Apple 1999 Annual Report Download - page 96

meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting,
each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but
not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or
special meeting of shareholders need be specified in any written waiver of notice, except as to approval of contracts between this corporation
and any of its directors, amendment of the Articles of Incorporation, reorganization of this corporation or winding up the affairs of this
corporation.
SECTION 10.6: QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. Shares shall not be counted to make up a quorum for a meeting if voting
of such shares at the meeting has been enjoined or for any reason they cannot be lawfully voted at the meeting. The shareholders present at a
duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
SECTION 10.7: ADJOURNED MEETINGS. Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to
time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but, except as
provided in Section 10.6 hereof, in the absence of a quorum, no other business may be transacted at such meeting. When a meeting is
adjourned for more than 45 days or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at a meeting. Except as aforesaid, it shall not be necessary to give any notice of the
time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such
adjournment is taken. At any adjourned meeting the shareholders may transact any business which might have been transacted at the original
meeting.
SECTION 10.8: VOTING RIGHTS. Only persons in whose names shares entitled to vote stand on the stock records of this corporation at the
close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held or, if some other day be fixed for the determination of shareholders of record
pursuant to Section 2.8(k) hereof, then on such other day, shall be entitled to vote at such meeting. In the absence of any contrary provision in
the Articles of Incorporation or in any applicable statute relating to the election of directors or to other particular matters, each such person
shall be entitled to one vote for each share.
In order that the corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting or request a
special meeting of the shareholders pursuant to Section 10.3, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than fourteen
(14) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written consent or request a special meeting of the shareholders pursuant
to Section 10.3 shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall
promptly, but in no event later than twenty eight (28) days after the date on which such request is received, adopt a resolution fixing the record
date.
SECTION 10.9: ACTION BY WRITTEN CONSENTS. Any action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Within fourteen (14) days after receiving such written consent or consents
from shareholders of the corporation, the Board of Directors shall determine whether holders of outstanding shares as of the record date
established pursuant to Section 10.8 having not less than the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted have properly consented thereto in writing and notify the
requesting party of its finding. Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder
approval of (i) contracts between this corporation and any of its directors, (ii) indemnification of any person, (iii) reorganization of this
corporation or (iv) distributions to shareholders upon winding up of this corporation in certain circumstances without a meeting by less than
unanimous written consent shall be given at least 10 days before the consummation of the action authorized by such approval, and prompt
notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in writing. All notices given hereunder shall conform to the
requirements of Section 10.4 hereto and applicable law. When written consents are given with
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