AMD 1999 Annual Report Download - page 44

rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 7. Any meeting of stockholders, annual or special, may be
adjourned solely by the chair of the meeting from time to time to reconvene at
the same or some other time, date and place. The stockholders present at a
meeting shall not have authority to adjourn the meeting. Notice need not be
given of any such adjourned meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken. If the time, date
and place of the adjourned meeting are not announced at the meeting at which the
adjournment is taken, then the Secretary of the Corporation shall give written
notice of the time, date and place of the adjourned meeting not less than ten
(10) days prior to the date of the adjourned meeting. The provisions of Article
II, Section 3 of these Bylaws shall govern the delivery of such notice.
At an adjourned meeting at which a quorum is present, the stockholders may
transact any business which might have been transacted at the original meeting.
Once a share is represented for any purpose at a meeting, it shall be present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the adjourned
meeting. A new record date must be set only if the meeting is adjourned in a
single adjournment to a date more than 120 days after the original date fixed
for the meeting. If after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting consistent with
the new record date.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate. When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of applicable law, rule or regulation or of the
Certificate, different vote is requirement in which case such express provision
shall govern and control the decision of such question.
Section 9. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 10. (a) Every written consent purporting to take or authorize the
taking of corporate action and/or related revocations (each such written consent
and related revocation is referred to in this Section as a "Consent") shall
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000