Intel 2003 Annual Report Download - page 107

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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 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) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’
meeting and
at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the
Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as
may lawfully come before it.
(b) 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
8.