Apple 2007 Annual Report Download - page 141

called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law
to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor
the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as to approval of contracts
between the Corporation and any of its directors, amendment of the Articles of Incorporation, reorganization of the Corporation or winding up
the affairs of the Corporation.
5.7 Quorum
The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute
a quorum for the transaction of business. Shares shall not be counted to make up a quorum for a meeting if voting of such shares at the meeting
has been enjoined or for any reason they cannot be lawfully voted at the meeting. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
5.8 Adjourned Meetings
Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares,
the holders of which are either present in person or represented by proxy thereat, but, except as provided in Section 5.7 of these Bylaws, in the
absence of a quorum, no other business may be transacted at such meeting. When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned meeting if its time and place (or the means of electronic
transmission by and to the Corporation or electronic video screen communication, if any, by which the shareholders may participate) are
announced at the meeting at which the adjournment is taken. When a meeting is adjourned for more than forty-five (45) days or if after
adjournment a new record date is fixed for the adjourned meeting, a notice of the time and place adjourned meeting shall be given to each
shareholder of record entitled to vote at a meeting. At any adjourned meeting the shareholders may transact any business which might have been
transacted at the original meeting.
5.9 Record Date for Shareholder Notice; Voting; Giving Consents
(a) Only persons in whose names shares entitled to vote stand on the stock records of this Corporation at the close of business on the
business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held, shall be entitled to vote at such meeting. In the absence of any contrary provision in the Articles of
Incorporation or in any applicable statute relating to the election of directors or to other particular matters, each such person shall be entitled to
one vote for each share.
(b) In order that the Corporation may determine the shareholders entitled to notice of any meeting or to vote, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more
than sixty (60) days before any other action. Shareholders at the close of business on the record date are entitled to notice and to vote, as the case
may be, notwithstanding any transfer of any shares on the books or the Corporation after the record date, except as otherwise provided by in the
Articles of Incorporation or the Code.
(c) A determination of the shareholders or record entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix
a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.
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