AMD 1999 Annual Report Download - page 38
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Exhibit 3.2
ADVANCED MICRO DEVICES, INC.
BYLAWS
------------
(AS AMENDED)
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation except
as may be otherwise provided in the Certificate with respect to the right of
holders of preferred shares of the Corporation to nominate and elect a specified
number of directors in certain circumstances.
(a) Annual Meetings of Stockholders. (1) Nominations of persons
-------------------------------
for election to the Board of Directors of the Corporation may be made at an
annual meeting of stockholders only (i) pursuant to the Corporation's notice of
meeting delivered pursuant to Article II, Section 3 of these Bylaws (or any
supplement thereto), (ii) by or at the direction of the Board (or any duly
authorized committee thereof) or the Chairman of the Board or (iii) by any
stockholder of the Corporation who was a stockholder of record of the
Corporation at the time the notice provided for in this Section is delivered to
the Secretary of the Corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in subparagraphs (2) and (3) of
this paragraph (a) of this Section.
(2) For nominations to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section, the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than sixty (60) nor more than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
--------
however, that in the event that the annual meeting is called for a date that is
-------
not within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the
1
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000