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SEC Filings

10-Q
BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document
 

48.
A shareholder may appoint a proxy to vote in his place and the proxy need not be a shareholder in the Company. The appointment of a proxy shall be in writing signed by the person making the appointment or by an attorney authorized for this purpose, and if the person making the appointment is a corporation, by a person or persons authorized to bind the corporation.
 
THE BOARD OF DIRECTORS
 
49.
The number of members of the Board shall be not less than one (1) and not more than five (5) members.
 
50.
The BioTime Group shall be entitled to appoint, remove and replace five (5) members to the Board in writing to the Company. A Director shall commence his duties or shall cease to serve as Director, as the case may be, on the date specified in the written notice to the Company of appointment or removal from office (or in the absence of any specified date, on the date of the receipt by the Company of such notice).
 
51.
Every Director shall hold office until he is removed in accordance with the preceding Article or the office is vacated in a manner set forth in Article 54 below.
 
52.
(a)
Subject to the provisions of the Companies Law, a Director shall have the right, by written notice to the Company, to appoint a person as a substitute to act in his place (the “Alternate Director”), to remove the Alternate Director and appoint another in his place and to appoint an Alternate Director in place of a Alternate Director whose office was vacated for any reason whatsoever. A person who is not qualified to be appointed as a Director may not be appointed as an Alternate Director. Any Director may be appointed as an Alternate Director.
 
 
(b)
Any notice given to the Company as aforesaid shall become effective on the date fixed therein or upon delivery to the Company, whichever is later. Unless the appointing Director, by the instrument appointing an Alternate Director, limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing Director ceases to be a Director or terminates the appointment.
 
(c)
An Alternate Director shall have, subject to any instructions or limitations contained in the instrument appointing him, all the authority and powers held by the Director for whom he acts as substitute, provided however, that he may not in turn appoint a substitute for himself (unless the instrument appointing him otherwise expressly provides), and provided further that an Alternate Director shall have no standing at any meeting of the Board or any committee thereof at which the Director appointing him is personally present or at which the Director appointing him is not entitled to participate in accordance with the provisions of these Articles.
 
(d)
The office of an Alternate Director shall, ipso facto, be vacated if he is removed by the Director appointing him, or if the office of the Director for whom he acts as substitute is vacated for any reason whatsoever, or if one of the circumstances described in sub-Articles (a) - (e) of Article 54 should befall the Alternate Director.
 
[ * ] = 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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