AMD 2004 Annual Report Download - page 211

the “Officers”). All Officers and the Chief Executive Officer shall be employed directly by the Company, except where AMD and Fujitsu agree in writing on a
case-by-case basis that such Officer should be employed by either AMD or Fujitsu, in which case such Officer will be assigned to the Company through
secondment or other arrangements, as agreed upon by AMD and Fujitsu. The Chief Executive Officer and any other Officer may be removed at any time upon an
affirmative vote of the majority of the Board of Managers.
7.12.4Duties and Powers of Chief Financial Officer. The Chief Financial Officer of the Company (a) shall have the custody of the corporate funds
and securities of the Company, (b) shall keep and maintain, or cause to be kept and maintained, books and records of accounts of the properties and business
transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and capital and (c) shall deposit all moneys and
other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Managers. He or she shall disburse
the funds of the Company as may be ordered by the Board of Managers and shall render to the Board of Managers at their request an account of all his or her
transactions as Chief Financial Officer and of the financial condition of the Company. The books of account shall at all reasonable times be open to inspection by
any Manager.
7.12.5Duties and Powers of Secretary.
(a) The Secretary shall attend (in person or by telephone conference) all meetings of the Board of Managers and all meetings of the
Members (whether any of such meetings are in person, by telephone conference or both) and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for any standing committees when requested by such committee. He or she shall give, or cause to be given,
notice of all meetings of the Members and of the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers.
(b) The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or
registrar, as determined by resolution of the Board of Managers, a register, or a duplicate register, showing the names of all Members and their addresses,
Economic Interests and voting interests, the number and date of certificates issued for the same (if any), and the number and date of cancellation of every
certificate surrendered for cancellation (if any). The Secretary shall also keep all documents as may be required under the Act.
7.12.6General Provisions Regarding Officers.
(a) The Board of Managers may, from time to time, designate Officers of the Company and delegate to such Officers such authority and
duties as the Board of Managers may deem advisable and may assign titles (including, without limitation, president, vice-president and/or treasurer) to any such
Officer. Unless the Board of Managers otherwise determines, if the title assigned to an Officer of the Company is one commonly used for Officers of a business
corporation formed under the DGCL, then, subject to the terms of this Agreement, the assignment of such title shall constitute the delegation to such Officer of
the authority and duties that are customarily associated with such office pursuant to the DGCL. Any number of titles may be held by the same Officer.
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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