Apple 1997 Annual Report Download - page 73

provisions of this Section 2.7 shall apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.
SECTION 2.8: POWERS AND DUTIES. Without limiting the generality or extent of the general corporate powers to be exercised by the
Board of Directors pursuant to Section 2.1 of these By-Laws, it is hereby provided that the Board of Directors shall have full power with
respect to the following matters:
(a) To purchase, lease, and acquire any and all kinds of property, real, personal or mixed, and at its discretion to pay therefor in money, in
property and/or in stocks, bonds, debentures or other securities of this corporation.
(b) To enter into any and all contracts and agreements which in its judgment may be beneficial to the interests and purposes of this corporation.
(c) To fix and determine and to vary from time to time the amount or amounts to be set aside or retained as reserve funds or as working capital
of this corporation or for maintenance, repairs, replacements or enlargements of its properties.
(d) To declare and pay dividends in cash, shares and/or property out of any funds of this corporation at the time legally available for the
declaration and payment of dividends on its shares.
(e) To adopt such rules and regulations for the conduct of its meetings and the management of the affairs of this corporation as it may deem
proper.
(f) To prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, bills of exchange, contracts and
other corporate instruments shall be executed.
(g) To accept resignations of directors; to declare vacant the office of a director as provided in Section 2.6 hereof; and, in case of vacancy in the
office of directors, to fill the same to the extent provided in Section 2.6 hereof.
(h) To create offices in addition to those for which provision is made by law or these By-Laws; to elect and remove at pleasure all officers of
this corporation, fix their terms of office, prescribe their powers and duties, limit their authority and fix their salaries in any way it may deem
advisable which is not contrary to law or these By-Laws; and, if it sees fit, to require from the officers or any of them security for faithful
service.
(i) To designate some person to perform the duties and exercise the powers of any officer of this corporation during the temporary absence or
disability of such officer.
(j) To appoint or employ and to remove at pleasure such agents and employees as it may see fit, to prescribe their titles, powers and duties,
limit their authority, and fix their salaries in any way it may deem advisable which is not contrary to law or these By-Laws; and, if it sees fit, to
require from them or any of them security for faithful performance.
(k) To fix a time in the future, which shall not be more than 60 days nor less than 10 days prior to the date of the meeting nor more than sixty
(60) days prior to any other action for which it is fixed, as a record date for the determination of the shareholders entitled to notice of and to
vote at any meeting, or entitled to receive any payment of any dividend or other
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