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arrangements or dealings with the corparation and ~~u such
contracks, arrangements or deal~ngs shall be ~oided, whether they
be With the director or with a corporatior~ in which he is
interested as shareholder, director or otficer or otherwise, and
no director shall be liaale to account to the corporation for any
profik arising out of any such contract, arrangement or dealing,
pro~ided that such director discloses to the directors of the
corporation his interest in such contract, arrangement or dealing
a~ or before the time such contract, arrangement or dealing is
determined upon or entered into and such contract, arrangement or
dealing is appro~ed by the Board of Directors.
(f) The Board ~f Directors may appoint two or more of their
nurnber to constitute an Executi~e Committee or any other
committee or cornmittees, vuho shall haue and exercise the powers
of the Board of Directors in the management of the business and
affairs of the corporation to the extent and subject to the j
restrictions expressed in these Articles of In;corporation, the ~
By-LaWS or the resolution appointing such cornmittee or committees.
~ NINTH: AlI meetings of the Stockholders and of the Board of
Directors ot the corporation shall be held at the office of the
~ corporation in the Republic of Panama or at such other pl«ce or
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f - places, within or without the Kepublic af Panama, as may be
~ determined by the Board of Directors.
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f TENTti: Tf the shareholders enkitled to ~ote adopt any
pro~ision uf By-Laws or if t~o or more subscribers or
stockholders enter into any agreement abridging, limiting or
, restrict-ing the rights of any one or mor~ stvckholders to sell,
assign, transfer, mortg~ge, pledge, hypothecate or transfer on
the books of the corporation any or all of the stock af the
corporati.on held by any stockholder or requiring any one or more
aoaK 57~. PA~f 9~9
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