|BIOTIME INC filed this Form 10-Q on 08/09/2017|
POWERS OF THE BOARD OF DIRECTORS
The management of the business of the Company shall be vested in the Board, and the Board may exercise all such powers and do all such acts and things as the Company is, by its Articles or under the law, authorized to exercise and do, and are not hereby or by statute directed or required to be exercised or done by the Company in general meeting, but subject, nevertheless, to the provisions of the Companies Law, and to these Articles and any regulations or resolution not being inconsistent with these Articles made from time to time by the Company in general meeting; provided that no such regulation or resolution shall invalidate any prior act done by or pursuant to the directions of the Board which would have been valid if such regulation or resolution had not been made.
MINUTES AND THE SEAL
The Board shall cause minutes to be duly recorded regarding: the names of the Directors present at each meeting of the Board and of any committee of the Board; the names of the shareholders present at each general meeting, and the proceedings and resolutions of general meetings and of meetings of the Board. Any minutes of a meeting of the Board or of a general meeting of the Company, signed by the Chairman of such meeting shall be accepted as prima facie evidence of the matters therein recorded.
DIVIDENDS AND RESERVE FUND
The Board may, from time to time, set aside, out of the profits of the Company, such sums as it thinks proper, as a reserve fund to meet contingencies, or for equalizing dividends, or for special dividends, or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the Board shall in its absolute discretion think conducive to the interests of the Company, and may invest the sums so set aside in such investments as it may think fit, and from time to time deal with and vary such investments, and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve fund into such special funds as it thinks fit, and employ the reserve fund or any part thereof in the business of the Company, and that without being bound to keep the same separate from the other assets of the Company. The Board may also, without placing the same to reserve, carry forward any profits that it deems prudent not to divide.
Subject to the provisions of the Companies Law and to the extent permitted by law, the Board may from time to time declare such dividends as may appear to the Board to be justified by the profits of the Company and cause the Company to pay such dividends. The Board shall have the full authority to determine the time for payment of such dividends, and the record date for determining the Shareholders entitled thereto, provided such date is not prior to the date of the resolution to distribute the dividend and no Shareholder who shall be registered in the Register with respect to any shares after the record date so determined shall be entitled to share in any such dividend with respect to such shares.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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