Apple 2007 Annual Report Download - page 144

or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (l) or three (3). If
inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (l) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall,
appoint a person to fill that vacancy. These inspectors shall:
(a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;
(b) receive votes, ballots, or consents;
(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
5.14 Advance Notice of Shareholder Proposals and Director Nominations
Shareholders may nominate one or more persons for election as directors at a meeting of shareholders or propose business to be brought
before a meeting of shareholders, or both, only if such shareholder has given timely notice in proper written form of such shareholder's intent to
make such nomination or nominations or to propose such business. To be timely, a shareholder's notice must be received by the Secretary not
later than sixty (60) days prior to such meeting; provided, however, that in the event less than seventy (70) days' notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of
business on the tenth (10
th
) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was
made. To be in proper written form a shareholder's notice to the Secretary shall set forth (a) the name and address of the shareholder who intends
to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be
proposed, (b) a representation that the shareholder is a holder of record of shares of the Corporation that intends to vote such shares at such
meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (c) if
applicable, a description of all arrangements or understandings between the shareholder and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (d) such other information
regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement
filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission pursuant to the Exchange Act had the nominee been
nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed, by the Board of Directors and (e) if applicable,
the consent of each nominee as director of the Corporation if so elected. The chairman of a meeting of shareholders may refuse to acknowledge
the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.
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