Apple 2007 Annual Report Download - page 136

President, the Vice President, or one of the Vice Presidents, shall exercise all his or her powers and perform all his or her duties. If there is more
than one Vice President, the order in which the Vice Presidents shall succeed to the powers and duties of the Chief Executive Officer or
President shall be as fixed by the Board of Directors.
3.12 Secretary
The powers and duties of the Secretary are:
(a) To keep a book of minutes at the principal executive office of the Corporation, or such other place as the Board of Directors may order,
of all meetings of its directors and shareholders with the time and place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings
and the proceedings thereof.
(b) To keep the seal of the Corporation and to affix the same to all instruments which may require it.
(c) To keep or cause to be kept at the principal executive office of the Corporation, or at the office of the transfer agent or agents, a record
of the shareholders of the Corporation, giving the names and addresses of all shareholders and the number and class of shares held by each
shareholder, the number and date of certificates issued for shares, appropriate records with respect to uncertificated shares issued, the number
and date of cancellation of every certificate surrendered for cancellation and the number and date of every replacement certificate or the
appropriate records for uncertificated shares issued for lost, stolen or destroyed certificates.
(d) To keep a supply of certificates for shares of the Corporation, to fill in all certificates issued or prepare the initial transaction statement
or written statements for uncertificated shares, and to make a proper record of each such issuance; provided that so long as the Corporation shall
have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with
respect to such shares shall be performed by such transfer agent or transfer agents.
(e) To transfer upon the share books of the Corporation or in book-
entry form in accordance with the direct registration system as provided
in Section 7.4(b) of these Bylaws any and all shares of the Corporation; provided that so long as the Corporation shall have one or more duly
appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents, and the method of transfer of each certificated or uncertificated share shall be
subject to the reasonable regulations of the transfer agent to which the certificated or uncertificated shares are presented for transfer and, also, if
the Corporation then has one or more duly appointed and acting registrars, subject to the reasonable regulations of the registrar to which a new
certificate or a new issuance of uncertificated shares is presented for registration; and provided, further, that no certificate for shares of stock and
no uncertificated shares shall be issued, recorded or delivered or, if issued, recorded or delivered, shall have any validity whatsoever until and
unless it has been signed or authenticated, as applicable, in the manner provided in Section 7.4 of these Bylaws.
(f) To make service and publication of all notices that may be necessary or proper and without command or direction from anyone. In case
of the absence, disability, refusal or neglect of the Secretary to make service or publication of any notices, then such notices may be served
and/or published by the Chief Executive Officer, the President or a Vice President, or by any person thereunto authorized by either of them or by
the Board of Directors or by the holders of a majority of the outstanding shares of the Corporation.
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