Apple 1999 Annual Report Download - page 98

(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
SECTION 10.13: ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. Shareholders may
nominate one or more persons for election as directors at a meeting of shareholders or propose business to be brought before a meeting of
shareholders, or both, only if such shareholder has given timely notice in proper written form of such shareholder's intent to make such
nomination or nominations or to propose such business. To be timely, a shareholder's notice must be received by the Secretary of the
Corporation not later than 60 days prior to such meeting; provided, however, that in the event less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than
the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure
was made. To be in proper written form a shareholder's notice to the Secretary shall set forth (i) the name and address of the shareholder who
intends to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to
be proposed, (ii) a representation that the shareholder is a holder of record of stock of the Corporation that intends to vote such stock at such
meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii)
if applicable, a description of all arrangements or understandings between the shareholder and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) such other
information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a
proxy statement filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed,
by the Board of Directors of the Corporation and (v) if applicable, the consent of each nominee as director of the Corporation if so elected. The
chairman of a meeting of shareholders may refuse to acknowledge the nomination of any person or the proposal of any business not made in
compliance with the foregoing procedure.
Article XI
MEETINGS OF DIRECTORS
SECTION 11.1: PLACE OF MEETINGS. Meetings (whether regular, special or adjourned) of the Board of Directors of this corporation shall
be held at the principal office of this corporation for the transaction of business, as specified in accordance with Section 1.1 hereof, or at any
other place within or without the State which has been designated from time to time by resolution of the Board or which is designated in the
notice of the meeting.
SECTION 11.2: REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held after the adjournment of each annual
meeting of the shareholders (which regular directors' meeting shall be designated the "Regular Annual Meeting") and at such other times as
may be designated from time to time by resolution of the Board of Directors. Notice of the time and place of all regular meetings shall be given
in the same manner as for special meetings, except that no such notice need be given if (l) the time and place of such meetings are fixed by the
Board of Directors or (2) the Regular Annual Meeting is held at the principal place of business provided at Section 1.1 hereof and on the date
specified in Section 10.2 hereof.
SECTION 11.3: SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, if
any, or the President, or any Vice President, or the Secretary or by any two or more directors.
SECTION 11.4: NOTICE OF SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held upon no less than four days'
notice by mail or 48 hours' notice delivered personally or by telephone or telegraph to each director. Notice need not be given to any director
who signs a waiver of notice or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such
director. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the home or office of
the director who the person giving the notice has reason to believe will promptly communicate it to the director. A notice or waiver of notice
need not specify the purpose of any meeting of the Board. If the address of a director is not shown on the records and is not readily
ascertainable, notice shall be addressed to him at the city or place in which the meetings of the directors are regularly held. If the meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting
to all directors not present at the time of adjournment.
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