Apple 2007 Annual Report Download - page 146

indemnification of directors), the Articles of Incorporation or other applicable law. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required
quorum for such meeting.
6.6 Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting
is adjourned for over twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of adjournment.
6.7 Waiver and Notice of Consent
Notice of a meeting need not be given to a director who provides a waiver of notice or a consent to holding the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the meeting.
6.8 Action without a Meeting
Any action required or permitted by law to be taken by the Board of Directors may be taken without a meeting, if all members of the Board
of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes
of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such
directors.
6.9 Committees
The provisions of this Article VI also apply to committees of the Board of Directors and action by such committees, mutatis mutandis.
ARTICLE VII
GENERAL MATTERS
7.1 Record Date for Purposes Other than Notice and Voting
For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders' meeting or action
by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the
dividend, distribution or allotment or rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books
of the Corporation after the record date, except as otherwise provided for in the Articles of Incorporation or the Code.
7.2 Instruments in Writing
All checks, drafts, other orders for payments of money, notes or other evidences of indebtedness of the Corporation, and all written
contracts of the Corporation, shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time
designate. No officer, agent, or employee of the Corporation shall have the power to bind the Corporation by contract or otherwise unless
authorized to do so by these Bylaws or by the Board of Directors.
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