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 ofthe 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 ofDirectors. The failure to hold an annual meeting at the time stated in thesebylaws does not affect the validity of any corporate action. At each annualmeeting of shareholders, the shareholders shall elect a class of directors asset forth in Section 2.1 hereof and in the Corporation's Articles ofIncorporation, and transact such other business as may properly be broughtbefore the meeting. No business may be transacted at an annual meeting ofshareholders 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 ofDirectors (or any duly authorized committee thereof), (b) otherwise properlybrought before the annual meeting by or at the direction of the Board ofDirectors (or any duly authorized committee thereof) or (c) otherwise properlybrought before the annual meeting by any shareholder of the corporation (i) whois a shareholder on the date of the giving of the notice provided for in Section1.4 hereof and on the record date for the determination of shareholders entitledto vote at such annual meeting and (ii) who complies with the notice proceduresset forth in Section 1.12 hereof. Section 1.2 Special Meetings. Special meetings of the shareholders maybe held upon call of the Board of Directors or of the President and shall becalled by the Board of Directors or the President upon the delivery of a writtenrequest of the holders of ten percent of the outstanding stock entitled to voteto the Secretary of the Corporation. Section 1.3 Meeting Place. All meetings of the shareholders shall beheld at a location determined from time to time by the Board of Directors, andthe place at which any such meeting shall be held shall be stated in the noticeof the meeting. Section 1.4 Notice of Meetings. Written notice of the time and place ofthe meeting and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called shall be delivered personally or mailed not lessthan ten days nor more than 60 days before the date of the meeting to eachshareholder of record entitled to vote, at the address appearing upon the stocktransfer books of the Corporation. If the shareholders will be voting on (i) anamendment to the Articles of Incorporation, (ii) a plan of merger or shareexchange, (iii) the sale of all or substantially all of the Corporation'sassets, or (iv) the dissolution of the Corporation, notice shall be deliveredpersonally or mailed not less than 20 nor more than 60 days before the date ofthe meeting. Meetings may be held without notice if all shareholders entitled tovote are present or represented by proxy or if notice is waived by those notpresent or so represented at the beginning of the meeting. Section 1.5 Waiver of Notice. Notice of time, place and purpose of anymeeting may be waived in writing before or after the time of the meeting, andwill be waived by any shareholder by his or her attendance at such meeting inperson or by proxy unless at the beginning of the meeting such shareholderobjects to the meeting or the transaction of business at such meeting. Anyshareholder waiving his or her right to notice shall be bound by the proceedingsof 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 shallconsist of shareholders representing, either in person or by proxy, a majorityof the outstanding shares of the Corporation entitled to<PAGE>vote at such meeting. If a quorum is not present, the holders of a majority ofthe shares so present or represented may adjourn the meeting from time to timeuntil a quorum is present. (b) Action on a matter other than the election of directors is approvedif the votes cast favoring the action exceed the number of votes cast opposingthe action. Section 1.7 Organization of Meetings. Meetings of the shareholders shallbe presided over by the President, but if the President is not present, then bya Vice President. If neither the President nor a Vice President is present, by achairman to be chosen at the meeting. The Secretary of the Corporation shall actas Secretary of the meeting, if present. Section 1.8 Proxies. At all meetings of shareholders, a shareholder mayvote by proxy executed in writing by the shareholder or by his duly authorizedattorney in fact. Such proxy shall be filed with the Secretary of theCorporation or other officer of the Corporation or agent authorized to tabulatevotes before or at the time of the meeting. No proxy shall be valid after elevenmonths 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 orwhich may be taken at a meeting of the shareholders may be taken without ameeting if a consent in writing setting forth the action so taken shall besigned by all of the shareholders entitled to vote with respect to the subjectmatter thereof. Section 1.10 Action of Shareholders by Communication Equipment.Shareholders may participate in a meeting of shareholders by means of aconference telephone or similar communication equipment by means of which allpersons 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 meetingof shareholders, a complete list of the shareholders entitled to vote at suchmeeting, or any adjournment thereof, shall be made. Such list shall be arrangedin alphabetical order with the address of and number of shares held by eachshareholder. Such record shall be kept on file at the principal office of theCorporation for a period of ten days prior to such meeting. The record shall beproduced and kept open at the time and place
View Full Document
Unlocking...