UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: September 8, 2004
(Date of earliest event reported)
INTEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-06217 94-1672743
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
2200 Mission College Blvd., Santa Clara, CA 95052-8119
(Address of Principal Executive Offices and Zip Code)
(408) 765-8080
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))
Item Amendment to Articles of Incorporation or Bylaws;
5.03 Change in Fiscal Year
On September 8, 2004, the Board of Directors of
Intel Corporation (the "Company") approved an
amendment and restatement to the Company's Bylaws,
which revised a number of provisions for general
updating purposes. The title of "Chief Executive
Officer" was added to lists throughout the Bylaws
referring to senior executives authorized to take
certain actions, and replaced the title of
"President" as the officer granted certain authority
along with the Chairman of the Board. Several
revisions were made throughout the Bylaws and, in
particular, in Articles IV and V, to clarify the
tenure and duties of Board-elected and other
appointed officers. Article IV was also revised to
incorporate temporary officer succession provisions
for use in the event of a specified officer being
kidnapped, missing, dead, deemed by his or her
manager to be incapacitated and unable to
appropriately perform his or her duties, or in any
other case where such officer vacates his or her
office, in the absence of any alternative
resolutions on temporary succession which may be
adopted by the Board of Directors from time to time.
The temporary officer succession provisions in the
Bylaws are consistent with and supersede a
previously adopted Board resolution addressing
officer succession.
Several other miscellaneous provisions were revised
to properly reflect current practices of the Company
and the Board. For example, Article II, Section 8 of
the former Bylaws, which allowed stockholder action
by written consent if not otherwise prohibited, was
deleted, as the Company's Certificate of
Incorporation provides that the stockholders may
only act at meetings and may not act by written
consent. Conforming changes were made throughout
the bylaws to remove references to actions by the
stockholders by written consent. In addition,
Article III regarding Directors was revised to
delete the provision requiring a meeting of the
Board to be held immediately after the annual
stockholders' meeting; to allow the Chief Executive
Officer, in addition to the Chairman of the Board or
any two directors, to call special meetings of the
Board of Directors; and to delete the reference to
per-meeting fees in the section on Board
compensation.
Item Financial Statements and Exhibits
9.01
(c) Exhibits.
The following exhibits are filed as part of this
Report:
Exhibit Description
Number
3.1 Intel Corporation Bylaws as amended and restated on
September 8, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: September 14, 2004 INTEL CORPORATION
(Registrant)
By: /s/ Patrice C. Scatena
------------------------
Patrice C. Scatena
Assistant Secretary
Exhibit 3.1
INTEL CORPORATION
BYLAWS
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of
Wilmington, County of New Castle.
Section 2. Other Offices. The corporation shall also have
and maintain an office or principal place of business at 2200
Mission College Boulevard, Santa Clara, County of Santa Clara,
State of California, and may also have offices at such other
places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
Stockholders' Meetings
Section 1. Place of Meetings.
(a) Meetings of the stockholders of the corporation shall
be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of
Directors, or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 2 of
Article I hereof.
(b) The Board of Directors may, in its sole discretion,
determine that stockholder meetings shall not be held at any
place, but may instead be held solely by means of remote
communication in accordance with Section 211(a)(2) of the
Delaware General Corporation Law. If authorized by the Board of
Directors in its sole discretion, and subject to such guidelines
and procedures as the Board of Directors may adopt, stockholders
and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication (a)
participate in a meeting of stockholders; and (b) be deemed
present in person and vote at a meeting of stockholders whether
such meeting is to be held at a designated place or solely by
means of remote communication, provided that (i) the corporation
shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder; (ii) the
corporation shall implement reasonable measures to provide such
stockholders and proxy holders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to
the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such
proceedings; and (iii) if any stockholder or proxyholder votes or
takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be
maintained by the corporation.
Section 2. Annual Meetings. The annual meetings of the
stockholders of the corporation for the purpose of election of
directors, and for such other business as may lawfully come
before them, shall be held on such date and at such time as may
be designated from time to time by the Board of Directors, but in
no event more than fifteen (15) months after the date of the
preceding annual meeting.
Section 3. Special Meetings. Special meetings of the
stockholders of the corporation may be called, for any purpose or
purposes, by the Chairman of the Board or the Chief Executive
Officer or the Board of Directors at any time.
Section 4. Notice of Meetings.
(a) Except as otherwise provided by law or the Certificate
of Incorporation, written notice (as the term "written" is
defined in Article XII hereof) of each meeting of stockholders,
specifying the place, if any, date and hour of the meeting; the
means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at
such meeting; and the purpose or purposes of the meeting, shall
be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to
vote thereat, directed to the stockholders in accordance with the
procedures set forth in Article X hereof. Notice shall be deemed
to have been given to all stockholders of record who share an
address if notice is given in accordance with the "householding"
rules set forth in Rule 14a-3(e) under the Securities Exchange
Act of 1934, as amended ("Exchange Act").
(b) If at any meeting action is proposed to be taken which,
if taken, would entitle stockholders fulfilling the requirements
of Section 262(d) of the Delaware General Corporation Law to an
appraisal of the fair value of their shares, the notice of such
meeting shall contain a statement of that purpose and to that
effect and shall be accompanied by a copy of that statutory
section.
(c) When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place, if any, thereof, and the means of remote communications,
if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, are announced at
the meeting at which the adjournment is taken unless the
adjournment is for more than thirty days, or unless after the
adjournment a new record date is fixed for the adjourned meeting,
in which event a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.
(d) Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after
such meeting, and to the extent permitted by law, will be waived
by any stockholder by his attendance thereat, in person or by
proxy. Any stockholder so waiving notice of such meeting shall
be bound by the proceedings of any such meeting in all respects
as if due notice thereof had been given.
(e) Unless and until voted, every proxy shall be revocable
at the pleasure of the person who executed it or of his legal
representatives or assigns, except in those cases where an
irrevocable proxy permitted by statute has been given.
Section 5. Quorum and Voting.
(a) At all meetings of stockholders, except where otherwise
provided by law, the Certificate of Incorporation or these
Bylaws, the presence, in person or by proxy duly authorized, of
the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum for the transaction of
business. Shares, the voting of which at said meeting have been
enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at said
meeting. In the absence of a quorum, any meeting of stockholders
may be adjourned, from time to time, by vote of the holders of a
majority of the shares represented thereat, but no other business
shall be transacted at such meeting. At such adjourned meeting
at which a quorum is present or represented, any business may be
transacted which might have been transacted at the original
meeting. The stockholders present at a duly called or convened
meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
(b) Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of
a majority of the voting power represented at any meeting at
which a quorum is present shall be valid and binding upon the
corporation.
Section 6. Voting Rights.
(a) Except as otherwise provided by law, only persons in
whose names shares entitled to vote stand on the stock records of
the corporation on the record date for determining the
stockholders entitled to vote at a meeting shall be entitled to
vote at such meeting. Shares standing in the names of two (2) or
more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one
(1) of such persons is present in person or represented by proxy,
such person shall have the right to vote such shares and such
shares shall be deemed to be represented for the purpose of
determining a quorum.
(b) Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly
authorized agent, which proxy shall be filed with the Secretary
of the corporation at or before the meeting at which it is to be
used. Said proxy so appointed need not be a stockholder. No
proxy shall be voted on after three (3) years from its date
unless the proxy provides for a longer period.
Section 7. List of Stockholders. The officer who has
charge of the stock ledger of the corporation shall prepare and
make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at said
meeting, arranged in alphabetical order, showing the address of
and the number of shares registered in the name of each
stockholder. Nothing contained in Section 219 of the Delaware
General Corporation Law shall require the corporation to include
electronic mail addresses or other electronic contact information
on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period
of at least ten (10) days prior to the meeting, either (a) on a
reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with
the notice of the meeting, or (b) during ordinary business hours,
at the principal place of business of the corporation. In the
event that the corporation determines to make the list available
on an electronic network, the corporation may take reasonable
steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at
a place, the list shall be produced and kept at the time and
place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. If the meeting is
to be held solely by means of remote communication, the list
shall also be open to the examination of any stockholder during
the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such
list shall be provided with the notice of the meeting.
Section 8. 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 forty-five (45) days
nor more than one hundred twenty (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 date of the annual meeting is advanced
by more than thirty (30) days or delayed (other than as a result
of adjournment) by more than thirty (30) days from the
anniversary of the previous year's annual meeting, notice by the
stockholder to be timely must be delivered not later than the
close of business on the later of the sixtieth (60th) day prior
to such annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first
made. Such stockholder's notice shall set forth (a) as to each
person whom the
stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (b) as to any
other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owners if any on whose
behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's
books, and of such beneficial owner, and (ii) the class and
number of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.
(c) Notwithstanding anything in this Section 9 to the
contrary, in the event that the number of directors to be elected
to the Board of Directors of the corporation is increased and
there is no public announcement specifying the size of the
increased Board of Directors made by the corporation at least
seventy (70) days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
Section 9 shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business
on the tenth (10th) day following the day on which such public
announcement is first made by the corporation.
(d) Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may
be made at a special meeting of 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 one hundred twentieth (120th) day prior to such
special meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such special meeting or
the tenth (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 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 (1) 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 purpose in the manner hereinabove provided, the
Board of Directors, or any individual director, may be removed
from office, with or without cause, and a new director or
directors elected by a vote of stockholders holding a majority of
the outstanding shares entitled to vote at an election of
directors.
Section 5. Meetings.
a) Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of
the corporation required to be maintained pursuant to Section 2
of Article I hereof. Regular meetings of the Board of Directors
may also be held at any place within or without the State of
Delaware which has been designated by resolutions of the Board of
Directors or the written consent of all directors. Notice of
regular meetings of the directors is hereby dispensed with and no
notice whatever of any such meetings need be given.
(b) Special meetings of the Board of Directors may be held
at any time and place within or without the State of Delaware
whenever called by the Chairman of the Board, or by the Chief
Executive Officer (if a director) or by any two of the directors.
(c) Written notice of the time and place of all special
meetings of the Board of Directors shall be delivered to each
director at least twenty-four (24) hours before the start of the
meeting, or if sent by first class mail, at least seventy-two
(72) hours before the start of the meeting. Notice of any
meeting may be waived in writing
at any time before or after the meeting and will be waived by any
director by attendance thereat.
Section 6. Quorum and Voting.
(a) A quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time
in accordance with Section 1 of Article III of these Bylaws, but
not less than one (1); provided, however, at any meeting whether
a quorum be present or otherwise, a majority of the directors
present may adjourn from time to time until the time fixed for
the next regular meeting of the Board of Directors, without
notice other than by announcement at the meeting.
(b) At each meeting of the Board at which a quorum is
present, all questions and business shall be determined by a vote
of a majority of the directors present, unless a different vote
be required by law, the Certificate of Incorporation or these
Bylaws.
(c) Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of
conference telephone or other communication equipment by means of
which all persons participating in the meeting can hear each
other, and participation in a meeting by such means shall
constitute presence in person at such meeting.
(d) The transactions of any meeting of the Board of
Directors, or any committee thereof, however called or noticed,
or wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum be present
and if, either before or after the meeting, each of the directors
not present shall deliver to the corporation a written waiver of
notice, or a consent to holding such meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 7. Action Without Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws,
any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or of such
committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of
proceedings of the Board or committee. Such filing shall be in
paper form if the minutes are maintained in paper form or shall
be in electronic form if the minutes are maintained in electronic
form.
Section 8. Fees and Compensation. Directors may receive
compensation for their services as directors as determined from
time to time by the Board of Directors. Nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee
or otherwise, and receiving compensation therefor.
Section 9. Committees.
(a) Executive Committee: The Board of Directors may
appoint an Executive Committee of not less than one (1) member,
each of whom shall be a director. The Executive Committee, to
the extent permitted by Delaware law, these Bylaws, the Executive
Committee Charter or other resolutions of the Board of Directors,
shall have and may exercise, when the Board of Directors is not
in session, all powers of the Board of Directors in the
management of the business and affairs of the corporation,
including, without limitation, the power and authority to declare
a dividend or to authorize the issuance of stock, except such
committee shall not have the power or authority to (a) approve or
adopt, or recommend to the corporation's stockholders, any action
or matter expressly required by the Delaware General Corporation
Law to be submitted to stockholders for approval, or (b) adopt,
amend or repeal any bylaw of the corporation.
(b) Other Committees: The Board of Directors may appoint
such other committees as may be permitted by law. Such other
committees appointed by the Board of Directors shall have such
powers and perform such duties as may be prescribed by the
resolution or resolutions creating such committee, but in no
event shall any such committee have the powers denied to the
Executive Committee in these Bylaws.
(c) Term: The members of all committees of the Board of
Directors shall serve a term coexistent with that of the Board of
Directors which shall have appointed such committee. The Board,
subject to the provisions of subsections (a) or (b) of this
Section 9, may at any time increase or decrease the number of
members of a committee or terminate the existence of a committee;
provided that no committee shall consist of less than one (1)
member. The membership of a committee member shall terminate on
the date of his death or voluntary resignation, but the Board may
at any time for any reason remove any individual committee member
and the Board may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the
committee. The Board of Directors may designate one (1) or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee, and, in addition, in the absence or disqualification
of any member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not the member or members constitutes a quorum, may
unanimously appoint another member of the 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 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 (1) 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 three (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 a meeting shall constitute a quorum. Such director
or directors in attendance may further take action to appoint one
(1) or more of themselves or other directors to membership on any
standing or temporary committees of the Board as they shall deem
necessary and appropriate.
ARTICLE IV
Officers
Section 1. Officers Designated.
(a) The officers of the corporation elected by the Board of
Directors shall be a Chairman of the Board of Directors, who
shall be a member of the Board of Directors, a Chief Executive
Officer, a President, one (1) or more Vice Presidents, a
Secretary, a Chief Financial Officer and a Treasurer and such
other officers as the Board
of Directors may deem expedient, and such officers shall be
elected in such manner and hold their offices for such terms as
the Board of Directors may prescribe. The Board of Directors may
assign such additional titles to one (1) or more of the officers
as they shall deem appropriate. Any one (1) person may hold any
number of offices of the corporation at any one time unless
specifically prohibited therefrom by law. The Board of Directors
may from time to time, in its discretion, assign titles, powers,
duties and reporting arrangements for any elected officer. Any
office of the corporation may be left vacant from time to time at
the discretion of the Board of Directors. The salaries and other
compensation of the officers of the corporation shall be fixed by
or in the manner designated by the Board of Directors.
(b) In addition to the officers elected by the Board of
Directors in accordance with Section 1(a), the corporation may
have one or more appointed Vice-Presidents, Fellows, Assistant
Secretaries, Assistant Treasurers or other officers, who shall
also be officers of the corporation (each an "Appointed
Officer"). Any Appointed Officer may be appointed by the
Chairman of the Board or the Chief Executive Officer. The
Chairman of the Board or the Chief Executive Officer may from
time to time, in his or her discretion, assign powers, duties,
scope of job responsibilities and reporting arrangements for any
Appointed Officer. Any such Appointed Officer shall have such
title, powers and duties as the person(s) appointing such
Appointed Officer may determine, consistent with Section 2 of
this Article.
Section 2. Tenure, Succession and Duties of Officers.
(a) Tenure: All officers shall hold office at the pleasure
of the Board of Directors and until their successors shall have
been duly elected and qualified, unless sooner removed. Any
officer elected by the Board of Directors may be removed at any
time by the Board of Directors. If the office of any elected
officer becomes vacant for any reason, the vacancy may be left
vacant or be filled by the Board of Directors. Any Appointed
Officer may be removed at any time by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer. If the
office of any Appointed Officer becomes vacant for any reason,
the vacancy may be left vacant or be filled by the Chairman of
the Board or the Chief Executive Officer. Nothing in these
Bylaws shall be construed as creating any kind of contractual
right to employment with the corporation.
(b) Succession: In the absence of a resolution of the Board
of Directors specifying another order of succession, in cases
where a corporate officer, as listed below, shall be kidnapped,
missing, dead, deemed by his or her manager to be incapacitated
and unable to appropriately perform his or her duties, or in any
other case where such officer vacates his or her office
(individually a "Corporate Absence") such corporate officer's
powers and duties shall be performed as follows:
(i) Succession of the Chairman of the Board: In any
case of Corporate Absence with regard to the Chairman of the
Board, the Board of Directors shall meet promptly to consider
whether to confer the title, powers and duties of the Chairman of
the Board of Directors on another member of the Board of
Directors.
(ii) Succession of the Chief Executive Officer: In
any case of Corporate Absence with regard to the Chief Executive
Officer, the Board of Directors shall meet promptly to confer the
title, powers and duties of the Chief Executive Officer on
another elected officer or officers. Until the Board of
Directors takes such action, the President shall exercise all the
power and perform all the duties of the Chief Executive Officer.
(iii) Succession of the President: In any case of
Corporate Absence with regard to the President, the Board of
Directors shall meet promptly to confer the title, powers and
duties of the President on another officer or officers. Until
the Board of Directors takes such action, the Chief Executive
Officer (or if there is no separate Chief Executive Officer at
such time, the Chief Financial Officer) shall exercise all power
and perform all the duties of the President.
(iv) Succession of the Chief Financial Officer: In any
case of Corporate Absence with regard to the Chief Financial
Officer, the Chairman of the Board or the Chief Executive
Officer may direct the Vice President, Director of Corporate
Finance to assume and perform the duties of the Chief Financial
Officer, and the Vice President, Director of Corporate Finance
shall perform such other duties and have such other powers as the
Board of Directors, the Chairman of the Board or the Chief
Executive Officer shall designate from time to time.
(v) Succession of the Treasurer: In any case of
Corporate Absence with regard to the Treasurer, the Chairman of
the Board or the Chief Executive Officer may direct any Assistant
Treasurer to assume and perform the duties of the Treasurer, and
each Assistant Treasurer shall perform such other duties and have
such other powers as the Board of Directors, the Chairman of the
Board or the Chief Executive Officer shall designate from time to
time.
(vi) Succession of the Vice President, General
Counsel: In any case of Corporate Absence with regard to the
Vice President, General Counsel, the Chairman of the Board or the
Chief Executive Officer may direct the Vice President, Deputy
General Counsel (or if there is no Vice President, Deputy General
Counsel any member of the Vice President, General Counsel's
direct staff) to assume and perform the duties of the Vice
President, General Counsel, and the Vice President, Deputy
General Counsel (or such other direct staff member) shall perform
such other duties and have such other powers as the Board of
Directors, the Chairman of the Board or the Chief Executive
Officer shall designate from time to time.
(vii) Succession of the Secretary: In any case of
Corporate Absence with regard to the Secretary, the Chairman of
the Board or the Chief Executive Officer may direct any Assistant
Secretary to assume and perform the duties of the Secretary, and
each Assistant Secretary shall perform such other duties and
shall have such other powers as the Board of Directors, the
Chairman of the Board or the Chief Executive Officer shall
designate from time to time.
(c) Duties: The officer(s) bearing the titles set forth
below shall have the powers and duties set forth below unless
otherwise determined by the Board of Directors.
(i) Duties of the Chairman of the Board of Directors:
The Chairman of the Board of Directors shall preside at all
meetings of the stockholders and the Board of Directors, unless
the Board of Directors determines otherwise. The Chairman of the
Board of Directors shall perform such other duties and have such
other powers as the Board of Directors shall designate from time
to time.
(ii) Duties of the Chief Executive Officer: The Chief
Executive Officer shall, subject to the oversight of the Board of
Directors, have general supervision, direction and control of the
business and the officers, employees and agents of the
corporation. In the absence of the Chairman of the Board, the
Chief Executive Officer, if such officer is a director, shall
preside at all meetings of the Board of Directors, unless the
Board of Directors determines otherwise. The Chief Executive
Officer shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to
time.
(iii) Duties of President: Subject to the oversight
of the Board of Directors and the supervision, control and
authority of the Chief Executive Officer, the President shall
have general supervision, direction and control of the business
and the officers, employees and agents of the corporation. The
President shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to
time.
(iv) Duties of Vice Presidents & Fellows: The Vice
Presidents (whether elected by the Board of Directors or
appointed by the Chairman of the Board or the Chief Executive
Officer) and Fellows shall have the powers and perform the duties
that pertain to, or relate to, such Vice President's or Fellow's
designated job or business function and shall have such other
powers and perform such other duties as the Board of Directors,
the Chairman of the Board or the Chief Executive Officer shall
designate from time to time.
(v) Duties of Secretary: The Secretary shall attend
all meetings of the stockholders and of the Board of Directors
and any committee thereof, and shall record all acts and
proceedings thereof in the minute book of the corporation and
shall keep the seal of the corporation in safe custody. The
Secretary shall give notice, in conformity with these Bylaws, of
all meetings of the stockholders, and of all meetings of the
Board of Directors and any Committee thereof requiring notice.
The Secretary shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to
time. It shall be the duty of the Assistant Secretaries to
assist the Secretary in the performance of the Secretary's powers
and duties and generally to have such other powers and perform
such other duties as may be delegated to them by the Board of
Directors, the Chairman of the Board or the Chief Executive
Officer.
(vi) Duties of Chief Financial Officer and Treasurer:
Each of the Chief Financial Officer and the Treasurer shall
control, audit and arrange the financial affairs of the
corporation, consistent with the responsibilities delegated to
each of them by the corporation's Chief Executive Officer or
President. The Chief Financial Officer or Treasurer, as the case
may be, shall receive and deposit all monies belonging to the
corporation and shall pay out the same only in such manner as the
Board of Directors may from time to time determine, and shall
have such other powers and perform such other duties as the Board
of Directors may require. It shall be the duty of the Assistant
Treasurers to assist the Treasurer in the performance of the
Treasurer's powers and duties and generally to have such other
powers and perform such other duties as may be delegated to them
by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.
ARTICLE V
Execution of Corporate Instruments, and
Voting of Securities Owned by the Corporation
Section 1. Execution of Corporate Instruments.
(a) The Board of Directors may, in its discretion,
determine the method and designate the signatory officer or
officers, or other person or persons, to execute any corporate
instrument or document, or to sign the corporate name without
limitation, except where otherwise provided by law, and such
execution or signature shall be binding upon the corporation.
(b) Unless otherwise specifically determined by the Board
of Directors or otherwise required by law or these Bylaws, formal
contracts of the corporation, promissory notes, deeds of trust,
mortgages and other evidences of indebtedness of the corporation
and other corporate instruments or documents shall be executed,
signed or endorsed by the Chairman of the Board, the Chief
Executive Officer, the President or the Secretary, or by any Vice
President or any Fellow (only with regard to such corporate
instruments that pertain to or relate to such Vice President's or
Fellow's job or business function).
(c) All checks and drafts drawn on banks or other
depositaries on funds or assets to the credit of the corporation,
or in special accounts of the corporation, shall be signed by
such person or persons as are authorized by the Board of
Directors.
Section 2. Execution and Voting of Securities Owned by
Corporation. All stock and other securities of other
corporations owned or held by the corporation for itself, or for
other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors or, in the
absence of such authorization, by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer or the Secretary. Certificates for shares
of stock or other securities owned by the corporation shall be
executed, signed or endorsed by the person authorized so to do by
resolution
of the Board of Directors or, in the absence of such
authorization, by the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, the
Treasurer, or the Secretary.
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, or
by the Chief Executive Officer, 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 (60) nor less than ten (10) 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 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 receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, 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, and which record
date shall be not more than sixty (60) days prior to such action.
If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
Other Securities of the Corporation
All bonds, debentures and other corporate securities of the
corporation, other than stock certificates, may be signed by the
Chairman of the Board or the Chief Executive Officer or the
President or any Vice President or such other person as may be
authorized by the Board of Directors and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon
and attested by the signature of the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer; provided, however, that where any such bond, debenture
or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such
bond, debenture or other corporate security shall be issued, the
signature of the persons signing and attesting the corporate seal
on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or Assistant Treasurer of the
corporation, or such other person as may be authorized by the
Board of Directors, or bear imprinted thereon the facsimile
signature of such person. In case any officer who shall have
signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon,
shall have ceased to be such officer of the corporation before
the bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation
and issued and delivered as though the person who signed the same
or whose facsimile signature shall have been used thereon had not
ceased to be such officer of the corporation.
ARTICLE VIII
Corporate Seal
The corporation shall have a common seal, upon which shall
be inscribed:
"Intel Corporation
Incorporated March 1, 1989
Delaware"
In the event the corporation changes its name, the corporate
seal shall be changed to reflect such new name. Any corporate
instrument or document requiring the corporate seal may be
executed as provided in Article V of these Bylaws, and the
corporate seal shall be applied by the Secretary or any Assistant
Secretary.
ARTICLE IX
Indemnification of
Officers, Directors, Employees and Agents
Section 1. Right to Indemnification. Each person who was
or is a party or is threatened to be made a party to or is
involved (as a party, witness, or otherwise), in any threatened,
pending, or completed action, suit, arbitration, alternative
dispute mechanism, inquiry, administrative or legislative
hearing, investigation or any other actual, threatened or
completed proceeding, including any and all appeals, whether
civil, criminal, administrative, or investigative (hereinafter a
"Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director, officer, employee, or agent of the corporation
(including service with respect to employee benefit plans) or is
or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation
or of a partnership, joint venture, trust, or other enterprise,
whether the basis of the Proceeding is alleged action in an
official capacity as a director, officer, employee, or agent or
in any other capacity while serving as a director, officer,
employee, or agent (hereafter an "Agent"), shall be indemnified
and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended or interpreted (but, in the
case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits the corporation to
provide broader indemnification rights than were permitted prior
thereto) against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereon, and any
federal, state, local, or foreign taxes imposed on any Agent as a
result of the actual or deemed receipt of any payments under this
Article) reasonably incurred or suffered by such person in
connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of
the foregoing in, any Proceeding (hereinafter "Expenses");
provided, however, that except as to actions to enforce
indemnification rights pursuant to Section 3 of this Article, the
corporation shall indemnify any Agent seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such
person only if the Proceeding (or part thereof) was authorized by
the Board of Directors of the corporation. The right to
indemnification conferred in this Article shall be a contract
right.
Section 2. Authority to Advance Expenses. Expenses
incurred by an officer or director (acting in his capacity as
such) in defending a Proceeding shall be paid by the corporation
in advance of the final disposition of such Proceeding, provided,
however, that if required by the Delaware General Corporation
Law, as amended, such Expenses shall be advanced only upon
delivery to the corporation of an undertaking by or on behalf of
such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article or
otherwise. Expenses incurred by other Agents of the corporation
(or by the directors or officers not acting in their capacity as
such, including service with respect to employee benefit plans)
may be advanced upon such terms and conditions as the Board of
Directors deems appropriate. Any obligation to reimburse the
corporation for Expense advances shall be unsecured and no
interest shall be charged thereon.
Section 3. Right of Claimant to Bring Suit. If a claim
under Section 1 or 2 of this Article is not paid in full by the
corporation within thirty (30) days after a written claim has
been received by the corporation, the claimant may at any time
thereafter bring suit, in a court of competent jurisdiction in
the state of Delaware, against the corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending a Proceeding
in advance of its final disposition where the required
undertaking has been tendered to the corporation) that the
claimant has not met the standards of conduct that make it
permissible under the Delaware General Corporation Law for the
corporation to
indemnify the claimant for the amount claimed. The burden of
proving such a defense shall be on the corporation. Neither the
failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper under the circumstances
because he or she has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the claimant had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
Section 4. Provisions Nonexclusive. The rights conferred
on any person by this Article shall not be exclusive of any other
rights that such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation,
agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. To the
extent that any provision of the Certificate of Incorporation,
agreement, or vote of the stockholders or disinterested directors
is inconsistent with these Bylaws, the provision, agreement, or
vote shall take precedence.
Section 5. Authority to Insure. The corporation may
purchase and maintain insurance to protect itself and any Agent
against any Expense, whether or not the corporation would have
the power to indemnify the Agent against such Expense under
applicable law or the provisions of this Article.
Section 6. Survival of Rights. The rights provided by this
Article shall continue as to a person who has ceased to be an
Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7. Settlement of Claims. The corporation shall not
be liable to indemnify any Agent under this Article (a) for any
amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall
not be unreasonably withheld; or (b) for any judicial award if
the corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of
such action.
Section 8. Effect of Amendment. Any amendment, repeal,
or modification of this Article shall not adversely affect any
right or protection of any Agent existing at the time of such
amendment, repeal, or modification.
Section 9. Subrogation. In the event of payment under this
Article, the corporation shall be subrogated to the extent of
such payment to all of the rights of recovery of the Agent, who
shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution
of such documents necessary to enable the corporation effectively
to bring suit to enforce such rights.
Section 10. No Duplication of Payments. The corporation
shall not be liable under this Article to make any payment in
connection with any claim made against the Agent to the extent
the Agent has otherwise actually received payment (under any
insurance policy, agreement, vote, or otherwise) of the amounts
otherwise indemnifiable hereunder.
ARTICLE X
Notices
(a) Whenever, under any provisions of these Bylaws, notice
is required to be given to any stockholder, the same shall be
given in writing, either (a) timely and duly deposited in the
United States Mail, postage prepaid, and addressed to the
stockholder's last known post office address as shown by the
stock record of the corporation or its transfer agent or (b) by a
form of electronic transmission consented to by the stockholder
to whom the notice is given, except to the extent prohibited by
Section 232(e) of the Delaware General Corporation Law. Any
consent to receive notice by electronic transmission shall be
revocable by the stockholder by written notice to the
corporation. Any such consent shall be deemed revoked if (i) the
corporation is unable to deliver by electronic transmission two
(2) consecutive notices given by the corporation in accordance
with such consent and (ii) such inability becomes known to the
Secretary or an Assistant Secretary of the corporation or to the
transfer agent, or other person responsible for the giving of
notice; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or
other action.
(b) Any notice required to be given to any director may be
given by the method hereinabove stated. Any such notice, other
than one which is delivered personally, shall be sent to such
post office address, facsimile number or electronic mail address
as such director shall have filed in writing with the Secretary
of the corporation, or, in the absence of such filing, to the
last known post office address of such director. It shall not be
necessary that the same method of giving notice be employed in
respect of all directors, but one (1) permissible method may be
employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or
others.
(c) If no post office address of a stockholder or director
be known, such notice may be sent to the office of the
corporation required to be maintained pursuant to Section 2 of
Article I hereof. An affidavit executed by a duly authorized and
competent employee of the corporation or the transfer agent or
other agent of the corporation appointed with respect to the
class of stock affected, specifying the name and post office
address or the names and post office addresses of the stockholder
or stockholders, director or directors, to whom any such notice
or notices was or were given, and the time and method of giving
the same (or, for any stockholder or director to whom notice has
been directed by electronic transmission, the form of electronic
transmission and the facsimile number, electronic mail address or
other location to which such notice was directed and the time at
which such notice was directed to each
such director or stockholder), shall be prima facie evidence of
the statements therein contained.
(d) All notices given by mail, as above provided, shall be
deemed to have been given as at the time of mailing. All notices
given to stockholders by a form of electronic transmission, as
above provided, shall be deemed to have been given: (a) if by
facsimile, when directed to a number at which the stockholder has
consented to receive notice; (b) if by electronic mail, when
directed to an electronic mail address at which the stockholder
has consented to receive notice; (c) if by a posting on an
electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (i) such
posting and (ii) the giving of such separate notice; and (d) if
by any other form of electronic transmission, when directed to
the stockholder. All notices given to directors by a form of
electronic transmission, as above provided, shall be deemed to
have been given when directed to the electronic mail address,
facsimile number, or other location filed in writing by the
director with the Secretary of the corporation.
(e) The period or limitation of time within which any
stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any
director may exercise any power or right, or enjoy any privilege,
pursuant to any notice sent him in the manner above provided,
shall not be affected or extended in any manner by the failure of
such a stockholder or such director to receive such notice.
(f) Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of
Incorporation, or of these Bylaws, a waiver thereof in writing
given by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
(g) Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or Bylaws
of the corporation, to any person with whom communication is
unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice
to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate
under any provision of the Delaware General Corporation Law, the
certificate shall state, if such is the fact and if notice is
required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is
unlawful.
(h) Whenever notice is to be given to the corporation by a
stockholder under any provision of law or of the Certificate of
Incorporation or Bylaws of the corporation, such 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.
ARTICLE XI
Amendments
Unless otherwise provided in the Certificate of
Incorporation, these Bylaws may be repealed, altered or amended
or new Bylaws adopted at any meeting of the stockholders, either
annual or special, by the affirmative vote of a majority of the
stock entitled to vote at such meeting. The Board of Directors
shall also have the authority to repeal, alter or amend these
Bylaws or adopt new Bylaws (including, without limitation, the
amendment of any Bylaws setting forth the number of directors who
shall constitute the whole Board of Directors) by unanimous
written consent or at any annual, regular, or special meeting by
the affirmative vote of a majority of the whole number of
directors, subject to the power of the stockholders to change or
repeal such Bylaws and provided that the Board of Directors shall
not make or alter any Bylaws fixing the qualifications,
classifications, term of office or compensation of directors.
ARTICLE XII
Electronic Transmission
When used in these Bylaws, the terms "written" and "in
writing" shall include any "electronic transmission," as defined
in Section 232(c) of the Delaware General Corporation Law,
including without limitation any telegram, cablegram, facsimile
transmission and communication by electronic mail.