Best Buy 2009 Annual Report Download - page 97

Section 5. Disinterested Committee. The Disinterested Committee shall not be subject to any direction or control by
the Board of Directors with respect to the committee’s consideration of, or any action concerning, a Business
Combination or acquisition of shares pursuant to this Article IX.
Section 6. Fiduciary Duty. Nothing contained in this Article IX shall be construed to relieve any Related Person of any
fiduciary obligation imposed upon it by law.
Section 7. Powers of Board. A majority of the voting power of the entire Board of Directors shall have the power
and duty to determine on the basis of the definitions provided in Section 1 of this Article IX and the information then
known to them, whether (a) any Person is a Related Person, (b) any Person is an Affiliate or Associate of another, and
(c) any director or individual is Disinterested. Any such determination made in good faith by a majority of the voting
power of the entire Board of Directors shall be conclusive and binding for all purposes of this Article IX.
Section 8. Duties. The fact that any action or transaction complies with the provisions of this Article IX shall not be
construed to waive or satisfy any other requirements of law, these Articles of Incorporation or the By-laws of this
corporation, or to impose any fiduciary duty, obligation or responsibility in connection with the approval of such action
or transaction or the recommendation to the shareholders of this corporation of its adoption or approval, nor shall
such compliance limit, prohibit or otherwise restrict in any manner the evaluations of or actions and responses taken
with respect to such action or transaction. All relevant factors, including without limitation, the social and economic
effects on the employees, customers, suppliers and other constituents of this corporation and its Subsidiaries and on the
communities in which this corporation and its Subsidiaries operate or are located, may be considered when evaluating
any Business Combination.
Section 9. Amendment of Article IX. The foregoing provisions of this Article IX may be amended, altered or repealed
only at a meeting of shareholders by the affirmative vote of (a) the holders of at least sixty-six and two-thirds percent
(662⁄3%) of this corporation’s outstanding shares entitled to vote on amendments to these Articles of Incorporation; and,
in addition, (b) the holders of at least sixty-six and two-thirds percent (662⁄3%) of this corporation’s outstanding shares
entitled to vote that are Beneficially Owned by shareholders other than Related Persons; provided, however, that the
provisions of this Section 9 shall not apply to any such amendment, alteration or repeal that shall have been approved
and recommended to the shareholders for approval by the affirmative vote of a majority of the voting power of the
entire Board of Directors.
Section 10. Amendment of By-Laws. The provisions of Section 1 of Article III of this corporation’s By-Laws may be
amended, altered or repealed only at a meeting of shareholders, called for such purpose, by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (662⁄3%) of this corporation’s outstanding shares entitled to vote;
provided, however, that, notwithstanding the foregoing requirement, the Board of Directors may amend such Section 1
to increase the number of directors in the manner prescribed by law.
ARTICLE X
STOCK REPURCHASES FROM CERTAIN SHAREHOLDERS
Section 1. Definitions. As used in this Article X, the following terms and phrases shall have the respective meanings
hereinafter set forth.
(a) The term ‘‘Affiliate’’ has the same meaning as provided in Subsection 1(a) of Article IX of these Articles of
Incorporation.
(b) The term ‘‘Associate’’ has the same meaning as provided in Subsection 1(b) of Article IX of these Articles of
Incorporation.
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