Apple 2007 Annual Report Download - page 132

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APPLE INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I
CORPORATE OFFICES
1.1 Principal Office
The Board of Directors shall fix the location of the principal executive office of Apple Inc. (the " Corporation ") at any place within or
outside the State of California. If the principal executive office is located outside California and the Corporation has one or more business offices
in California, then the Board of Directors shall fix and designate a principal business office in California.
1.2 Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places.
ARTICLE II
DIRECTORS
2.1 Powers
Subject to the provisions of the California Corporation Code (the " Code "), any limitations in the Restated Articles of Incorporation (the "
Articles of Incorporation ) and these Amended and Restated Bylaws (these " Bylaws ") relating to action required to be approved by the
shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be
exercised under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the
business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
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
eight (8) until changed within the limits specified above, by a bylaw amending this Section 2.2
, 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 amendment to these Bylaws 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 sixteen and two-thirds percent (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.
2.3 Compensation
Directors and members of committees may receive such compensation, if any, for their services, and may be reimbursed for expenses, as
fixed or determined by resolution of the Board of Directors. This Section 2.3 shall not be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation for those services.