The copper era and Morenci leader., 1913-10-24

transaction of the business of the 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- pose of increasing the numbers of Directors to that number, or of sum- moning General Meeting of the Company, but for no other purpose.
 S4 The Board may elect a 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 i've 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 Con- 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.
 S6. 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 a majority of votes of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote.
 88. 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 it 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 jonied in any receipt for money not received by him personally, or for any loss on 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.
 V. DIVIDENDS AND ACCOUNTS.
 1. DIVIDENDS.
 9O 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 special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or -reaited as paid on the Shares. No
 .uuunt paid on Share in advance of
 ssis snail, while carrying interest,
 treated for the purposes of this
 ~ie as paid on the Share.
 sa The Board may, before recom-
 '1t ting any dividend set aside out [ ne profits of the Company such .um> as they think proper as re- serve or reserves, which shall, at the discretion of the Board, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the Company may be propertly applied, and pending such aplication may, at the like discretion, either be employ ed in the business of the Company or be invested in such investments (oth- CT than Shares of the Company as the Board may from time to time think fit.
 95. If several persons are register ed as joint holders of any Share, any one of them may give effectual re- ceipts for any dividend payable on the Share
 96. Notice of any dividend that may have been declared shall be given in manner hereinafter mention ed to the persons entitled to share therein.
 97. No dividend shall bear interest | against the Company.
 2. ACCOUNTS.
 98. The Board shall cause accounts