Apple 1997 Annual Report Download - page 85

place within or without the State which has been designated from time to time by resolution of the Board or which is designated in the notice of
the meeting.
SECTION 11.2: REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held after the adjournment of each annual
meeting of the shareholders (which regular directors' meeting shall be designated the "Regular Annual Meeting") and at such other times as
may be designated from time to time by resolution of the Board of Directors. Notice of the time and place of all regular meetings shall be given
in the same manner as for special meetings, except that no such notice need be given if (l) the time and place of such meetings are fixed by the
Board of Directors or (2) the Regular Annual Meeting is held at the principal place of business provided at Section 1.1 hereof and on the date
specified in Section 10.2 hereof.
SECTION 11.3: SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, if
any, or the President, or any Vice President, or the Secretary or by any two or more directors.
SECTION 11.4: NOTICE OF SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held upon no less than four days'
notice by mail or 48 hours' notice delivered personally or by telephone or telegraph to each director. Notice need not be given to any director
who signs a waiver of notice or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such
director. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the home or office of
the director who the person giving the notice has reason to believe will promptly communicate it to the director. A notice or waiver of notice
need not specify the purpose of any meeting of the Board. If the address of a director is not shown on the records and is not readily
ascertainable, notice shall be addressed to him at the city or place in which the meetings of the directors are regularly held. If the meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting
to all directors not present at the time of adjournment.
SECTION 11.5: QUORUM. A majority of all directors elected by the shareholders and appointed to fill vacancies as provided in Section 2.6
hereof shall constitute a quorum of the Board of Directors for the transaction of business. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors subject to provisions of law
relating to interested directors and indemnification of agents of this corporation. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
SECTION 11.6: CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation in a
meeting pursuant to this Section 11.6 constitutes presence in person at such meeting.
SECTION 11.7: WAIVER OF NOTICE AND CONSENT. The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if,
either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an
approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
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