AMD 2004 Annual Report Download - page 200

7.6 Meetings of Members and of the Board of Managers; Quorum
7.6.1Member Meetings. At any time, and from time to time, the Board of Managers may, but shall not be required to, call meetings of the Members.
Written notice of any such meeting (which may be provided via facsimile) shall be given to all Members not less than five (5) Business Days nor more than
thirty-five (35) Business Days prior to the date of such meeting. Each meeting of the Members shall be conducted by the Chairman of the Board of Managers or
any designee thereof. Each Member may authorize any Person (provided such other Person is an officer of the Member or its parent company) to act for it or on
its behalf on all matters in which the Member is entitled to participate. Each proxy must be signed by a duly authorized officer of the Member. All other
provisions governing, or otherwise relating to, the holding of meetings of the Members, shall from time to time be established in the sole discretion of the Board
of Managers. Interpreters will be provided for any meeting of the Members, at the cost of the Company, upon the request of any Member.
7.6.2Action by Member Consent. Any action which may be taken at any meeting of the Members, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken is executed by all Members.
7.6.3Board Meetings. The Board of Managers shall hold meetings at least once per every fiscal quarter. It is the intention of the Members that all
Managers attend each meeting in person, and each Manager shall use such Manager’s best efforts to attend each meeting in person. The presence of six (6)
Managers (with at least fifty percent (50%) of the Managers present being AMD Managers), in each case, in person or by telephone conference or by other
means of communications acceptable to the Board of Managers, shall be necessary and sufficient to constitute a quorum for the purpose of taking action by the
Board of Managers at any meeting of the Board of Managers.
7.6.4Notice; Waiver. The regular quarterly meetings of the Board of Managers described in Section 7.6.3 shall be held upon not less than five (5)
Business Days written notice. Additional meetings of the Board of Managers may be held at the request of any Manager, upon not less than five (5) Business
Days written notice (which may be provided via facsimile or other manner provided in Section 13.5) or telephonic notice to each Manager (which notice shall be
provided to the other Managers by the requesting Manager). The presence of any Manager at a meeting (including by means of telephone conference or other
means of communications acceptable to the Board of Managers) shall constitute a waiver of notice of the meeting with respect to such Manager. Except as
otherwise expressly provided in Section 7.6.8 and Schedule B, no action taken by the Managers at any meeting shall be valid unless the requisite quorum is
present.
7.6.5Voting of Managers. Except as otherwise expressly provided in this Agreement, all actions, determinations or resolutions of the Board of
Managers shall require the affirmative vote or consent of a majority of the Board of Managers present at any meeting at which a quorum is present. Each
Manager shall be entitled to one (1) vote, and Managers shall not be entitled to cast their vote through proxies. The Board of Managers may act without a
meeting if the action is consented to in advance or subsequently ratified, in each case in writing,
43
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005