Apple 1997 Annual Report Download - page 83

corporation. No proxy shall be valid (l) after revocation thereof, unless the proxy is specifically made irrevocable and otherwise conforms to
this Section 10.11 and applicable law, or (2) after the expiration of eleven months from the date thereof, unless the person executing it specifies
therein the length of time for which such proxy is to continue in force. Revocation may be effected by a writing delivered to the Secretary of
this corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person
by, the person executing the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, a written
notice of such death or incapacity is received by this corporation. A proxy which states that it is irrevocable is irrevocable for the period
specified therein when it is held by any of the following or a nominee of any of the following: (l) a pledgee, (2) a person who has purchased or
agreed to purchase or holds an option to purchase the shares or a person who has sold a portion of such person's shares in this corporation to the
maker of the proxy,
(3) a creditor or creditors of this corporation or the shareholder who extended or continued credit to this corporation or the shareholder in
consideration of the proxy if the proxy states that it was given in consideration of such extension or continuation of credit and the name of the
person extending or continuing the credit, (4) a person who has contracted to perform services as an employee of this corporation, if a proxy is
required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of
the employee and the period of employment contracted for, (5) a person designated by or under a close corporation shareholder agreement or a
voting trust agreement. In addition, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either
legal or equitable, until the happening of events which, by its terms, discharge the obligation secured by it. Notwithstanding the period of
irrevocability specified, the proxy becomes revocable when the pledge is redeemed, the option or agreement to purchase is terminated or the
seller no longer owns any shares of this corporation or dies, the debt of this corporation or the shareholder is paid, the period of employment
provided for in the contract of employment has terminated or the close corporation shareholder agreement or the voting trust agreement has
terminated. In addition, a proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of shares without
knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appears on the certificate representing such
shares. Every form of proxy or written consent, which provides an opportunity to specify approval or disapproval with respect to any proposal,
shall also contain an appropriate space marked "abstain", whereby a shareholder may indicate a desire to abstain from voting his or her shares
on the proposal. A proxy marked "abstain" by the shareholder with respect to a particular proposal shall not be voted either for or against such
proposal. In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is
marked by a shareholder "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is
withheld shall not be voted either for or against the election of a director.
SECTION 10.12: INSPECTORS OF ELECTION. Before any meeting of shareholders, the Board of Directors may appoint any persons other
than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the
Chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the
meeting. The number of inspectors shall be either one (l) or three (3). If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (l) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting
may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
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