AMD 1999 Annual Report Download - page 54

TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5. (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action other than stockholder action by written consent, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date: (i) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, and (ii) in the
case of any other lawful action other than stockholder action by written
consent, shall not be more than sixty days prior to such other action. If no
record date is fixed by the Board of Directors: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of
business on the next day preceding the day on which the meeting is held, and
(ii) the record date for determining stockholders for any other purpose (other
than stockholder action by written consent) shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
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date for the adjourned meeting.
(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board of Directors or as otherwise established under this Section. Any
person seeking to have the stockholders authorize or take corporate action by
written consent without a meeting shall, by written notice addressed to the
Secretary and delivered to the Corporation and signed by a stockholder of
record, request that a record date be fixed for such purpose. The written notice
shall contain at a minimum the information set forth in paragraph (c) of this
Section. The Board of Directors shall have ten (10) days following the date of
receipt of the notice to determine the validity of the request. Following the
determination of the validity of the request, and (subject to the requirements
of this paragraph) no later than ten (10) days after the date on which such
request
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000