Apple 1997 Annual Report Download - page 79

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EXECUTIVE COMMITTEE
SECTION 9.1: APPOINTMENT AND PROCEDURE. The Board of Directors may, by resolution adopted by a majority of the authorized
number of directors, appoint from among its members an Executive Committee of two or more members. The Executive Committee may make
its own rules of procedure subject to Section 11.9 hereof, and shall meet as provided by such rules or by a resolution adopted by the Board of
Directors (which resolution shall take precedence). A majority of the members of the Executive Committee shall constitute a quorum, and in
every case the affirmative vote of a majority of all members of the Committee shall be necessary to the adoption of any resolution by such
Committee.
SECTION 9.2: POWERS. During the intervals between the meetings of the Board of Directors, the Executive Committee, in all cases in which
specific directions shall not have been given by the Board of Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of this corporation in such manner as the Committee may deem best for the interests
of this corporation, except with respect to:
(a) any action for which California law also requires shareholder approval,
(b) the filling of vacancies on the Board of Directors or in the committee,
(c) the fixing of compensation of the directors for serving on the Board of Directors or on any committee,
(d) the amendment or repeal of By-Laws or the adoption of new By-Laws,
(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable,
(f) a distribution to the shareholders of this corporation, except at a rate or in a periodic amount or within a price range determined by the Board
of Directors,
(g) the appointment of other committees of the Board of Directors or the members thereof.
Article X
MEETINGS OF SHAREHOLDERS
SECTION 10.1: PLACE OF MEETINGS. Meetings (whether regular, special or adjourned) of the shareholders of this corporation shall be
held at the principal executive office for the transaction of business of this corporation, or at any place within or without the State which may
be designated by written consent of all the shareholders entitled to vote thereat, or which may be designated by resolution of the Board of
Directors. Any meeting shall be valid wherever held if held by the written consent of all the shareholders entitled to vote thereat, given either
before or after the meeting and filed with the Secretary of this corporation.
SECTION 10.2: ANNUAL MEETINGS. The annual meeting of the shareholders shall be held at the hour of 10:00 a.m. on the last Wednesday
in January in each year , if not a legal holiday, and if a legal holiday, then on the next succeeding business day not a legal holiday or at
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