Apple 2007 Annual Report Download - page 143

have no legal effect. Elections of directors need not be by ballot except upon demand made by a shareholder at the meeting and before the voting
begins.
5.12 Proxies
(a) Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a
written proxy executed by such person or such person's duly authorized agent and filed with the Secretary. No proxy shall be valid (a) after
revocation thereof, unless the proxy is specifically made irrevocable and otherwise conforms to this Section 5.12 and applicable law, or (b) after
the expiration of eleven (11) months from the date thereof, unless the person executing it specifies therein the length of time for which such
proxy is to continue in force. Revocation may be effected by a writing delivered to the Secretary stating that the proxy is revoked or by a
subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy. A proxy is not revoked
by the death or incapacity of the maker unless, before the vote is counted, a written notice of such death or incapacity is received by the
Corporation.
(b) A proxy which states that it is irrevocable is irrevocable for the period specified therein when it is held by any of the following or a
nominee of any of the following: (i) a pledgee, (ii) a person who has purchased or agreed to purchase or holds an option to purchase the shares or
a person who has sold a portion of such person's shares in the Corporation to the maker of the proxy, (iii) a creditor or creditors of the
Corporation or the shareholder who extended or continued credit to the Corporation or the shareholder in consideration of the proxy if the proxy
states that it was given in consideration of such extension or continuation of credit and the name of the person extending or continuing the credit,
(iv) a person who has contracted to perform services as an employee of the Corporation, if a proxy is required by the contract of employment and
if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment
contracted for, (v) a person designated by or under a close corporation shareholder agreement or a voting trust agreement. In addition, a proxy
may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of
events which, by its terms, discharge the obligation secured by it.
Notwithstanding the period of irrevocability specified, the proxy becomes revocable when the pledge is redeemed, the option or agreement
to purchase is terminated or the seller no longer owns any shares of the Corporation or dies, the debt of the Corporation or the shareholder is
paid, the period of employment provided for in the contract of employment has terminated or the close corporation shareholder agreement or the
voting trust agreement has terminated. In addition, a proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of
shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability appears on the certificate
representing such shares or, in the case of uncertificated shares, on the initial transaction statement and written statements. Every form of proxy
or written consent, which provides an opportunity to specify approval or disapproval with respect to any proposal, shall also contain an
appropriate space marked "abstain", whereby a shareholder may indicate a desire to abstain from voting his or her shares on the proposal. A
proxy marked "abstain" by the shareholder with respect to a particular proposal shall not be voted either for or against such proposal. In any
election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a
shareholder "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be
voted either for or against the election of a director.
5.13 Inspectors of Elections
Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of
election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of
any shareholder
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