The copper era and Morenci leader., 1913-09-19

Board may be fixed by the Directors,
 and unless so fixed shall be two. S3. The continuing Directors may
 act notwithstanding any vacancy in
 their body, but, if and so long as their
 number is reduced below the number fixed by, or pursuant to the regula- tions of the Company, as the neces-
 sary quorum of Directors, the contin-
 ing Directors may act for the pur- Directors to that number, or of sum-
 moning a General Meeting of the Company, but for no other purpose. S4 The Board may elect Chair
 man of their meetings and determine
 the period for which he is to hold of
 fee; but if no such Chairman is
 elected, or if at any meeting the Chairman is not present within five
 minutes after the time appointed for
 holding the same, the Directors pres
 ent may choose one of their number
 to be Chairman of the meeting. S5. The Board may delegate any of their powers, other than the pow CTS to borrow and make calls, to Com
 mittees. consisting of such member or members of their body as they
 think fit; any Committe so formed shall, in the exercise of the powers so delegated, conform to any regula- tions that may be imposed on them by the Board.
 &C., A Committee may elect a
 Chairman of their meeting; if no such Chairman is elected, or if at any
 meeting the Chairman is not present within five minutes after the time appointed for holding the same, the
 members present may choose one of their number to be Chairman of the
 meeting.
 ST. A Committee may meet and ad- journ as they think proper. Questions arising at any meeting shall be de- termined by majority of votes of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote. SS All acts done by any meeting of the Board or of a Committee of
 Directors, or by any person acting as a Director, shall, notwithstanding that lit be afterwards discovered that there was some defect in the appointment of any such Directors, or persons act ing as aforesaid, or that they or any of them were disqualified, be as valid
 as if every such person had been duly appointed and was qualified to be a Director.
 Is. INDEMNITY OF DIRECTORS, sc. S9. Every Director, officer, or ser
 want of the Company shall be indem-
 nified out of it's funds against all costs, charges, expenses, losses, and liabilities incurred by him in the con- duct of the Company's business, or in the discharge of his duties; and no Director or officer of the Company shall be liable for the acts or omiS- sions of any other Director or officer, or by reason of his having jon1ed in any receipt for money not received by l. E0x~ Io0 <rr1 account of defect of title to any prop erty, acquired by the Company, or on account of the insufficiency of any security in or upon which any moneys of the Company shall be invested, or for any loss incurred through any bank, broker, or other agent, or upon any ground whatever other than his own wilful acts or defaults.
 W. DIVIDENDS AND ACCOUNTS. i
 1. DIVIDENDS.
 90. The Company in General Meet | ing may declare dividends, but no dividend shall exceed the amount rec commended by the Board.
 91 The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Con- pany.
 92. No dividend shall be paid oth- erwise than out of profits.
 93 Subject to the rights of per sons, if any, entitled to Shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the Shares. No amount paid on a Share in advance of Calls shall, while carrying interest, be treated for the purposes of this article as paid on the Share.
 94 The Board may, before recom-. any dividend set aside out of the profits of the Company such sums as they think proper as re- serve or reserves, which shall, at the discretion of the Board, be applicable ' for meeting contingencies. or for : dividends, or for any other :. purpose to which the profits of the ! Company may be propertly applied, ' and pending such aplication may at !; he like discretion, either be employ | | ,d in the business of the Company or ! ,e invested in such investments (oth- F ,r than Shares of the Company as \ he Board may from time to time hink fit
 95 If several persons are register , d as joint holders of any Share, any ,ne of them may give effectua1 re- ,eipts for any dividend payable on he Share.
 96. Notice of any dividend that :, nay have been declared shall be ,iven in manner hereinafter mention d to the persons entitled to share herein. O
 97. No dividend shall bear interest gainst the Company.
 2. ACCOUNTS |.
 9S. The Board shall cause accounts u Q be kept of the assets and liabilities, eceipts, and expenditure of the Con- any. '
 99. The books of account shall be ept at the registered Office of the U IL company, or at such other place or