Apple 1997 Annual Report Download - page 84

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum,
and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
SECTION 10.13: ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. Shareholders may
nominate one or more persons for election as directors at a meeting of shareholders or propose business to be brought before a meeting of
shareholders, or both, only if such shareholder has given timely notice in proper written form of such shareholder's intent to make such
nomination or nominations or to propose such business. To be timely, a shareholder's notice must be received by the Secretary of the
Corporation not later than 60 days prior to such meeting; provided, however, that in the event less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure
was made. To be in proper written form a shareholder's notice to the Secretary shall set forth (i) the name and address of the shareholder who
intends to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to
be proposed, (ii) a representation that the shareholder is a holder of record of stock of the Corporation that intends to vote such stock at such
meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii)
if applicable, a description of all arrangements or understandings between the shareholder and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) such other
information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a
proxy statement filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed,
by the Board of Directors of the Corporation and (v) if applicable, the consent of each nominee as director of the Corporation if so elected. The
chairman of a meeting of shareholders may refuse to acknowledge the nomination of any person or the proposal of any business not made in
compliance with the foregoing procedure.
Article XI
MEETINGS OF DIRECTORS
SECTION 11.1: PLACE OF MEETINGS. Meetings (whether regular, special or adjourned) of the Board of Directors of this corporation shall
be held at the principal office of this corporation for the transaction of business, as specified in accordance with Section 1.1 hereof, or at any
other
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