AMD 1999 Annual Report Download - page 48
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prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors
then in office.
Section 3. The business of the Corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
Section 4. The provisions of Sections 1 and 2 of this Article are subject
to the rights, if any, of the holders of shares of any series of the Preferred
Stock of the Corporation with respect to the election of directors in the event
the Corporation defaults in the payment of dividends, the term of office of any
director so elected and the filling of a vacancy in the office of any director
so elected.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 6. The first meeting of each newly elected Board of Directors
shall be held at such time and place as the Board of Directors shall determine.
Section 7. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
Section 8. Special meetings of the Board of Directors may be called by the
Chairman, the President, or the Secretary. A special meeting of the Board of
Directors shall be called by the President or the Secretary upon the written
request of at least two directors. Notice of a special meeting of the Board of
Directors shall be given in writing, by telephone, telegraph, facsimile or e-
mail, or in person, as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances. Notice shall be deemed valid if
deposited in the United States mail, postage prepaid, directed to the director
at the director's address as it appears in the records of the Corporation, not
less than 48 hours before the date of the meeting, or if sent by telephone,
telegram, facsimile or e-mail not less than 24 hours before the date of the
meeting to the director in accordance with the information for such
communications as it appears in the records of the Corporation.
11
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000