Bylaws of Micron Technology, Inc. As Amended
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.
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
CERTIFICATE OF TWENTY-SECOND AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology,
Inc., a Delaware corporation (the "Company"), hereby certify that
the following resolutions were adopted by the Board of Directors
on September 10, 2002:
WHEREAS, the Bylaws of the Company have been amended by the Board
from time to time as it has deemed advisable, necessary or convenient;
and
WHEREAS, the Company's Bylaws indicate that the President of the
Company will participate as an ex officio member of all board committees;
and
WHEREAS, such provisions may be inconsistent with provisions of
the Sarbanes-Oxley Act of 2002 ("SOXA") requiring that certain Board
committees consist solely of independent directors; and
WHEREAS, the Board has determined that it is in the best interests
of the Company to amend the foregoing Bylaws to comply with SOXA;
NOW, THEREFORE, BE IT RESOLVED, Article V, Section 7 of the Bylaws
of the Company be, and the same hereby is, amended to read as follows:
"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 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."
FURTHER RESOLVED, that the officers of the Company, including the
Secretary and Assistant Secretary, be, and each of them hereby is,
authorized and directed in the name and on behalf of the Company
to do and perform any and all such acts and things, to sign or make
such certificates, instruments, notices, statements, filings and
to take or omit such other actions as they or each of them in his
or her sole discretion may deem necessary or desirable, in order
to carry out the intent or purposes of the above resolution.
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate
seal of said Company effective as of the 10th day of September,
2002.
/s/ Jan R. Reimer
Assistant Corporate Secretary
CERTIFICATE OF TWENTY-THIRD AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology,
Inc., a Delaware corporation (the "Company"), hereby certify that
the following resolution was adopted by the Board of Directors on
April 22, 2003:
WHEREAS, the directors desire to reduce the number of directors
permitted to serve on the Board of the Directors to six;
NOW, THEREFORE, BE IT RESOLVED, that Article III, Section I of
the Bylaws of this Company be amended to read in its entirety as
follows:
SECTION 1. The authorized number of directors of the Corporation
shall be six. 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 Company effective as of the 22nd day of April, 2003.
/s/ Jan R. Reimer
Assistant Corporate Secretary
CERTIFICATE OF TWENTY-FOURTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology,
Inc., a Delaware corporation (the "Company"), hereby certify that
the following resolution was adopted by the Board of Directors on
June 22, 2004:
WHEREAS, the Company's Governance and Compensation Committee of
the Board has nominated, approved and recommended that Mr. Ronald
C. Foster sit as a member of the Company's Board of Directors; and
WHEREAS, the Board is in agreement with the recommendation of
the Governance and Compensation Committee;
NOW THEREFORE, BE IT RESOLVED, that the first sentence of Article
III, Section I of the Bylaws of this Company be deleted and the
following be substituted therefore:
"SECTION I. The authorized number of directors of the corporation
shall be seven."
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate
seal of said Company effective as of the 22nd day of June, 2004.
/s/ Jan R. Reimer
Assistant Corporate Secretary
CERTIFICATE OF TWENTY-FIFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology,
Inc., a Delaware corporation (the "Company"), hereby certify that
the following resolution was adopted by the Board of Directors effective
as of June 27, 2005:
WHEREAS, the Company's Governance and Compensation Committee of
the Board has nominated, approved and recommended that Ms. Mercedes
Johnson sit as a member of the Company's Board of Directors; and
WHEREAS, the Board is in agreement with the recommendation of
the Governance and Compensation Committee;
NOW THEREFORE, BE IT RESOLVED, that the first sentence of Article
III, Section I of the Bylaws of this Company be deleted and the
following be substituted therefore:
"SECTION I. The authorized number of directors of the corporation
shall be eight."
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate
seal of said Company effective as of the 27th day of June, 2005.
/s/ Jan R. Reimer
(SEAL) Assistant Corporate Secretary
CERTIFICATE OF TWENTY-SIXTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology,
Inc., a Delaware corporation (the "Company"), hereby certify that
the following resolution was adopted by the Board of Directors on
September 27, 2005:
WHEREAS, the Board has accepted the resignation of Mr. Thomas
T. Nicholson;
NOW, THEREFORE, BE IT RESOLVED, that, effective September 27,
2005, the first sentence of Article III, Section I of the Bylaws
of this Company be deleted and the following be substituted therefore:
"SECTION I. The authorized number of directors of the corporation
shall be seven."
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate
seal of said Company effective as of the 27th day of September,
2005.
/s/ Jan R. Reimer
(SEAL) Assistant Corporate Secretary
CERTIFICATE OF TWENTY-SEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology, Inc.,
a Delaware corporation (the "Company"), hereby certify that the following resolution
was adopted by the Board of Directors effective as of February 7, 2006:
WHEREAS, the Governance and Compensation Committee of the Board has recommended
that Mr. Robert Switz and Dr. Teruaki Aoki sit as members of the Company's
Board of Directors; and
WHEREAS, the Board is in agreement with the recommendation of the Governance
and Compensation Committee;
NOW, THEREFORE, BE IT RESOLVED, that, effective February 7, 2006, the first
sentence of Article III, Section I of the Bylaws of the Company be deleted
and the following be substituted therefore:
"SECTION I. The authorized number of directors of the corporation shall be
nine."
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of
said Company effective as of the 7th day of February, 2006.
/s/ Jan R. Reimer
(SEAL) Assistant Corporate Secretary
CERTIFICATE OF TWENTY-EIGHTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology, Inc.,
a Delaware corporation (the "Company"), hereby certify that the following resolution
was adopted by the Board of Directors effective as of December 5, 2006:
WHEREAS, Mr. Robert A. Lothrop and Mr. William P. Weber have resigned from
the Company's Board of Directors effective with the close of the 2006 Annual
Meeting of Shareholders.
NOW, THEREFORE, BE IT RESOLVED, that the first sentence of Article III,
Section I of the Bylaws of the Company be deleted and the following be substituted
therefore:
"SECTION I. The authorized number of directors of the corporation shall be
seven."
IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of
said Company effective as of the 5th day of December, 2006.
/s/ Jan R. Reimer
(SEAL) Assistant Corporate Secretary