Intel 2001 Annual Report Download - page 26

to the corporation in accordance with this section.
(b) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for
the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with
information from which the corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by 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 date of the annual meeting is advanced by more than 30 days or delayed
(other than as a result of adjournment) by more than 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
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the 60th day prior to such annual meeting or the 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 meting
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 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 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