AMD 1995 Annual Report Download - page 66

ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than three (3) nor more than eleven (11). The first
board shall consist of three (3) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. 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, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.
Section 4. The provisions of Sections 1 and 2 of this Article are
subject to the rights, if any, of the holders of shares of any series of the
Preferred Serial Stock of the Corporation with respect to the election of
directors in the event the corporation defaults in the payment of dividends, the
term of office of any director so elected and the filling of any vacancy in the
office of any director so elected. In connection therewith, so long as any
shares of any such series are outstanding, the number of directors authorized by
resolution of the Board of Directors or by the stockholders at the annual
meeting pursuant to Section 1 of this Article shall be such that upon the
exercise of the holders of shares of any such series of any right to elect a
specified number of
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996