Intel 2003 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2003 Intel annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

the later of the 60th day prior to such special meeting or the 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 thirteen (13). 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.
7.