UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
October
1, 2008
Date of
Report (date of earliest event reported)
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MICRON
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-10658
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75-1618004
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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|||
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8000
South Federal Way
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Boise,
Idaho 83716-9632
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(Address
of principal executive offices)
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(208)
368-4000
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(Registrant’s
telephone number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On
October 1, 2008, the Company announced its financial results for the fiscal year
ended August 28, 2008. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
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Item
2.05.
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Costs
Associated with Exit or Disposal
Activities.
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In the
fourth quarter of fiscal 2007, the Company began pursuing a number of
initiatives to drive greater cost efficiencies and revenue growth across its
operations. These initiatives include workforce reductions in certain
areas of the Company as the Company’s business is
realigned. Additional initiatives include establishing certain
operations closer in location to the Company’s global customers, evaluating
functions more efficiently performed through partnerships or other outside
relationships and reducing the Company’s overhead costs to meet or exceed
industry benchmarks.
In the
fourth quarter and 2008 fiscal year, the Company recorded charges of $4 million
and $33 million, respectively, for employee severance and related costs, a
write-down of certain facilities to their fair values, and relocation and
retention bonuses. Since the fourth quarter of 2007, the Company has
incurred $52 million due to the restructuring initiatives.
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Effective September 30, 2008, the
Company’s Board of Directors amended the Company’s Bylaws to implement majority
voting standards for the election of directors. The full text of the Company’s
Bylaws, is attached as Exhibit 99.2 to this Current Report of Form
8-K.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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The
following exhibits are filed
herewith:
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Exhibit No.
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Description
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99.1
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Press
Release issued on October 1, 2008
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99.2
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Bylaws
of the Registrant, as
amended
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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MICRON
TECHNOLOGY, INC.
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Date:
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October
1, 2008
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By:
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/s/
Ronald C. Foster
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Name:
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Ronald
C. Foster
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Title:
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Chief
Financial Officer and
Vice
President of Finance
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED OCTOBER 1, 2008
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Exhibit
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Description
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99.1
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Press
Release issued on October 1, 2008
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99.2
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Bylaws
of the Registrant, as amended
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EXHIBIT 99.1
FOR
IMMEDIATE RELEASE
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Contacts:
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Kipp
A. Bedard
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Daniel
Francisco
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Investor
Relations
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Media
Relations
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kbedard@micron.com
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dfrancisco@micron.com
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(208)
368-4400
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(208)
368-5584
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MICRON TECHNOLOGY, INC.,
REPORTS RESULTS FOR THE
FOURTH QUARTER AND 2008
FISCAL YEAR
BOISE, Idaho, October 1, 2008
– Micron Technology, Inc., (NYSE: MU) today announced results of operations for
its fourth quarter and 2008 fiscal year, which ended August 28, 2008. For the
fourth quarter of fiscal 2008, the company posted a net loss of $344 million, or
$0.45 per diluted share, on net sales of $1.45 billion. These results include a
non-cash charge to cost of goods sold of $205 million to write down the value of
work in process and finished goods inventories of memory products to their
estimated market values and the effect of a recovery of $70 million for price
adjustments for NAND products purchased from other suppliers in prior periods.
For the 2008 fiscal year, the company posted a net loss of $1.6 billion, or
$2.10 per diluted share on net sales of $5.8 billion. The annual results also
include the effect of a non-cash charge of $463 million during the second
quarter of fiscal 2008, in accordance with FASB Statement No. 142, “Goodwill and
Other Intangible Assets,” to write off the carrying value of goodwill previously
recognized in the company’s memory segment. Absent the effects of the fourth
quarter inventory write-down, the NAND Flash price adjustments and second
quarter goodwill write-off, net loss would have been $209 million, or $0.27 per
diluted share, for the fourth quarter and $1,021 million, or $1.32 per diluted
share, for the 2008 fiscal year. In the fourth quarter and for the 2008 fiscal
year, the company generated $243 million and $1.0 billion, respectively, in cash
flows from operating activities and ended the quarter with $1.4 billion in cash
and investments.
“The global memory market
continues to experience severe oversupply and price degradation, and it remains
a challenging period for all of us competing in the industry,” said Steve
Appleton, Micron Chairman and CEO. “Micron has pursued various initiatives in
the past year to drive greater cost efficiencies across our operations and has
made significant progress as shown by our cost per bit reductions and the
contribution of cash flow from operations to the balance sheet. Consistent with
these efforts and in view of market conditions, we are implementing a 20 percent
reduction in salary compensation for Micron senior executives, while we continue
to diligently work through our business planning process to ensure the
competitiveness and long-term success of the company.”
Sales of
memory products in the fourth quarter of fiscal 2008 decreased 4 percent
compared to the third quarter. Sales of DRAM products in the fourth quarter of
fiscal 2008 decreased slightly compared to the preceding quarter primarily as a
result of an approximate 5 percent decrease in gigabit sales. Comparing the same
periods for NAND Flash products, sales decreased approximately 10 percent as a
result of an approximate 20 percent decrease in the average selling price,
partially offset by an approximate 10 percent increase in gigabit
sales.
Absent
the effect of the inventory write-down in the fourth quarter and the NAND Flash
price adjustments, the company’s gross margin on sales of memory products was
slightly positive, with cost of goods sold per gigabit in the fourth quarter
decreasing approximately 5 percent and 15 percent for DRAM and NAND Flash
products, respectively, compared to the third quarter. Inventories for memory
products decreased in the fourth quarter of fiscal 2008 compared to the third
quarter partially as a result of the write-down at the end of the fourth
quarter.
Sales of
CMOS image sensors in the fourth quarter of fiscal 2008 increased slightly
compared to the third quarter and represented 12 percent of the company’s total
sales in the fourth quarter. The company’s gross margin on sales of imaging
products during the fourth quarter decreased to 29 percent compared to 35
percent in the third quarter, primarily due to lower average selling
prices.
The
company will host a conference call today at 2:30 p.m. MDT to discuss its
financial results. The call, audio and slides will be available online at www.micron.com. A
webcast replay will be available on the company’s Web site until Oct. 1, 2009. A
taped audio replay of the conference call will also be available at (706)
645-9291 (conference number: 63955265) beginning at 5:30 p.m. MDT today and
continuing until 5:30 p.m. MDT on Oct. 8, 2008.
Micron
Technology, Inc., is one of the world's leading providers of advanced
semiconductor solutions. Through its worldwide operations, Micron manufactures
and markets DRAM, NAND flash memory, CMOS image sensors, other semiconductor
components, and memory modules for use in leading-edge computing, consumer,
networking and mobile products. Micron's common stock is traded on the New York
Stock Exchange (NYSE) under the MU symbol. To learn more about Micron
Technology, Inc., visit www.micron.com.
MICRON
TECHNOLOGY, INC.
CONSOLIDATED
FINANCIAL SUMMARY
(Amounts
in millions except per share data)
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4th
Qtr.
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3rd
Qtr.
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4th
Qtr.
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Year
Ended
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|||||||||||||||||
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Aug.
28,
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May
29,
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Aug.
30,
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Aug.
28,
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Aug.
30,
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||||||||||||||||
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2008
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2008
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2007
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2008
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2007
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||||||||||||||||
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Net
sales
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$ | 1,449 | $ | 1,498 | $ | 1,437 | $ | 5,841 | $ | 5,688 | ||||||||||
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Cost
of goods sold (1)
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1,514 | 1,450 | 1,264 | 5,896 | 4,610 | |||||||||||||||
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Gross margin
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(65 | ) | 48 | 173 | (55 | ) | 1,078 | |||||||||||||
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Selling,
general and administrative
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107 | 116 | 143 | 455 | 610 | |||||||||||||||
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Research
and development
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167 | 170 | 184 | 680 | 805 | |||||||||||||||
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Goodwill
impairment (2)
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-- | -- | -- | 463 | -- | |||||||||||||||
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Restructure
(3)
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4 | 8 | 19 | 33 | 19 | |||||||||||||||
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Other
operating (income) expense, net (4)
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(5 | ) | (21 | ) | (12 | ) | (91 | ) | (76 | ) | ||||||||||
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Operating
loss
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(338 | ) | (225 | ) | (161 | ) | (1,595 | ) | (280 | ) | ||||||||||
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Interest
income (expense), net
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(9 | ) | (6 | ) | 15 | (3 | ) | 103 | ||||||||||||
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Other
non-operating income (expense), net
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(6 | ) | -- | -- | (13 | ) | 9 | |||||||||||||
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Income
tax provision (5)
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(2 | ) | (13 | ) | (6 | ) | (18 | ) | (30 | ) | ||||||||||
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Noncontrolling
interests in net (income) loss
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11 | 8 | (6 | ) | 10 | (122 | ) | |||||||||||||
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Net
loss
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$ | (344 | ) | $ | (236 | ) | $ | (158 | ) | $ | (1,619 | ) | $ | (320 | ) | |||||
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Earnings
(loss) per share:
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||||||||||||||||||||
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Basic
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$ | (0.45 | ) | $ | (0.30 | ) | $ | (0.21 | ) | $ | (2.10 | ) | $ | (0.42 | ) | |||||
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Diluted
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(0.45 | ) | (0.30 | ) | (0.21 | ) | (2.10 | ) | (0.42 | ) | ||||||||||
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Number
of shares used in per share calculations:
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||||||||||||||||||||
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Basic
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772.9 | 772.8 | 770.9 | 772.5 | 769.1 | |||||||||||||||
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Diluted
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772.9 | 772.8 | 770.9 | 772.5 | 769.1 | |||||||||||||||
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Reconciliation
of GAAP to Non-GAAP Financial Measures (6)
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||||||||||||||||||||
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Gross
margin:
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||||||||||||||||||||
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On a GAAP basis
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$ | (65 | ) | $ | 48 | $ | 173 | $ | (55 | ) | $ | 1,078 | ||||||||
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Inventory
write-downs
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205 | -- | 20 | 205 | 20 | |||||||||||||||
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NAND Flash memory price
adjustments
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(70 | ) | -- | -- | (70 | ) | -- | |||||||||||||
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On a non-GAAP
basis
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$ | 70 | $ | 48 | $ | 193 | $ | 80 | $ | 1,098 | ||||||||||
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Net
loss:
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||||||||||||||||||||
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On a GAAP basis
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$ | (344 | ) | $ | (236 | ) | $ | (158 | ) | $ | (1,619 | ) | $ | (320 | ) | |||||
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Inventory
write-downs
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205 | -- | 20 | 205 | 20 | |||||||||||||||
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NAND Flash memory price
adjustments
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(70 | ) | -- | -- | (70 | ) | -- | |||||||||||||
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Goodwill
impairment
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-- | -- | -- | 463 | -- | |||||||||||||||
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On a non-GAAP
basis
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$ | (209 | ) | $ | (236 | ) | $ | (138 | ) | $ | (1,021 | ) | $ | (300 | ) | |||||
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Diluted
earnings (loss) per share:
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||||||||||||||||||||
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On a GAAP basis
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$ | (0.45 | ) | $ | (0.30 | ) | $ | (0.21 | ) | $ | (2.10 | ) | $ | (0.42 | ) | |||||
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Inventory
write-downs
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0.27 | -- | 0.03 | 0.27 | 0.03 | |||||||||||||||
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NAND Flash memory price adjustments
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(0.09 | ) | -- | -- | (0.09 | ) | -- | |||||||||||||
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Goodwill impairment
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-- | -- | -- | 0.60 | -- | |||||||||||||||
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On a non-GAAP basis
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$ | (0.27 | ) | $ | (0.30 | ) | $ | (0.18 | ) | $ | (1.32 | ) | $ | (0.39 | ) | |||||
CONSOLIDATED
FINANCIAL SUMMARY, Continued
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As
of
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||||||||||||
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Aug.
28,
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May
29,
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Aug.
30,
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||||||||||
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2008
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2008
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2007
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||||||||||
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Cash
and short-term investments
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$ | 1,362 | $ | 1,584 | $ | 2,616 | ||||||
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Receivables
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1,032 | 995 | 994 | |||||||||
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Inventories
(1)
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1,291 | 1,453 | 1,532 | |||||||||
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Total
current assets
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3,779 | 4,129 | 5,234 | |||||||||
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Property,
plant and equipment, net
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8,811 | 8,721 | 8,279 | |||||||||
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Goodwill
(2)
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58 | 58 | 515 | |||||||||
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Total
assets
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13,430 | 13,616 | 14,818 | |||||||||
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Accounts
payable and accrued expenses
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1,111 | 1,374 | 1,385 | |||||||||
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Current
portion of long-term debt
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275 | 262 | 423 | |||||||||
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Total
current liabilities
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1,598 | 1,784 | 2,026 | |||||||||
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Long-term
debt (7)
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2,451 | 2,159 | 1,987 | |||||||||
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Noncontrolling
interests in subsidiaries
|
2,865 | 2,811 | 2,607 | |||||||||
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Total
shareholders’ equity
|
6,178 | 6,508 | 7,752 | |||||||||
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Year
Ended
|
||||||||
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Aug.
28,
|
Aug.
30,
|
|||||||
|
2008
|
2007
|
|||||||
|
Net
cash provided by operating activities
|
$ | 1,018 | $ | 937 | ||||
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Net
cash used for investing activities
|
(2,092 | ) | (2,391 | ) | ||||
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Net
cash provided by financing activities
|
125 | 2,215 | ||||||
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Depreciation
and amortization
|
2,060 | 1,718 | ||||||
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Expenditures
for property, plant and equipment
|
(2,529 | ) | (3,603 | ) | ||||
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Net
cash received from noncontrolling interests
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268 | 1,249 | ||||||
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Payments
on equipment purchase contracts
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(387 | ) | (487 | ) | ||||
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Noncash
equipment acquisitions on contracts payable and capital
leases
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501 | 1,010 | ||||||
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(1)
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The
results for the fourth, second and first quarters of fiscal 2008 and
fourth of fiscal 2007 include charges of $205 million, $15 million, $62
million and $20 million, respectively, to write down the carrying value of
work in process and finished goods inventories of memory products to their
estimated market values. In addition, cost of goods sold in the fourth
quarter of fiscal 2008 includes the effect of price adjustments for NAND
products purchased from other suppliers in prior
periods.
|
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(2)
|
In
the second quarter of fiscal 2008, in accordance with FASB Statement No.
142, “Goodwill and Other Intangible Assets,” the company performed a test
to determine whether or not its goodwill was impaired. Based on the
results of the test, the company wrote off all of the $463 million of
goodwill associated with its Memory segment as of February 28,
2008.
|
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(3)
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In
the fourth quarter of fiscal 2007, the company announced it was pursuing a
number of initiatives to drive greater cost efficiencies and revenue
growth across its operations. In the fourth quarter of fiscal 2008 and in
aggregate for fiscal 2008, the company recorded restructure charges of $4
million and $33 million, respectively, consisting primarily of employee
severance and related costs and relocation and
|
|
retention
bonuses. The company also incurred a charge to write down the carrying
value of certain facilities to their estimated fair values in the first
quarter of fiscal 2008. Since the fourth quarter of fiscal 2007, the
company has incurred $52 million due to the restructuring initiatives. At
the end of the fourth quarter of fiscal 2008, liabilities for unpaid
portions of the restructure charge were $6
million.
|
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(4)
|
Other
operating (income) expense for fiscal 2008 includes $66 million from gains
on disposals of semiconductor equipment, $25 million of losses from
changes in foreign currency exchange rates and $38 million of receipts
from the U.S. government in connection with anti-dumping tariffs received
in the first quarter of fiscal 2008. Other operating (income) expense for
fiscal 2007 includes $43 million from gains on disposals of semiconductor
equipment, a gain of $30 million from the sale of certain intellectual
property to Toshiba Corporation, $7 million in grants received in
connection with the company’s operations in China and losses of $14
million from changes in currency exchange rates. Other operating income
for the third quarter of fiscal 2008 includes $13 million from gains on
disposals of semiconductor equipment. Other operating (income) expense for
the fourth quarter of fiscal 2007 includes $18 million from gains on
disposals of semiconductor equipment and losses of $11 million from
changes in currency exchange rates.
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(5)
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Income
taxes for fiscal 2008 and 2007 primarily reflect taxes on the company’s
non-U.S. operations and U.S. alternative minimum tax. The company has a
valuation allowance for its net deferred tax asset associated with its
U.S. operations. Tax attributable to U.S. operations in fiscal 2008 and
2007 were substantially offset by changes in the valuation
allowance.
|
|
Effective
at the beginning of the first quarter of fiscal 2008, the company adopted
the provisions of FIN 48. In connection with the adoption of FIN 48, the
company increased its liability and decreased retained earnings by $1
million for net unrecognized tax benefits at August 31, 2007. Due to
certain foreign statutes of limitations which expired on December 31,
2007, the company recognized approximately $15 million of previously
unrecognized tax benefits in the second quarter of fiscal
2008.
|
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(6)
|
To
supplement its consolidated financial statements presented on a GAAP
basis, the company uses non-GAAP measures of gross margin, net income and
earnings per share, which are adjusted to exclude goodwill impairment,
inventory write-downs and price adjustments for NAND products purchased
from other suppliers in prior periods. Management does not consider these
charges in evaluating the core operational activities of the company. In
addition, management believes these non-GAAP measures are useful to
investors in enabling them to better assess changes in the company’s
operating results across different time periods. These measures should be
considered in addition to results prepared in accordance with GAAP, but
should not be considered a substitute for or superior to GAAP results. The
non-GAAP financial measures presented by the company may be different than
the non-GAAP financial measures presented by other
companies.
|
|
(7)
|
In
the fourth and third quarters of fiscal 2008, the company’s TECH
subsidiary borrowed $330 million and $270 million, respectively against a
credit facility at Singapore Interbank Offered Rate ("SIBOR") plus 2.5%,
subject to customary covenants. Payments are due in approximately equal
installments over 13 quarters commencing in May 2009. Also in the third
quarter of fiscal 2008, TECH repaid $240 million outstanding under its
previous credit facility.
|
EXHIBIT 99.2
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 I of the Bylaws of this corporation are hereby amended to read as
follows:
SECTION
I. The authorized number
of directors of the Corporation shall be ten.
The
number of directors provided in this Section I may be changed by a Bylaw duly
adopted by the affirmative vote of a majority of the outstanding shares entitled
to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my
hand and affixed the corporate seal of said corporation effective as of the 23rd
day of May, 1994.
Cathy L.
Smith
Corporate
Secretary
(SEAL)
CERTIFICATE
OF THIRTEENTH AMENDMENT
TO THE
BYLAWS OF
MICRON
TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary
of Micron Technology, Inc. a Delaware corporation, hereby certify that the
following resolution was adopted by the Board of Directors on September 1,
1994:
RESOLVED: Article III,
Section I of the Bylaws of this corporation are hereby amended to read as
follows:
SECTION
I. The
authorized number of directors of the Corporation shall be eleven. The number of
directors provided in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares entitled to vote or
by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my
hand and affixed the corporate seal of said corporation effective as of the 1st
day of September, 1994.
Cathy L.
Smith
Corporate
Secretary
(SEAL)
CERTIFICATE
OF FOURTEENTH AMENDMENT
TO THE
BYLAWS OF
MICRON
TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary
of Micron Technology, Inc. a Delaware corporation, hereby certify that the
following resolution was adopted by the Board of Directors on October 27,
1994:
RESOLVED: Article
III, Section I of the Bylaws of this corporation are hereby amended to read as
follows:
SECTION
I. The
authorized number of directors of the Corporation shall be ten. The
number of directors provided in this Section I may be changed by a Bylaw duly
adopted by the affirmative vote of a majority of the outstanding shares entitled
to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my
hand and affixed the corporate seal of said corporation effective as of the 27th
day of October, 1994.
Cathy L.
Smith
Corporate
Secretary
(SEAL)
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 ofa
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)
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
(SEAL) 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
(SEAL)
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
(SEAL)
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
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
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
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
CERTIFICATE
OF TWENTY-NINTH 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 effective as of September 30, 2008:
WHEREAS, the Company's
Governance Committee of the Board of Directors (“Committee”) has recommended
that Article II, Section 9 and Article III, Section 2 of the Company's Bylaws be
amended; and
WHEREAS, the Board of
Directors is in agreement with the recommendation of the Committee.
NOW THEREFORE, BE IT RESOLVED,
that Article II, Section 9 of the Bylaws of the Company be amended to read as
follows:
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 issue brought before such meeting, unless the issue is
(a) 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 issue or (b) relates to the
election of directors, in which case the provisions of Article III Section 2 of
these bylaws shall apply.
RESOLVED FURTHER, that Article
III, Section 2 of the Bylaws of the Company be amended to read as
follows:
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. Except as provided in Section 5 of this
Article III, each director shall be elected by the vote of the majority of the
votes cast with respect to the director at any meeting for the election of
directors at which a quorum is present, provided that if as of a date that is
fourteen (14) days in advance of the date the corporation files its definitive
proxy statement (regardless of whether or not thereafter revised or
supplemented) with the Securities and Exchange Commission the number of nominees
exceeds the number of directors to be elected, the directors shall be elected by
the vote of a plurality of the shares represented in person or by proxy at any
such meeting and entitled to vote on the election of directors. For purposes of
this Section, a majority of the votes cast means that the number of shares voted
"for" a director must exceed the number of votes cast against that director. The
Governance Committee has established procedures under which any director who is
not elected shall offer to tender his or her resignation to the Board. The
Governance Committee will make a recommendation to the Board on whether to
accept or reject the resignation, or whether other action should be taken. The
Board will act on the Committee’s recommendation and publicly disclose its
decision and the rationale behind it within 90 days from the date of the
certification of the election results. 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.
IN WITNESS WHEREOF, I hereunto
set my hand and affix the corporate seal of said Company effective as of the
30th day of September, 2008.
/s/ Jan
Reimer
(SEAL)
Assistant Corporate Secretary