Intel 2001 Annual Report Download - page 27

stockholders at which directors are to be elected pursuant to the corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this section,
who is entitled to vote at the meeting and who complies with the notice procedures set forth in this section. Nominations by stockholders of
persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder's notice required by this
section shall be delivered to the Secretary at the principal executive offices of the corporation (if delivered by electronic mail or facsimile, the
stockholder's notice shall be directed to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the
company's most recent proxy statement) not earlier than the 120th day prior to such special meeting and not later than the close of business on
the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
(e) Only those persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as
directors at any meeting of stockholders. Only such business shall be conducted at a meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this section. The chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this
section and, if any proposed nomination or business is not in compliance with this section, to declare that such defective proposal shall be
disregarded.
(f) For purposes of this section, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
5
document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 9, 13, 14 or 15(d) of the
Exchange Act.
(g) Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 9. Nothing in this Section 9 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.
ARTICLE III
Directors
Section 1. Number and Term of Office. The number of directors which shall constitute the whole of the Board of Directors shall be
eleven (11). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in Section 3
of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual
meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until
their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have
been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that
purpose in the manner provided in these Bylaws.
Section 2. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by or under
the direction of the Board of Directors.
Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so
elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant, and until his successor shall have
been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death,
removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including
any meeting referred to in Section 4 below) to elect the number of directors then constituting the whole Board.
Section 4. Resignations and Removals.
(a) Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will
be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it
shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for
the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.
(b) Except as provided in Section 141 of the Delaware General Corporation Law, at a special meeting of stockholders called for the