Apple 1997 Annual Report Download - page 72

SECTION 2.4: COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services as may be
fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving
this corporation in any other capacity and receiving compensation therefor.
SECTION 2.5: ELECTION AND TERM OF OFFICE. The directors shall be divided into two classes, designated Class I and Class II. Each
class shall consist of one-half of the directors or as close an approximation as possible. The initial term of office of the directors of Class I shall
expire at the annual meeting to be held during fiscal year 1991 and the initial term of office of the directors of Class II shall expire at the annual
meeting to be held during fiscal year 1992. At each annual meeting, commencing with the annual meeting to be held during fiscal year 1991,
each of the successors to the directors of the class whose term shall have expired at such annual meeting shall be elected for a term running
until the second annual meeting next succeeding his or her election and until his or her successor shall have been duly elected and qualified.
SECTION 2.6: VACANCIES. A vacancy or vacancies on the Board of Directors shall exist in case of the death, resignation or removal of any
director, or if the authorized number of directors is increased, or if the shareholders fail, at any annual meeting of shareholders at which any
director is elected, to elect the full authorized number of directors to be voted for at that meeting. The Board of Directors may declare vacant
the office of a director if he or she is declared of unsound mind by an order of court or convicted of a felony or if, within 60 days after notice of
his or her election, he or she does not accept the office. Any vacancy, except for a vacancy created by removal of a director as provided in
Section 2.7 hereof, may be filled by a person selected by a majority of the remaining directors then in office, whether or not less than a quorum,
or by a sole remaining director. Vacancies occurring in the Board of Directors by reason of removal of directors shall be filled only by approval
of shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written
consent requires the consent of a majority of the outstanding shares entitled to vote. If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder
or holders of an aggregate of 5% or more of the total number of shares at the time outstanding having the right to vote for such directors may
call a special meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon
such election of a successor. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the Chief
Executive Officer, the President, the Secretary or the Board of Directors of this corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation
becomes effective. A reduction of the authorized number of directors shall not remove any director prior to the expiration of such director's
term of office.
SECTION 2.7: REMOVAL. The entire Board of Directors or any individual director may be removed without cause from office by an
affirmative vote of a majority of the outstanding shares entitled to vote; provided that, unless the entire Board of Directors is removed, no
director shall be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively (without regard to whether such shares may be voted cumulatively) at an election at which the same total number
of votes were cast, or, if such action is taken by written consent, all shares entitled to vote were voted, and either the number of directors
elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being sought, were then
being elected. If any or all directors are so removed, new directors may be elected at the same meeting or at a subsequent meeting. If at any
time a class or series of shares is entitled to elect one or more directors under authority granted by the Articles of Incorporation of this
corporation, the
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