Best Buy 2009 Annual Report Download - page 92

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conversion rights, sinking or purchase fund rights or other privileges as the Board of Directors may establish, fix or
determine.
ARTICLE VI
BOARD ACTION
WITHOUT A MEETING
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting
by written action signed by a majority of the Board of Directors then in office, except as those matters which require
shareholder approval, in which case the written action shall be signed by all members of the Board of Directors then in
office.
ARTICLE VII
CUMULATIVE VOTING
No shareholder of this corporation shall be entitled to any cumulative voting rights.
ARTICLE VIII
PREFERENTIAL RIGHTS
No shareholder of this corporation shall have any preferential, pre-emptive, or other rights of subscription to any
shares of any class or series of stock of this corporation allotted or sold or to be allotted or sold whether now or
hereafter authorized, or to any obligations or securities convertible into any class or series of stock of this corporation.
ARTICLE IX
REGULATION OF CERTAIN EVENTS
Section 1. Definitions. As used in this Article IX (and, in some cases, Article X, hereof) the following terms and
phrases shall have the respective meanings hereinafter set forth.
(a) The term ‘‘Affiliate’’ means a Person that directly or indirectly Controls, is Controlled by, or is under common
Control with, a specified Person.
(b) The term ‘‘Associate,’’ when used to indicate a relationship with any Person, means any of the following:
(1) any organization of which the Person is an officer or partner or is, directly or indirectly, the Beneficial
Owner of ten percent (10%) or more of any class or series of shares entitled to vote or other equity interest; or
(2) any trust or estate in which the Person has a substantial beneficial interest or as to which the Person
serves as trustee or executor or in a similar fiduciary capacity; or
(3) any relative or spouse of the Person, or any relative of the spouse, residing in the home of the Person.
(c) ‘‘Beneficial Owner,’’ when used with respect to shares or other securities, includes, but is not limited to, any
Person who, directly or indirectly, through any written or oral agreement, arrangement, relationship, understanding or
otherwise, has or shares the power to vote, or direct the voting of, the shares or securities or has or shares the power
to dispose of, or direct the disposition of, the shares or securities, except that:
(1) a Person shall not be deemed the Beneficial Owner of shares or securities tendered pursuant to a tender
or exchange offer made by the Person or any of the Person’s Affiliates or Associates until the tendered shares or
securities are accepted for purchase or exchange; and
C-2