Bylaws - Micron Technology Inc.
BYLAWS
OF
MICRON TECHNOLOGY, INC.
ARTICLE I
OFFICES
SECTION 1. The registered office shall be 100 West
Tenth Street, in the City of Wilmington, County of New
Castle, State of Delaware.
SECTION 2. The corporation may also have offices at
such other places both within and without the State of
Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. All meetings of the stockholders shall
be held at the principal office of the corporation in the
City of Boise, State of Idaho, or at such other place either
within or without the State of Delaware as shall be
designated in the notice of the meeting or in a duly
executed waiver of notice thereof.
SECTION 2. Annual meetings of stockholders shall be
held on such day and such hour as shall be designated from
time to time by the Board of Directors and stated in the
notice of the meeting. At such meeting, the stockholders
shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date
of the meeting.
SECTION 4. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the
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name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.
SECTION 5. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be
called by the Board of Directors, the Chairman of the Board,
the president, or by the holders of shares entitled to cast
not less than twenty percent (20%) of the votes at the
meeting. Such request shall state the purpose or purposes
of the proposed meeting.
SECTION 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall
be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before
the date of the meeting.
SECTION 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes
stated in the notice.
SECTION 8. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business
may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 9. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having
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voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the
question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall
govern and control the decision of the question.
SECTION 10. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of the capital stock
having voting power held by such stockholder, regardless of
class, but no proxy shall be voted on or after three years
from its date, unless the proxy provides for a longer
period. Vote may be viva voice or by ballot; provided,
however, that elections for directors must be by ballot upon
demand by a shareholder at the meeting and before the voting
begins.
At all elections of directors of the corporation each
stockholder having voting power shall be entitled to
exercise the right of cumulative voting as provided in the
Certificate of Incorporation.
SECTION 11. Unless otherwise provided in the
Certificate of Incorporation, any action required to be
taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote,
of a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
SECTION 1. The authorized number of directors of
the corporation shall be nine. The number of directors
provided in this Section 1 may be changed by a Bylaw duly
adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of
the Board of Directors.
SECTION 2. The directors shall be elected at each
annual meeting of shareholders, but if any such annual
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meeting is not held, or the directors are not elected
thereat, the directors may be elected at any special meeting
of the shareholders held for that purpose. All directors
shall hold office until the expiration of the term for which
elected and until their respective successors are elected,
except in the case of death, resignation or removal of any
director. A director need not be a shareholder.
SECTION 3. Any director may resign effective upon
giving written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a late time for the
effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to
take office when the resignation becomes effective.
SECTION 4. The entire Board of Directors or any
individual director may be removed from office, prior to the
expiration of their or his term of office only in the manner
and within the limitations provided by the General
Corporation Law of Delaware.
No reduction of the authorized number of directors
shall have the effect of removing any director prior to the
expiration of such director's term of office.
SECTION 5. A vacancy in the Board of Directors
shall be deemed to exist in case of the death, resignation
or removal of any director, or if the authorized number of
directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any
director or directors are elected to elect the full
authorized number of directors to be voted for at that
meeting.
Vacancies in the Board of Directors may be filled by a
majority of the directors then in office, whether or not
less than a quorum, or by a sole remaining director. Each
director so elected shall hold office until the expiration
of the term for which he was elected and until his successor
is elected at an annual or a special meeting of the
shareholders, or until his death, resignation or removal.
The shareholders may elect a director or directors at
any time to fill any vacancy or vacancies not filled by the
directors. Any such election by written consent shall
require the consent of a majority of the outstanding shares
entitled to vote.
SECTION 6. The business of the corporation shall be
managed by or under the direction of its Board of Directors
which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by
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the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 7. The Board of Directors of the
corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
SECTION 8. The first meeting of each newly elected
Board of Directors shall be held at such time and place as
shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to
the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the
event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may
be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
SECTION 9. Regular meetings of the Board of
Directors may be held without notice at such time and at
such place as shall from time to time be determined by the
Board.
SECTION 10. Special meetings of the Board may be
called by the president on two days' notice to each
director, either personally or by mail or by telegram;
special meetings shall be called by the president or
secretary in like manner and on like notice on the written
request of the Chairman of the Board or two directors.
SECTION 11. At all meetings of the Board a majority
of the authorized number of directors shall constitute a
quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.
SECTION 12. 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 committee,
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as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of
proceedings of the Board or committee.
SECTION 13. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute
presence in person at the meeting.
COMMITTEES OF DIRECTORS
SECTION 14. The Board of Directors may, by
resolution passed by a majority of the authorized number of
directors, appoint an executive committee consisting of two
or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. The executive committee,
to the extent provided in the resolution of the Board of
Directors and subject to any limitation by statute, shall
have and may exercise all the powers and authority of the
Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may
require it; but it shall not have the power or authority in
reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange
of all or substantially all the corporation's property and
assets, recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or
amending the Bylaws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so
provide, it shall not have the power or authority to declare
a dividend or to authorize the issuance of stock.
SECTION 15. The Board of Directors may, by
resolution adopted by a majority of the authorized number of
directors, designate such other committees, each consisting
of 2 or more directors, as it may from time to time deem
advisable to perform such general or special duties as may
from time to time be delegated to any such committee by the
Board of Directors, subject to the limitations imposed by
statute or by the Certificate of Incorporation or by these
Bylaws. The Board may designate one or more directors as
alternate members of any committee, who may replace any
absent member at any meeting of the committee.
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COMPENSATION OF DIRECTORS
SECTION 17. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if
any, of attendance of each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
SECTION 1. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by
telegram.
SECTION 2. Whenever any notice is required to be
given under the provisions of the Delaware statutes or of
the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
SECTION 1. The officers of the corporation shall be
chosen by the Board of Directors, and shall be a president,
a vice-president, a secretary, and a treasurer. The Board
of Directors may also choose additional vice-presidents, and
one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless
the Certificate of Incorporation or these Bylaws otherwise
provide.
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SECTION 2. The Board of Directors at its first
meeting after each annual meeting of stockholders shall
choose a president, one or more vice-presidents, a secretary
and a treasurer.
SECTION 3. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined
from time to time by the Board.
SECTION 4. The salaries of all officers and agents
of the corporation shall be fixed by the Board of Directors.
SECTION 5. The officers of the corporation shall
hold office until their successors are chosen and qualify.
Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the
Board of Directors.
Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any
later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
THE CHAIRMAN OF THE BOARD
SECTION 6. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform
such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by
these Bylaws.
THE PRESIDENT
SECTION 7. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the
Chairman of the Board, if there be such an officer, the
President shall be the general manager of the corporation
and shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the
business and officers of the corporation. He shall preside
at all meetings of the shareholders and in the absence of
the Chairman of the Board or if there be none, at all
meetings of the Board of Directors. He shall be ex officio
a member of all the standing committees, including the
executive committee, if any, and shall have the general
powers and duties of management usually vested in the office
of president of a corporation, and shall have such other
powers and duties as may be prescribed by the Board of
Directors or by these Bylaws.
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SECTION 8. He shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the
corporation.
THE VICE-PRESIDENTS
SECTION 9. In the absence of the president or in
the event of his inability or refusal to act, the vice-
president (or in the event there be more than one vice-
president, the vice-presidents in the order designated by
the directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the
president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.
The vice-presidents shall perform such other duties and have
such other powers as the Board of Directors may from time to
time prescribe.
SECRETARY AND ASSISTANT SECRETARY
SECTION 10. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings
of the corporation and of the Board of Directors in a book
to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by
the Board of Directors or president, under whose supervision
he shall be placed. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary,
shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary.
The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to
attest the affixing by his signature.
SECTION 11. The assistant secretary, or if there be
more than one, the assistant secretaries in the order
determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise
the powers of the secretary and shall perform such other
duties and have such other powers as the Board of Directors
may from time to time prescribe.
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THE TREASURER AND ASSISTANT TREASURERS
SECTION 12. The treasurer shall have the custody of
the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by
the Board of Directors.
SECTION 13. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at its
regular meetings, or when the Board of Directors so
requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
SECTION 14. If required by the Board of Directors,
he shall give the corporation a bond (which shall be renewed
every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and
for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the corporation.
SECTION 15. If the assistant treasurer, or if there
shall be more than one, the assistant treasurers in the
order determined by the Board of Directors (or if there be
no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of
his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the Board of
Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
SECTION 1. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in
the name of the corporation by, the chairman or vice-
chairman of the Board of Directors, or the president or a
vice-president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in
the corporation.
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Certificates may be issued for partly paid shares and
in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the corporation shall be authorized to issue more
than one class of stock or more than one series of any
class, the powers, designations, preferences and relative,
participating, optional or other special rights of each
class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue
to represent such class or series of stock, provided that,
except as otherwise provided in section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of back of
the certificate which the corporation shall issue to
represent such class or series of stock, a statement that
the corporation will furnish without charge to each
stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
SECTION 2. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile
signature have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issues by the
corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit to that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
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TRANSFER 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, assignation 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.
FIXING RECORD DATE
SECTION 5. 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 to express consent to corporate action in writing without
a meeting, 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, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty
days prior to any such other action. A determination of
shareholders 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 date for the adjourned meeting.
REGISTERED STOCKHOLDERS
SECTION 6. The corporation shall be entitled to
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends and to
vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by the laws of Delaware.
SECTION 7. The accounting books and records, and
minutes of proceedings of the shareholders and the Board of
Directors and committees of the Board shall be open to
inspection upon written demand made upon the corporation by
any shareholder or the holder of a voting trust certificate,
at any reasonable time during usual business hours, for a
purpose reasonably related to his interest as a shareholder,
or as the holder of such voting trust certificate. The
record of shareholders shall also be open to inspection by
any shareholder or holder of a voting trust certificate at
any time during usual business hours upon written demand on
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the corporation, for a purpose reasonably related to such
holder's interest as a shareholder or holder of a voting
trust certificate. Such inspection may be made in person or
by an agent or attorney, and shall include the right to copy
and to make extracts.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the
corporation, subject to the provision of the Certificate of
Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of
the Certificate of Incorporation.
SECTION 2. Before payment of any dividend, there
may be set aside out of funds of the corporation available
for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of
the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation,
and the directors may modify or abolish any such reserve in
the manner in which it was created.
CHECKS
SECTION 3. All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
FISCAL YEAR
SECTION 4. The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.
SEAL
SECTION 5. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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INDEMNIFICATION
SECTION 6. The corporation shall indemnify its
officers, directors, employees and agents to the extent
permitted by the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
SECTION 1. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or
by the Board of Directors at any regular meeting of the
stockholders or of the Board of Directors or at any special
meeting of the stockholders or the Board of Directors if
notice of such alteration, amendment, repeal or adoption of
new Bylaws be contained in the notice of such special
meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
I, Nancy A. Stanger, the secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify:
The foregoing bylaws, comprising 14 pages, were adopted
as the bylaws of Micron Technology on May 21, 1984.
DATED: May 25 , 19 84
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Nancy A. Stanger
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Nancy A. Stanger
SEAL
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CERTIFICATE OF FIRST AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
We, the undersigned, being the President and Secretary,
respectively, of MICRON TECHNOLOGY, INC., a corporation
organized and existing under the laws of the State of
Delaware, do hereby certify that a meeting of the Board of
Directors of this Corporation was held on December 17, 1984
and an amendment to the Bylaws of MICRON TECHNOLOGY, INC.
was unanimously adopted.
The amendment adopted was pursuant to a Resolution
reading as follows:
RESOLVED: The Board hereby approves that the second
paragraph of Article II Section 10 of the Bylaws of the
Company be amended to read as follows:
"At all elections of directors of the
corporation each stockholder having voting power
shall be entitled to exercise the right of
cumulative voting as provided in the Certificate
of Incorporation. However, no stockholder shall
be entitled to cumulate votes for a candidate or
candidates unless such candidate's name or
candidate's names have been placed in nomination
prior to the voting and a stockholder has given
notice at the meeting prior to the voting of the
stockholder's intention to cumulate votes. If any
stockholder has given such notice, all
stockholders may cumulate their votes for
candidates in nomination."
IN WITNESS WHEREOF, we have hereunto set our hands and
the seal of the Corporation this 5th day of July ,
------ --------
19 85 .
---
MICRON TECHNOLOGY, INC.
BY: Joseph L. Parkinson
------------------------------
Joseph L. Parkinson, President
(SEAL) BY: Cathy L. Smith
------------------------------
Cathy L. Smith, Secretary
<PAGE>
STATE OF IDAHO )
) ss.
County of Ada )
On this 5th day of July , 19 85 , before me, the
------ --------- ---
undersigned, personally appeared JOSEPH L. PARKINSON and
CATHY L. SMITH, known to me to be the President and
Secretary, respectively, of MICRON TECHNOLOGY, INC., the
corporation that executed the instrument or the persons who
executed the instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in said County the day and year
first above written.
Jill L. Henson
-----------------------
Notary Public for Idaho
Residing at Boise
-----------
<PAGE>
CERTIFICATE OF SECOND AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on March 3, 1986:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said corporation effective as
of the 3rd day of March, 1986.
--- -----
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE THIRD AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on November 24, 1986:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
24th day of November, 1986.
---- --------
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FOURTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 28, 1987:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day of September, 1987.
---- ---------
Cathy L. Smith
--------------
Cathy L. Smith
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FIFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on March 28, 1988:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day of March, 1988.
---- -----
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF SIXTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on October 3, 1988:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
17th day of October, 1988.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF SEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 25, 1989:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day September, 1989.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF EIGHTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on October 30, 1989:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
30th day of October, 1989.
Cathy L. Smith
---------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF NINTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on August 27, 1990:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
27th day of August, 1990.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF TENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 24, 1990:
RESOLVED: Article III, Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
24th day of September, 1990.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF ELEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on July 27, 1992:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to read as
follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
27th day of July, 1992.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF TWELFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc.
a Delaware corporation, hereby certify that the following resolution
was adopted by the Board of Directors on May 23, 1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be ten. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 23rd day of
May, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF THIRTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc.
a Delaware corporation, hereby certify that the following resolution
was adopted by the Board of Directors on September 1, 1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be eleven. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 1st day of
September, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FOURTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology,
Inc. a Delaware corporation, hereby certify that the following
resolution was adopted by the Board of Directors on October 27,
1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be ten. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 27th day of
October, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)