Apple 2007 Annual Report Download - page 138
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"corporate officer" for the purposes of Section 312 of the Code, except in any such case as otherwise required by law, and (iii) shall be
empowered to represent himself or herself to third parties as an appointed vice president, etc., only, and shall be empowered to execute
documents, bind the Corporation or otherwise act on behalf of the Corporation only as authorized by the Chief Executive Officer or the President
or by resolution of the Board of Directors.
(c) An elected officer of the Corporation may also serve in an appointed capacity hereunder.
3.15 Removal of Directors
Unless otherwise restricted by statute, by the certificate of incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. No reduction of
the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.
ARTICLE IV
COMMITTEES
4.1 Committees of the Board of Directors
The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees,
each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment
of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee shall
have authority to act in a manner and to the extent provided in the resolution of the Board of Directors and may have all the authority of the
Board of Directors, except with respect to:
(a) the approval of any action which, under the Code, also requires shareholders' approval or approval of the outstanding shares;
(b) the filling of vacancies on the Board of Directors or in any committee;
(c) the fixing of compensation of the director for serving on the Board of Directors or on any committee;
(d) the amendment or repeal of these Bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the Corporation, except at a rate, in a periodic amount or within a price range set forth in the
Articles of Incorporation or determined by the Board of Directors; and
(g) the appointment or designation of any other committee of the Board of Directors or the members thereof.
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