AMD 1999 Annual Report Download - page 41

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to so solicit (as the case may be), proxies in support of such stockholder's
nominee in compliance with such stockholder's representation as required by
paragraph (c) of this Section, to declare that such nomination shall be
disregarded.
Section 2. The annual meeting of stockholders shall be held each year on a
date and at a time designated by the Board of Directors. At the meeting,
directors shall be elected and any other business properly brought before the
meeting pursuant to these Bylaws may be transacted.
Section 3. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given that shall
state the place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at the stockholder's address as it appears on the records of the
Corporation.
Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the chairman and shall be called by the chairman
or secretary at the request in writing of a majority of the Board of Directors.
Section 6. No business shall be transacted at a meeting of stockholders
except in accordance with the following procedures.
(a) Annual Meetings of Stockholders. (1) The proposal of business
-------------------------------
to be considered by the stockholders may be made at an annual meeting of
stockholders only (i) pursuant to the Corporation's notice of meeting
4
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000