vice-President of OAO Sovcomflot, Moscow.  The company has 24 owned ships in the Association with total entered tonnage of 639540 GT.

Ms Angeliki Frangou is Chairman of the Board and CEO of Navios Maritime Holdings Inc, Athens.  The company has 11 owned ships in the Association with total entered tonnage of 368,362 GT.

 

Resolutions to propose:-

(a) “That Mr F.A.H. Ali be re-elected a Director of the Association.”
(b) “That Mr E.N. Ambrosov be elected a Director of the Association.”
(c)  “That Ms A. Frangou be elected a Director of the Association.”
(d) “That Mr A. Junqueira Leite be re-elected a Director of the Association.”
(e) “That Mr C.E. Kertsikoff  be re-elected a Director of the Association.”
(f) “That Mr J.M. Kopernicki be re-elected a Director of the Association.”
(g) “That Mr J.B. Lee be re-elected a Director of the Association.”
(h) “That Mr A. Lemos be re-elected a Director of the Association.”
(i) “That Mr Zhang Liang be re-elected a Director of the Association.”

6.  Auditors.

Messrs. Moore Stephens & Butterfield have expressed their willingness to continue in office as the Association's auditors.

Resolution to propose:

 “That Messrs. Moore Stephens & Butterfield of Hamilton, Bermuda, be and are hereby appointed as auditors of the Association and that the Board be and is hereby authorised to determine their remuneration for the ensuing year.”

7. Any other business.

 
MINUTES OF THE FORTIETH ANNUAL GENERAL MEETING HELD AT TUCKER’S POINT HOTEL, BERMUDA ON 26TH OCTOBER 2009

Mr C.I. Caroussis was in the chair and a quorum was present.

The notice of meeting was taken as read.

The minutes of the Thirty-Ninth Annual General Meeting held in Hong Kong on 27th October 2008 and the minutes of the Special General Meeting held in Bermuda on 19th January 2009 were confirmed and signed by the Chairman as a correct record.

The Chairman advised the meeting that the proxy forms received from the Members showed overwhelming support for all of the resolutions set out in the agenda.

REPORT AND ACCOUNTS

The Auditors' Report was read.

On the proposal of Mrs K. Siggins, seconded by Mr H. Franco, it was unanimously resolved:

 "That the Report and Accounts as audited and certified for the period ended 20th February 2009, be and are hereby adopted."

ELECTION OF DIRECTORS

The Chairman recorded the thanks of the Board to Messrs E.D. Jones, T. Kaneko and Mrs L. Fønss Schrøder who had all left the Board since the previous Annual General Meeting.  Messrs P. Kragic and E.T. Richards were retiring and not offering themselves for re-election at this meeting: the Chairman thanked them and paid particular tribute to the quality of their contributions to the affairs of the Association and dedicated service over many years: they would be greatly missed.

The Managers wished to be associated with these remarks.

On the proposal of Mr A. Azizan, seconded by Mr M. Carthew, it was resolved that the retiring Directors offering themselves for re-election in accordance with Bye-Law 14 (C)(i), together with those persons nominated in accordance with Bye-Law 14 (C)(iv), be elected by a single resolution. 

On the proposal of Mr A. Azizan, seconded by Mr M. Carthew it was resolved:

“That the following persons be and are hereby elected Directors of the Association:

Messrs G. Bottiglieri, P. Decavèle, H.V. Franco, O. Gast, S.L. Ghomri, R.C. Gillett, M.R. Itkin, J. Liberty, P. Louis-Dreyfus, N. Mukae, A.K. Olivier, S.H. Seyedan, H. Takahashi, N.P. Tsakos, R.D. Widdows and Mrs K. Siggins.”

The Chairman welcomed the new Directors to the Board.

 
AUDITORS

On the proposal of Mrs K. Siggins, seconded by Mr M.R. Itkin, it was resolved:

"That Messrs. Moore Stephens & Butterfield of Hamilton, Bermuda be appointed as auditors of the Association and that the Board be authorised to determine their remuneration for the ensuing year."

ANY OTHER BUSINESS

There was no other business and the Chairman declared the meeting closed.
 
MINUTES OF SPECIAL GENERAL MEETING HELD AT THE OFFICES OF THOMAS MILLER (BERMUDA) LTD, CHEVRON HOUSE, 11 CHURCH STREET, HAMILTON, BERMUDA ON 19TH JANUARY 2010

 

Present:  Mrs Kathryn Siggins (Chair) and Mr Roger Gillett

In attendance: Mr David Hunter, Secretary.  .


The Chairman opened the meeting and declared a quorum present.

The Chairman advised that the proxy forms received from the Members showed overwhelming support for all of the resolutions set out in the agenda.

The notice of meeting was taken as read.

On the proposal of Mrs K. Siggins, seconded by Mr R. Gillett, the following resolution was unanimously passed:-

"That with effect from 12 noon Greenwich Mean Time on 20th February 2010, the amendments to the Rules contained in the attached Appendix, be and are hereby adopted.”


There being no other business of the meeting, the Chairman declared the meeting closed.
 
MINUTES OF SPECIAL GENERAL MEETING HELD AT THE OFFICES OF THOMAS MILLER (BERMUDA) LTD, CHEVRON HOUSE, 11 CHURCH STREET, HAMILTON, BERMUDA ON 18TH FEBRUARY 2010

 

Present:  Mrs Kathryn Siggins (Chair) and Mr Roger Gillett

In attendance: Mr David Hunter, Secretary.  .


The Chairman opened the meeting and declared a quorum present.

The Chairman advised that the proxy forms received from the Members showed overwhelming support for all of the resolutions set out in the agenda.

The notice of meeting was taken as read.

On the proposal of Mrs K. Siggins, seconded by Mr R. Gillett, the following resolution was unanimously passed:-

"That with effect from 12 noon Greenwich Mean Time on 20th February 2010, the amendment to the Rules set out below be and is hereby adopted for the 2010 Policy Year only"

Re-number existing Rule 5(J) as Rule 5(J)(i).
Amend Rule 5(J) by addition of a new paragraph (ii) in bold type below:
Rule 5(J)(ii) Notwithstanding, and without prejudice to, any other provisions of these Rules, the Directors may terminate the insurance of an Owner in respect of any and all ships entered by him where, in the opinion of the Directors, the Owner has exposed or will expose the Association to a material risk of being or becoming subject to a sanction, prohibition, restriction or other adverse action by a competent authority or government, which may materially affect the Association.
There being no other business of the meeting, the Chairman declared the meeting closed.


 

</dir>Members requiring further information should contact their usual Club contact.Notice of Annual General Meeting on 18th October 2010

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