Apple 1999 Annual Report Download - page 100

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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.
SECTION 12.6: ANNUAL REPORTS. The making of annual reports to the shareholders is dispensed with and the requirement that such
annual reports be made to shareholders is expressly waived, except as may be directed from time to time by the Board of Directors or the
President.
SECTION 12.7: FISCAL QUARTERS. Each fiscal quarter of the Corporation shall be comprised of 13 weeks each of which shall end at
midnight on Saturday of such week, and the fiscal months in any one calendar quarter shall be comprised of at least four consecutive calendar
weeks with one week to be added, at management's discretion, to any one month during such fiscal year.
SECTION 12.8: OFFICER LOANS AND GUARANTIES. If the corporation has outstanding shares held of record by 100 or more persons on
the date of approval by the Board of Directors, the corporation may make loans of money or property to, or guarantee the obligations of, any
officer of the corporation or its parent or subsidiaries, whether or not the officer is a director, upon the approval of the Board of Directors alone.
Such approval by the Board of Directors must be determined by a vote of a majority of the disinterested directors, if it is determined that such a
loan or guaranty may reasonably be expected to benefit the corporation. In no event may an officer owning 2% or more of the outstanding
common shares of the corporation be extended a loan under this provision.
SECTION 12.9: APPROVAL OF CERTAIN TRANSACTIONS. In addition to Section
11.5. Quorum hereof, the affirmative vote of a majority of the disinterested outside directors shall be required to (a) approve any merger or
acquisition transaction for which the approval of the Company's shareholders is necessary for consummation of the transaction and (b) .approve
or ratify any related party transaction (or aggregation of similar transactions) involving a director of the Company and having an annualized
value in excess of $10,000.
Article XIII
CONSTRUCTION OF BY-LAWS WITH
REFERENCE TO PROVISIONS OF LAW
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