Apple 1997 Annual Report Download - page 82

In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting or request a
special meeting of the shareholders pursuant to Section 10.3, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than fourteen
(14) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written consent or request a special meeting of the shareholders pursuant
to Section 10.3 shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall
promptly, but in no event later than twenty eight (28) days after the date on which such request is received, adopt a resolution fixing the record
date.
SECTION 10.9: ACTION BY WRITTEN CONSENTS. Any action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Within fourteen (14) days after receiving such written consent or consents
from shareholders of the corporation, the Board of Directors shall determine whether holders of outstanding shares as of the record date
established pursuant to Section 10.8 having not less than the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted have properly consented thereto in writing and notify the
requesting party of its finding. Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder
approval of (i) contracts between this corporation and any of its directors, (ii) indemnification of any person, (iii) reorganization of this
corporation or (iv) distributions to shareholders upon winding up of this corporation in certain circumstances without a meeting by less than
unanimous written consent shall be given at least 10 days before the consummation of the action authorized by such approval, and prompt
notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in writing. All notices given hereunder shall conform to the
requirements of Section 10.4 hereto and applicable law. When written consents are given with respect to any shares, they shall be given by and
accepted from the persons in whose names such shares stand on the books of this corporation at the time such respective consents are given, or
any shareholder's proxy holder, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders,
may revoke the consent by a writing received by this corporation prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of this corporation, but may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of this corporation. Notwithstanding anything to the contrary, directors may not be elected by written consent
except by unanimous written consent of all shares entitled to vote for the election of directors.
SECTION 10.10: ELECTIONS OF DIRECTORS. In any election of directors, the candidates receiving the highest number of affirmative votes
of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected; votes against the directors and
votes withheld with respect to the election of the directors shall have no legal effect. Elections of directors need not be by ballot except upon
demand made by a shareholder at the meeting and before the voting begins.
SECTION 10.11: PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more
agents authorized by a written proxy executed by such person or such person's duly authorized agent and filed with the Secretary of this
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