AMD 1999 Annual Report Download - page 46

prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).
Section 11. Meetings of stockholders shall be presided over by the
Chairman of the Board or by another chair designated by the Board of Directors.
The date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be determined by the
chair of the meeting and announced at the meeting. The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the chair
of any meeting of stockholders shall have the exclusive right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgement of such chair, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chair of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chair of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof, and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent determined by the Board of
Directors or the chair of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.
Section 12. Any previously scheduled annual or special meeting of the
stockholders may be postponed, and any previously scheduled annual or special
meeting of the stockholders called by the Board may be canceled, by resolution
of the Board upon public notice given prior to the time previously scheduled for
such meeting of stockholders. The Board of Directors in its discretion may set a
new record date for the postponed meeting. The Board of Directors shall be
required to set a new record date for the postponed meeting only if the meeting
is postponed in a single postponement to a date more than 120 days after the
original date fixed for the meeting. If after the postponement a new record date
is fixed for the postponed meeting, notice of the postponed meeting shall be
given to each stockholder of record entitled to vote at the postponed meeting
consistent with the new record date.
Section 13. The Board of Directors may, and shall if required by law, in
advance of any meeting of stockholders, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the meeting or any
adjournment thereof and to make a written report thereof. The Board of Directors
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. In the event that no inspector so appointed or
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000