Apple 1999 Annual Report Download - page 88

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Exhibit 3.3
BY-LAWS
OF
APPLE COMPUTER, INC.
(a California corporation)
(as amended through October 6, 1999)
Article I
OFFICES
SECTION 1.1: PRINCIPAL OFFICE. The principal executive office for the transaction of the business of this corporation shall be 1 Infinite
Loop, Cupertino, California 95014. The Board of Directors is hereby granted full power and authority to change the location of the principal
executive office from one location to another.
SECTION 1.2: OTHER OFFICES. One or more branch or other subordinate offices may at any time be fixed and located by the Board of
Directors at such place or places within or without the State of California as it deems appropriate.
Article II
DIRECTORS
SECTION 2.1: EXERCISE OF CORPORATE POWERS. Except as otherwise provided by these By-Laws, by the Articles of Incorporation of
this corporation or by the laws of the State of California now or hereafter in force, the business and affairs of this corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 2.2: NUMBER. The number of directors of the corporation shall be not less than five (5) nor more than nine (9). The exact number
of directors shall be seven (7) until changed within the limits specified above, by a by-law amending this section, duly adopted by the Board of
Directors or by the shareholders. The indefinite number of directors may be changed, or a definite number fixed without provision for an
indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law duly adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed
number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting
of the shareholders, 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. No amendment may change the stated maximum number of authorized directors to a number greater than two times the
stated minimum number of directors minus one.
SECTION 2.3: NEED NOT BE SHAREHOLDERS. The directors of this corporation need not be shareholders of this corporation.
SECTION 2.4: COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services as may be
fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving
this corporation in any other capacity and receiving compensation therefor.
SECTION 2.5: ELECTION AND TERM OF OFFICE. Through and until immediately prior to the annual meeting of shareholders to be held in
fiscal year 2000, the directors shall be divided into two classes, designated Class I and Class II, each consisting of one-half of the directors or
as close an approximation as possible, and each director shall serve for a term running until the second annual meeting of shareholders
succeeding his or her election and until his or her successor shall have been duly elected and qualified; provided, however, that the terms of all
directors shall expire at the annual meeting of shareholders to be held in fiscal year 2000. Commencing at the annual meeting of shareholders to
be held in fiscal year 2000, each director shall be elected to serve until the annual meeting of shareholders held in the following fiscal year or
until his or her successor shall have been duly elected and qualified.
SECTION 2.6: VACANCIES. A vacancy or vacancies on the Board of Directors shall exist in case of the death, resignation or removal of any
director, or if the authorized number of directors is increased, or if the shareholders fail, at any annual meeting of shareholders at which any
director is elected, to elect the full authorized number of directors to be voted for at that meeting. The Board of Directors may declare vacant
the office of a director if he or she is declared of unsound mind by an order of court or convicted of a felony or if, within 60 days after notice of
his or her election, he or she does not accept the office. Any vacancy, except for a vacancy created by removal of a director as provided in
Section 2.7 hereof, may be filled by a
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