Intel 2001 Annual Report Download - page 28

purpose in the manner hereinabove provided, the Board of Directors, or any individual director, may be removed from office, with or without
cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an
election of directors.
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Section 5. Meetings.
(a) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders' meeting and at the place where
such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of Directors
shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come
before it.
(b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation
required to be maintained pursuant to Section 2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place
within or without the State of Delaware which has been designated by resolutions of the Board of Directors or the written consent of all
directors. Notice of regular meetings of the directors is hereby dispensed with and no notice whatever of any such meetings need be given.
(c) Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called
by the Chairman of the Board, the President or by any two of the directors.
(d) Written notice of the time and place of all special meetings of the Board of Directors shall be delivered to each director at least
24 hours before the start of the meeting, or if sent by first class mail, at least 72 hours before the start of the meeting. Notice of any meeting
may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.
Section 6. Quorum and Voting.
(a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance
with Section 1 of Article III of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of
Directors, without notice other than by announcement at the meeting.
(b) At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of
the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws.
(c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone
or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.
(d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held,
shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the
meeting, each of the directors not present shall deliver to the corporation a written waiver of notice, or a consent to holding such meeting, or an
approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes
of the meeting.
Section 7. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the
minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in
electronic form if the minutes are maintained in electronic form.
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Section 8. Fees and Compensation. Directors shall not receive any stated salary for their services as directors but by resolution of the
Board, a fixed fee, with or without expense of attendance, may be allowed for attendance at each meeting and at each meeting of any
committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.
Section 9. Committees.