Apple 1999 Annual Report Download - page 89

person selected by a majority of the remaining directors then in office, whether or not less than a quorum, or by a sole remaining director.
Vacancies occurring in the Board of Directors by reason of removal of directors shall be filled only by approval of shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote. If, after the filling of any vacancy by the directors, the directors then in office
who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an
aggregate of 5% or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special
meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election
of a successor. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the Chief Executive Officer,
the President, the Secretary or the Board of Directors of this corporation, unless the notice specifies a later time for the effectiveness of such
resignation. Ifthe resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. A
reduction of the authorized number of directors shall not remove any director prior to the expiration of such director's term of office.
SECTION 2.7: REMOVAL. The entire Board of Directors or any individual director may be removed without cause from office by an
affirmative vote of a majority of the outstanding shares entitled to vote; provided that, unless the entire Board of Directors is removed, no
director shall be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively (without regard to whether such shares may be voted cumulatively) at an election at which the same total number
of votes were cast, or, if such action is taken by written consent, all shares entitled to vote were voted, and either the number of directors
elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being sought, were then
being elected. If any or all directors are so removed, new directors may be elected at the same meeting or at a subsequent meeting. If at any
time a class or series of shares is entitled to elect one or more directors under authority granted by the Articles of Incorporation of this
corporation, the provisions of this Section 2.7 shall apply to the vote of that class or series and not to the vote of the outstanding shares as a
whole.
SECTION 2.8: POWERS AND DUTIES. Without limiting the generality or extent of the general corporate powers to be exercised by the
Board of Directors pursuant to Section 2.1 of these By-Laws, it is hereby provided that the Board of Directors shall have full power with
respect to the following matters:
(a) To purchase, lease, and acquire any and all kinds of property, real, personal or mixed, and at its discretion to pay therefor in money, in
property and/or in stocks, bonds, debentures or other securities of this corporation.
(b) To enter into any and all contracts and agreements which in its judgment may be beneficial to the interests and purposes of this corporation.
(c) To fix and determine and to vary from time to time the amount or amounts to be set aside or retained as reserve funds or as working capital
of this corporation or for maintenance, repairs, replacements or enlargements of its properties.
(d) To declare and pay dividends in cash, shares and/or property out of any funds of this corporation at the time legally available for the
declaration and payment of dividends on its shares.
(e) To adopt such rules and regulations for the conduct of its meetings and the management of the affairs of this corporation as it may deem
proper.
(f) To prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, bills of exchange, contracts and
other corporate instruments shall be executed.
(g) To accept resignations of directors; to declare vacant the office of a director as provided in Section 2.6 hereof; and, in case of vacancy in the
office of directors, to fill the same to the extent provided in Section 2.6 hereof.
(h) To create offices in addition to those for which provision is made by law or these By-Laws; to elect and remove at pleasure all officers of
this corporation, fix their terms of office, prescribe their powers and duties, limit their authority and fix their salaries in any way it may deem
advisable which is not contrary to law or these By-Laws; and, if it sees fit, to require from the officers or any of them security for faithful
service.
(i) To designate some person to perform the duties and exercise the powers of any officer of this corporation during the temporary absence or
disability of such officer.
(j) To appoint or employ and to remove at pleasure such agents and employees as it may see fit, to prescribe their titles, powers and duties,
limit their authority, and fix their salaries in any way it may deem advisable which is not contrary to law or these By-Laws; and, if it sees fit, to
require from them or any of them security for faithful performance.
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