Apple 1997 Annual Report Download - page 81

corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the
shareholder at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal executive office of this corporation for a period of one year from the
date of the giving of the notice to all other shareholders.
SECTION 10.5: CONSENT TO SHAREHOLDERS' MEETINGS. The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to
the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the meeting.
Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written
waiver of notice, except as to approval of contracts between this corporation and any of its directors, amendment of the Articles of
Incorporation, reorganization of this corporation or winding up the affairs of this corporation.
SECTION 10.6: QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. Shares shall not be counted to make up a quorum for a meeting if voting
of such shares at the meeting has been enjoined or for any reason they cannot be lawfully voted at the meeting. The shareholders present at a
duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
SECTION 10.7: ADJOURNED MEETINGS. Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but, except as
provided in Section 10.6 hereof, in the absence of a quorum, no other business may be transacted at such meeting. When a meeting is
adjourned for more than 45 days or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at a meeting. Except as aforesaid, it shall not be necessary to give any notice of the
time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such
adjournment is taken. At any adjourned meeting the shareholders may transact any business which might have been transacted at the original
meeting.
SECTION 10.8: VOTING RIGHTS. Only persons in whose names shares entitled to vote stand on the stock records of this corporation at the
close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held or, if some other day be fixed for the determination of shareholders of record
pursuant to Section 2.8(k) hereof, then on such other day, shall be entitled to vote at such meeting. In the absence of any contrary provision in
the Articles of Incorporation or in any applicable statute relating to the election of directors or to other particular matters, each such person
shall be entitled to one vote for each share.
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