Apple 1997 Annual Report Download - page 88

votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16-2/3%
of the outstanding shares entitled to vote.
SECTION 14.2: BY THE BOARD OF DIRECTORS. Subject to the right of shareholders to adopt, amend or repeal By-Laws, By-Laws, other
than a By-Law or amendment thereof specifying or changing a fixed number of directors or the maximum or minimum number or changing
from a fixed to a variable board or vice versa, may be adopted, amended or repealed by the Board of Directors. A By-Law adopted by the
shareholders may restrict or eliminate the power of the Board of Directors to adopt, amend or repeal By-Laws.
Article XV
RESTRICTIONS ON TRANSFER OF STOCK
SECTION 15.1: SUBSEQUENT AGREEMENT OR BY-LAW. If (a) any two or more shareholders of this corporation shall enter into any
agreement abridging, limiting or restricting the rights of any one or more of them to sell, assign, transfer, mortgage, pledge, hypothecate or
transfer on the books of this corporation any or all of the shares of this corporation held by them, and if a copy of said agreement shall be filed
with this corporation, or if (b) shareholders entitled to vote shall adopt any By-Law provision abridging, limiting or restricting the aforesaid
rights of any shareholders, then, and in either of such events, all certificates of shares of stock subject to such abridgments, limitations or
restrictions shall have a reference thereto endorsed thereon by an officer of this corporation and such certificates shall not thereafter be
transferred on the books of this corporation except in accordance with the terms and provisions of such agreement or ByLaw, as the case may
be; provided, that no restriction shall be binding with respect to shares issued prior to adoption of the restriction unless the holders of such
shares voted in favor of or consented in writing to the restriction.
Article XVI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
SECTION 16.1: INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall, to the maximum extent and in the manner
permitted by the Code, indemnify each of its directors and officers against expenses (as defined in Section 317(a) of the Code), judgments,
fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article XVI, a "director" or
"officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
SECTION 16.2: INDEMNIFICATION OF OTHERS. The corporation shall have the power, to the extent and in the manner permitted by the
Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in
Section 317(a) of the Code), arising by reason of
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