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EXHIBIT 3.2.3
CERTIFICATE OF AMENDMENT OF BYLAWS
OF
NOVELLUS SYSTEMS, INC.,
a California corporation
Date: February 5, 1999
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The undersigned, Robert H. Smith, certifies that:
1. He is the Secretary of Novellus Systems, Inc., a California
corporation.
2. Effective February 5, 1999, Article X Section 10.4 of the Bylaws
of the Corporation were amended as follows:
"Section 10.4.Notice of Meetings. Whenever shareholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60
days before the day of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place, date, and hour of the meeting and (a) in the
case of a special meeting, the general nature of the business to be transacted,
and no other business may be transacted, or (b) in the case of the annual
meeting, those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders. The notice of any
meeting at which directors are to be elected shall include the names of nominees
intended at the time of the notice to be presented by the Board of Directors for
election.
Subject to the provisions of Section 10.8 hereof any matter properly
brought before an annual meeting may be presented at the meeting for such
action. To be properly brought before an annual meeting, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or otherwise properly
brought before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 45 days nor more than 75 days prior to the date on
which the corporation first mailed its proxy materials for the previous year's
annual meeting of shareholders (or the date on which the corporation mails its
proxy materials for the current year if during the prior year the corporation
did not hold an annual meeting or if the date of the annual meeting was changed
more than 30 days from the prior year). A shareholder's notice to the secretary
shall set forth as to each matter the shareholder 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 record address of the shareholder proposing
such business, (iii) the class and number of shares of the corporation which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 10.4, provided, however, that nothing in
this Section 10.4 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting in accordance with said
procedure.
The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 10.4, and if he should
so determine he shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted.
Nothing in this Section 10.4 shall affect the right of a shareholder to
request inclusion of a proposal in the corporation's proxy statement to the
extent that such right is provided by an applicable rule of the Securities and
Exchange Commission."
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Executed on this 5th day of February 1999.
/s/ ROBERT H. SMITH
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Robert H. Smith, Secretary
