Intel 2003 Annual Report Download - page 104

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a person or persons authorized to act for the stockholder or proxyholder, and (b) the date on which such stockholder or proxyholder or
authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. Except to the extent and in the manner
authorized by the Board of Directors, no consent given by telegram, cablegram or other electronic transmission shall be deemed to have been
delivered until such consent is reproduced in paper form and until such paper form shall be delivered 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. Delivery made to the corporation’
s registered office shall be made by hand or by
certified or registered mail, return receipt requested.
(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction
shall be a complete reproduction of the entire original writing.
(d) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled
to notice of the meeting if the record date of such meeting had been the date that written consents signed by a sufficient number of stockholders
to take the action were delivered to the corporation in the manner required by this section.
Section 9 . Nominations and Stockholder Business .
(a) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporation’
s notice of meeting, (b) by or
at the direction of the Board of Directors, or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of
notice provided for in this Section 9, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this
Section 9.
(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this
Section 9, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and such business must be a
proper subject for stockholder action under the Delaware General Corporation Law. To be timely, a stockholder’
s notice 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 less than 45 days nor more than 120 days prior to the date on which the corporation first mailed its proxy materials for the prior
year
’s annual meeting of stockholders; provided, however, that in the event that the
5.