AMD 1999 Annual Report Download - page 42

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 (iii) by any stockholder of the Corporation who was a
stockholder of record of the Corporation at the time the notice provided for in
subparagraph (2) of this paragraph (a) of 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 business 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 and such business must otherwise be a proper matter
for stockholder action as determined by the Board. 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
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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 tenth day following the day
on which the first public announcement of the date of the annual meeting was
made or the notice of the meeting was mailed, whichever first occurs. In no
event shall the public announcement of an adjournment or postponement of an
annual meeting of stockholders commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. The
stockholder's notice shall contain, at a minimum, the information set forth in
paragraph (c) of this Section. For purposes of this Section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(b) Special Meeting of Stockholders. Only such business shall be
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conducted at a special meeting of stockholders as shall have been described in
the Corporation's notice of meeting given pursuant to Article II, Section 3 of
these Bylaws.
(c) Contents of Stockholder's Notice. Any stockholder's notice
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required by this Section shall set forth for each item of business that the
stockholder proposes for consideration (i) a description of the business desired
to be brought before the stockholder meeting, (ii) the text of the proposal or
business (including the text on any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), (iii) the reasons for
conducting such business at the stockholder meeting, ((iv) and any material
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000