AMD 1995 Annual Report Download - page 67

directors the number of directors of the corporation would not exceed the
maximum number of directors designated in Section 1 of this Article.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 6. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
Section 8. Special meetings of the board may be called by the
chairman upon notice thereof given to each director either by mail not less than
48 hours before the date of the meeting, by telephone or telegram on 24 hours
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances. Special meetings shall
be called by the chairman, the president or the secretary in like manner or on
like notice on the written request of two directors.
Section 9. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996