EXHIBIT 3.7
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 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 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 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 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, 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.
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.
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.
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.
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.
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.
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 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.
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, 1984
Nancy A. Stanger
Nancy A. Stanger
SEAL
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, 1985.
MICRON TECHNOLOGY, INC.
BY: Joseph L. Parkinson
Joseph L. Parkinson, President
(SEAL)
BY: Cathy L. Smith
Cathy L. Smith, Secretary
STATE OF IDAHO )
) ss.
County of Ada )
On this 5th day of July, 1985, 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
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)
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)
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)
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)
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)
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)
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)
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)
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)
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)
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 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 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)
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 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
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)
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 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 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)
CERTIFICATE OF FIFTEENTH
AMENDMENT TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolution was adopted
by the Board of Directors on February 5, 1996:
RESOLVED, that pursuant to Article VIII, Section 1 of the Company's Bylaws,
the Board hereby amends Article V, Section 1 of the Bylaws to read in its
entirety as follows:
The officers of the corporation shall be chosen by the Board of Directors,
and shall be a president or chief executive officer, a secretary, and a
treasurer. The Board of Directors may also choose additional officers,
including a president, vice president(s), 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.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 7th day of February, 1996.
Jan R. Reimer
Assistant Secretary
(SEAL)
CERTIFICATE OF SIXTEENTH
AMENDMENT TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on September 30, 1996:
RESOLVED, that Article II, Section 10 of the Bylaws of this Company be
amended to read as follows:
SECTION 10. 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 candidates' names have been placed in nomination
prior to the voting and a stockholder has given written notice to Secretary of
the corporation of the stockholder's intention to cumulate votes at least 15
days prior to the date of the meeting. If any stockholder has given such notice,
all stockholders may cumulate their votes for candidates in nomination.
RESOLVED FURTHER, that Article II of the Bylaws of this Company be amended
to add Section 12, which will read in its entirety as follows:
SECTION 12. Advance Notice of Stockholder Nominees and Stockholder
Business
(a) To be properly brought before an annual meeting or special meeting,
nominations for the election of directors or other business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the board of directors, (ii) otherwise properly
brought before the meeting by or at the direction of the board of
directors or (iii) otherwise properly brought before the meeting by a
stockholder.
(b) For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive office of the corporation not less than one hundred twenty (120)
calendar days in advance of the date specified in the corporation's proxy
statement released to stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that in the event that
no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement, notice by
the stockholder to be timely must be so received a reasonable time before
the solicitation is made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the
annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is
required to be provided by the stockholder pursuant to Regulation 14A
under the securities Exchange Act of 1934, as amended (the "Exchange
Act"), in his capacity as a proponent to a stockholder proposal.
Notwithstanding the foregoing, in order to include information with
respect to a stockholder proposal in the proxy statement and form of proxy
for a stockholders' meeting, stockholders must provide notice as required
by the regulations promulgated under the Exchange Act. Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted
at any annual meeting except in accordance with the procedures set forth
in this Section 12. The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions
of this Section 12, and, if he should so determine, he shall so declare at
the meeting that any such business not properly brought before the meeting
shall not be transacted.
(c) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder of the
corporation entitled to vote in the election of directors at the meeting
who complies with the notice procedures set forth in this paragraph (c).
Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation in accordance with the provisions of
paragraph (b) of this Section 12. Such stockholder's notice shall set
forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director: (A) the name, age,
business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of
shares of the corporation which are beneficially owned by such person, (D)
a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
stockholder and (E) any other information relating to such person that is
required to be disclosed in solicitations of proxies for elections of
directors, or is otherwise required, in each case pursuant to Regulation
14A under the Exchange Act (including without limitation such person's
written consent to being named in the proxy statement, if any, as a
nominee and to serving as a director if elected); and (ii) as to such
stockholder giving notice, the information required to be provided
pursuant to paragraph (b) of this Section 12. At the request of the Board
of Directors, any person nominated by a stockholder for election as a
director shall furnish to the Secretary of the corporation that
information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (c). The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures
prescribed by these bylaws; and if he should so determine, he shall so
declare at the meeting, and the defective nomination shall be disregarded.
RESOLVED FURTHER, that Article III, Section 1 of the Bylaws of this
Company be amended to read as follows:
SECTION 1. The authorized number of directors of the Corporation shall be
seven. 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 September, 1996.
/s/ Jan R. Reimer
Assistant Secretary
(SEAL)
CERTIFICATE OF SEVENTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on June 30, 1997:
RESOLVED, that Article III, Section 1 of the Bylaws of this Company be
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 affix the corporate seal of
said corporation effective as of the 30th day of June, 1997.
/s/ Jan R. Reimer
Assistant Secretary
(SEAL)
CERTIFICATE OF EIGHTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on April 14, 1998:
RESOLVED, that Article III, Section 1 of the Bylaws of this Company be
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 affix the corporate seal of
said corporation effective as of the 20th day of July, 1998.
/s/ Jan R. Reimer
Assistant Secretary
(SEAL)
CERTIFICATE OF NINETEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on November 23, 1998:
RESOLVED, that Article III, Section 1 of the Bylaws of this Company be
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 affix the corporate seal of
said corporation effective as of the 23rd day of November, 1998.
/s/ Jan R. Reimer
Assistant Secretary
(SEAL)
CERTIFICATE OF TWENTIETH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on June 16, 1999:
RESOLVED, that pursuant to Article VIII, Section 1 of the Company's
Bylaws, the Board hereby amends Article III, Sections 14 and 15 of the
Bylaws to read in their entirety as follows:
"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 one 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 of 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 of 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 one 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 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."
RESOLVED FURTHER, that any and all actions taken prior to the adoption
of the foregoing resolution by the "Employee Option Committee" of the Board
are hereby ratified, confirmed, approved and adopted as actions of the
Company.
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of
said corporation effective as of the 16th day of June, 1999.
/s/ Jan R. Reimer
-----------------
Assistant Secretary
(SEAL)
CERTIFICATE OF TWENTY-FIRST AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolutions were adopted
by the Board of Directors on November 23, 1999:
RESOLVED, that pursuant to Article VIII, Section 1 of the Company's
Bylaws, the Board hereby amends Article III, Section 1 of the Bylaws to
read in its entirety as follows:
SECTION 1. The authorized number of directors of the Corporation
shall be seven. 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.
RESOLVED FURTHER, that the Board hereby amends Article II, Section 12
of the Company's Bylaws to read in its entirely as follows:
SECTION 12. Advance Notice of Stockholder Nominees and Stockholder
Business
(a) To be properly brought before an annual meeting or special
meeting, nominations for the election of directors or other business must
be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors, (ii) otherwise properly
brought before the meeting by or at the direction of the board of directors
or (iii) otherwise properly brought before the meeting by a stockholder.
(b) For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive office of the corporation not less than one hundred twenty (120)
calendar days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual
meeting of stockholders; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement, notice by
the stockholder to be timely must be so received a reasonable time before
the solicitation is made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the
annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), in his
capacity as a proponent to a stockholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholders'
meeting, stockholders must provide notice as required by the regulations
promulgated under the Exchange Act. Notwithstanding anything in these
bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section
12. The chairman of the annual meeting shall, if the facts warrant,
determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section
12, and, if he should so determine, he shall so declare at the meeting that
any such business not properly brought before the meeting shall not be
transacted.
(c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of
the corporation may be made at a meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder of the
corporation entitled to vote in the election of directors at the meeting
who complies with the notice procedures set forth in this paragraph (c).
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation in accordance with the provisions of paragraph
(b) of this Section 12. Such stockholder's notice shall set forth (i) as to
each person, if any, whom the stockholder proposes to nominate for election
or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the
corporation which are beneficially owned by such person, (D) a description
of all arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder and (E)
any other information relating to such person that is required to be
disclosed in solicitations of proxies for elections of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including without limitation such person's written consent to
being named in the proxy statement, if any, as a nominee and to serving as
a director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this
Section 12. At the request of the Board of Directors, any person nominated
by a stockholder for election as a director shall furnish to the Secretary
of the corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. The
chairman of the meeting shall, if the facts warrant, determine and declare
at the meeting that a nomination was not made in accordance with the
procedures prescribed by these bylaws; and if he should so determine, he
shall so declare at the meeting, and the defective nomination shall be
disregarded.
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of
said corporation effective as of the 23rd day of November, 1999.
/s/ Jan R. Reimer
-----------------
Assistant Secretary
(SEAL)