Intel 2003 Annual Report Download - page 110

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Board of Directors to act at the meeting in the place of any such absent or disqualified member.
(d) Meetings
: Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee
or any other committee appointed pursuant to this Section 9 shall be held at such times and places as are determined by the Board of Directors,
or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular
meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be
maintained pursuant to Section 2 of Article I hereof, or at any place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by any director who is a member of such committee, upon written
notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written
notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting
of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat. A
majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be the act of such committee.
Section 10 . Emeritus Director
. The Board of Directors may, from time to time, elect one or more Emeritus
Directors, each of whom shall serve, at the pleasure of the Board, until the first meeting of the Board next following the Annual Meeting of
Stockholders and for a maximum period of 3 years, subject to an annual review, or until earlier resignation or removal by the Board (except
that founders of the company may remain as Emeritus Directors, subject to the annual review, or until earlier resignation or removal by the
Board). Emeritus Directors shall serve as advisors and consultants to the Board of Directors and may be appointed by the Board to serve as
advisors and consultants to committees of the Board. Emeritus Directors may be invited to attend meetings of the Board or any committee of
the Board for which they have been appointed to serve as advisors and consultants and, if present, may participate in the discussions occurring
during such meetings. Emeritus Directors shall not be permitted to vote on matters brought before the Board or any committee thereof and shall
not be counted for the purpose of determining whether a quorum of the Board or the committee is present. Emeritus Directors shall receive no
fee for their services as Emeritus Directors. Emeritus Directors will not be entitled to receive reimbursement for expenses of meeting
attendance, except as approved by the Chairman of the Board. Emeritus Directors may be removed at any time by the Board of Directors.
Section 11 : Emergency Bylaws
. In the event of any emergency, disaster or catastrophe, as referred to in Section 110
of the Delaware General Corporation Law, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a
standing committee of the Board cannot readily be convened for action, then the director or directors in attendance at the meeting shall
constitute a quorum. Such director or directors in attendance may further take action to appoint one or more
11.