Apple 1999 Annual Report Download - page 93

(c) To receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the account of this
corporation.
(d) To disburse, or cause to be disbursed, all funds of this corporation as may be directed by the Chief Executive Officer, the President or the
Board of Directors, taking proper vouchers for such disbursements.
(e) To render to the Chief Executive Officer, the President or to the Board of Directors, whenever either may require, accounts of all
transactions as Chief Financial Officer and of the financial condition of this corporation.
(f) Generally to do and perform all such duties as pertain to such office and as may be required by the Board of Directors.
Article VIIIA
APPOINTED VICE PRESIDENTS, ETC.
SECTION 8A.1: APPOINTED VICE PRESIDENTS, ETC.; APPOINTMENT, DUTIES, ETC. The Chief Executive Officer of the corporation
shall have the power, in the exercise of his or her discretion, to appoint additional persons to hold positions and titles such as vice president of
the corporation or a division of the corporation or president of a division of the corporation, or similar such titles, as the business of the
corporation may require, subject to such limits in appointment power as the Board may determine. The Board shall be advised of any such
appointment at a meeting of the Board, and the appointment shall be noted in the minutes of the meeting. The minutes shall clearly state that
such persons are non-corporate officers appointed pursuant to this Section 8A.l of these By-laws.
Each such appointee shall have such title, shall serve in such capacity and shall have such authority and perform such duties as the Chief
Executive Officer of the corporation shall determine.
Appointees may hold titles such as "president" of a division or other group within the corporation, or "vice president" of the corporation or of a
division or other group within the corporation. However, any such appointee, absent specific election by the Board as an elected corporate
officer, (i) shall not be considered an officer elected by the Board of Directors pursuant to Article III of these By-Laws and shall not have the
executive powers or authority of corporate officers elected pursuant to such Article III, (ii) shall not be considered (a) an "officer" of the
corporation for the purposes of Rule 3b-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the "Act") or an "executive officer" of the corporation for the purposes of Rule 3b-7 promulgated under
the Act, and similarly shall not be considered an "officer" of the corporation for the purposes of Section 16 of the Act (as such persons shall not
be given the access to inside information of the corporation enjoyed by officers of the corporation) or an "executive officer" of the corporation
for the purposes of Section 14 of the Act or (b) a "corporate officer" for the purposes of Section 312 of the California Corporation Code (the
"Code"), except in any such case as otherwise required by law, and (iii) shall be empowered to represent himself or herself to third parties as an
appointed vice president, etc., only, and shall be empowered to execute documents, bind the corporation or otherwise act on behalf of the
corporation only as authorized by the Chief Executive Officer or the President of the Corporation or by resolution of the Board of Directors.
An elected officer of the corporation may also serve in an appointed capacity hereunder.
Article IX
EXECUTIVE COMMITTEE
SECTION 9.1: APPOINTMENT AND PROCEDURE. The Board of Directors may, by resolution adopted by a majority of the authorized
number of directors, appoint from among its members an Executive Committee of two or more members. The Executive Committee may make
its own rules of procedure subject to Section 11.9 hereof, and shall meet as provided by such rules or by a resolution adopted by the Board of
Directors (which resolution shall take precedence). A majority of the members of the Executive Committee shall constitute a quorum, and in
every case the affirmative vote of a majority of all members of the Committee shall be necessary to the adoption of any resolution by such
Committee.
SECTION 9.2: POWERS. During the intervals between the meetings of the Board of Directors, the Executive Committee, in all cases in which
specific directions shall not have been given by the Board of Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of this corporation in such manner as the Committee may deem best for the interests
of this corporation, except with respect to:
(a) any action for which California law also requires shareholder approval,
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