Apple 2007 Annual Report Download - page 142

(d) If the Board of Directors does not so fix a record date:
(i) the record date for determining shareholder entitled to notice of or to vote at a meeting of shareholders shall be 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; and
(ii) the record date for determining shareholders entitled to given consent to corporate action in writing without a meeting (1) when
no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given, or (2) when prior
action by the Board of Directors has been taken, shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth (60
th
) day prior to the date of such other action, whichever is later.
5.10 Action by Written Consent
(a) Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted.
(b) If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall give prompt notice of any
corporate action approved by the shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote
who have not consented in writing. Such notice shall be given in the manner specified in Section 5.5 of these Bylaws and applicable law.
(c) In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Code, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the
Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the Corporation pursuant to Section 1900 of the Code or (v) a
distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, pursuant to Section 2007 of the Code, the
notice shall be given at least ten (10) days before the consummation of any action authorized by that approval, unless the consents of all
shareholders entitled to vote have been solicited in writing.
(d) When written consents are given with respect to any shares, they shall be given by and accepted from the persons in whose names such
shares stand on the books of the Corporation at the time such respective consents are given, or any shareholder's proxy holder, or a transferee of
the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the
Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the
Secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary.
(e) Notwithstanding anything to the contrary, directors may not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors; provided that the shareholders may elect a director to fill a vacancy not filled by the Board of
Directors, other than a vacancy creased by removal, by the written consent of a majority of the outstanding shares entitled to vote.
5.11 Election of Directors
In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to
the number of directors to be elected by such shares are elected; votes against the directors and votes withheld with respect to the election of the
directors shall
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