AMENDED AND RESTATED BYLAWS OF STARBUCKS CORPORATION AS AMENDED AND RESTATED THROUGH MAY 8 2002 ARTICLE I SHAREHOLDERS Section 1 1 Annual Meeting The annual meeting of the shareholders of the Corporation shall be held each year on a date between January 1 and June 30 with a specific date and time to be determined from time to time by the Board of Directors The failure to hold an annual meeting at the time stated in these bylaws does not affect the validity of any corporate action At each annual meeting of shareholders the shareholders shall elect a class of directors as set forth in Section 2 1 hereof and in the Corporation s Articles of Incorporation and transact such other business as may properly be brought before the meeting No business may be transacted at an annual meeting of shareholders other than business that is a specified in the notice of meeting or any supplement thereto given by or at the direction of the Board of Directors or any duly authorized committee thereof b otherwise properly brought before the annual meeting by or at the direction of the Board of Directors or any duly authorized committee thereof or c otherwise properly brought before the annual meeting by any shareholder of the corporation i who is a shareholder on the date of the giving of the notice provided for in Section 1 4 hereof and on the record date for the determination of shareholders entitled to vote at such annual meeting and ii who complies with the notice procedures set forth in Section 1 12 hereof Section 1 2 Special Meetings Special meetings of the shareholders may be held upon call of the Board of Directors or of the President and shall be called by the Board of Directors or the President upon the delivery of a written request of the holders of ten percent of the outstanding stock entitled to vote to the Secretary of the Corporation Section 1 3 Meeting Place All meetings of the shareholders shall be held at a location determined from time to time by the Board of Directors and the place at which any such meeting shall be held shall be stated in the notice of the meeting Section 1 4 Notice of Meetings Written notice of the time and place of the meeting and in the case of a special meeting the purpose or purposes for which the meeting is called shall be delivered personally or mailed not less than ten days nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the address appearing upon the stock transfer books of the Corporation If the shareholders will be voting on i an amendment to the Articles of Incorporation ii a plan of merger or share exchange iii the sale of all or substantially all of the Corporation s assets or iv the dissolution of the Corporation notice shall be delivered personally or mailed not less than 20 nor more than 60 days before the date of the meeting Meetings may be held without notice if all shareholders entitled to vote are present or represented by proxy or if notice is waived by those not present or so represented at the beginning of the meeting Section 1 5 Waiver of Notice Notice of time place and purpose of any meeting may be waived in writing before or after the time of the meeting and will be waived by any shareholder by his or her attendance at such meeting in person or by proxy unless at the beginning of the meeting such shareholder objects to the meeting or the transaction of business at such meeting Any shareholder waiving his or her right to notice shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given Section 1 6 Quorum Except as otherwise required by law a A quorum at any annual or special meeting of shareholders shall consist of shareholders representing either in person or by proxy a majority of the outstanding shares of the Corporation entitled to PAGE vote at such meeting If a quorum is not present the holders of a majority of the shares so present or represented may adjourn the meeting from time to time until a quorum is present b Action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the number of votes cast opposing the action Section 1 7 Organization of Meetings Meetings of the shareholders shall be presided over by the President but if the President is not present then by a Vice President If neither the President nor a Vice President is present by a chairman to be chosen at the meeting The Secretary of the Corporation shall act as Secretary of the meeting if present Section 1 8 Proxies At all meetings of shareholders a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact Such proxy shall be filed with the Secretary of the Corporation or other officer of the Corporation or agent authorized to tabulate votes before or at the time of the meeting No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in such proxy Any proxy regular on its face shall be presumed to be valid Section 1 9 Shareholders Action Without Meeting Any action required or which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof Section 1 10 Action of Shareholders by Communication Equipment Shareholders may participate in a meeting of shareholders by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time Participation by such means shall constitute presence in person at a meeting Section 1 11 List of Shareholders At least ten days before each meeting of shareholders a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof shall be made Such list shall be arranged in alphabetical order with the address of and number of shares held by each shareholder Such record shall be kept on file at the principal office of the Corporation for a period of ten days prior to such meeting The record shall be produced and kept open at the time and place of such meeting for the inspection of any shareholder Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting Section 1 12 Notice of Shareholder Business to be Conducted at the Annual Meeting
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