Apple 2007 Annual Report Download - page 133

2.4 Election and Term of Office
Each director shall be elected to serve until the annual meeting of shareholders held in the following fiscal year or until his or her successor
shall have been duly elected and qualified.
2.5 Vacancies and Resignations
(a) A vacancy or vacancies on the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any
director, (ii) if the authorized number of directors is increased, (iii) if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the full authorized number of directors to be elected at that meeting or (iv) if the Board of Directors declares
vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.
(b) Except for a vacancy caused by the removal of a director as provided in Section 2.6 of these Bylaws, a vacancy may be filled (i) by a
person selected by a majority of the remaining directors then in office, whether or not less than a quorum or (ii) by a sole remaining director.
Vacancies created by the removal of a director shall be filled only by the affirmative vote of shares holding a majority of the voting power
represented and voting a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of
the voting power required to constitute a quorum), or by the unanimous written consent of all shares entitled to vote thereon.
(c) The shareholders may elect a director at any time to fill a vacancy or vacancies not filled by the directors, but any such election by
written consent, other than to fill a vacancy created by removal, shall require the consent of shares holding a majority of the voting power that
are entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent
of all shares entitled to vote for the election of directors.
(d) Any director may resign effective upon giving written notice to the Chairman of the Board of Directors, the President, the Chief
Executive Officer, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the
resignation of a director is effective at a future time, the Board of Directors may elect a successor 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.
2.6 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, the provisions of this Section 2.6 shall apply to the vote of
that class or series and not to the vote of the outstanding shares as a whole.
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