Apple 1997 Annual Report Download - page 86

SECTION 11.8: ACTION WITHOUT A MEETING. Any action required or permitted by law to be taken by the Board of Directors may be
taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall
have the same force and effect as the unanimous vote of such directors.
SECTION 11.9: COMMITTEES. The provisions of this Article XI apply also to committees of the Board of Directors and action by such
committees, mutatis mutandis.
Article XII
SUNDRY PROVISIONS
SECTION 12.1: INSTRUMENTS IN WRITING. All checks, drafts, demands for money and notes of this corporation, and all written contracts
of this corporation, shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time designate. No
officer, agent, or employee of this corporation shall have the power to bind this corporation by contract or otherwise unless authorized to do so
by these By-Laws or by the Board of Directors.
SECTION 12.2: SHARES HELD BY THE CORPORATION. Shares in other corporations standing in the name of this corporation may be
voted or represented and all rights incident thereto may be exercised on behalf of the corporation by any officer of this corporation authorized
so to do by resolution of the Board of Directors.
SECTION 12.3: CERTIFICATES OF STOCK. There shall be issued to every holder of shares in this corporation a certificate or certificates
signed in the name of this corporation by the Chairman of the Board of Directors, if any, or the Chief Executive Officer or the President or a
Vice President and by the Chief Financial Officer or an Assistant Chief Financial Officer or the Secretary or any Assistant Secretary, certifying
the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by this corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.
SECTION 12.4: LOST CERTIFICATES. Where the owner of any certificate for shares of this corporation claims that the certificate has been
lost, stolen or destroyed, a new certificate shall be issued in place of the original certificate if the owner (l) so requests before this corporation
has notice that the original certificate has been acquired by a bona fide purchaser, (2) files with this corporation an indemnity bond in such
form and in such amount as shall be approved by the Chief Executive Officer, the President or a Vice President of this corporation, and (3)
satisfies any other reasonable requirements imposed by this corporation. The Board of Directors may adopt such other provisions and
restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.
SECTION 12.5: CERTIFICATION AND INSPECTION OF BY-LAWS. This corporation shall keep at its principal executive or business
office the original or a copy of these By-
Laws as amended or otherwise altered to date, which shall be open to inspection by the shareholders at
all reasonable times during office hours.
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