Intel 2001 Annual Report Download - page 31

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10
ARTICLE VI
Shares of Stock
Section 1. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is
consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President
or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in
Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety
bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. Transfers. Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders
thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly
endorsed.
Section 4. Fixing Record Dates.
(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
11
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by
the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be
taken is delivered (a) to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of stockholders are recorded, or (b) directly to the corporation, if
authorized by the Board of Directors in the case of consents submitted by electronic transmission. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in