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tion of the shareholders of the corporation. In case of vacan-
cies in the Board of Directors, a majority of the directors
then in office may elect directors to fill such vacancies. It
is not necessary that directors be stockholders. A majority of
the directors, present personally or by proxy, shall constitute
a quorum at any meeting of the Board of Directors.------c) The
y Board of Directors may exercise all of the powers of the corpo-
ration except such as are by law or by these Articles of Incor-
poration conferred upon or reserved to the stockholders.--------
d) At any meeting of the directors, any director may be repre-
sented and vote by proxy or proxies (who need not be directors)
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E4 appointed by an instrument in writing, public or private with
or without power of substitution.-------e) A director may hold
f' of rofit with the cor oration in addi-
any remunerative of ice p p
~f tion to the office of directors. No director shall be disqual-
i'
ified from entering into contracts, arrangements or dealings
with the corporation nor shall any of such contracts, arrange-
ments, or dealings be voided, whether, they be with the direc-
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~ i~` for or with a corporation in which he is interested as member
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~i or director or officer or other-wise, and no director shall be
liable to account to the corporation for any profit arising out
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of any such contract, arrangement or dealing provided that such
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~ director discloses to the directors of the corporation his in-
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terest in such contract, arrangement or deaing at or before the ~
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time such contract, arrangement or dealing is determined upon
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;i or entered into and such contract, arrangement or dealing is
~i approved by the Board of Directors.-----------f) The Board of
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Directors may appoint two or more of their members to consti-
tute an Executive Committee or any other committee or commit-
r
tees, who shall have and exercise the powers of the Board of
~ Directors in the management of the business and affairs of the
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AROgEMENA, NORIEOA a CASTRO - APAQTADO P01TAL N4 dose ' PANAMA O. A- Ot P•
' X343 P~E14~9
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