Famous Footwear 2004 Annual Report Download - page 85

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meeting, (b) the name and address, as they appear on the Company’s books, of the stockholder proposing such business, (c) the class and number of shares
of the Company which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, but subject to Article II, Section 8 hereof, no business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2. 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 2, 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. The Chairman of an annual meeting shall have absolute authority to
decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive. The provisions of this Section 2
shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act. The meeting may be adjourned from time to time until
its business is completed.
Section 3. Special Meetings. Special meetings of the stockholders may be held upon call by the majority of the Board of Directors, the Chairman of the
Board, or the Chief Executive Officer, at such time as may be fixed by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, and
at such place within or without the State of New York as may be stated in the call and notice. The meeting may be adjourned from time to time until its
business is completed.
Section 4. Notice of Meetings. Written notice of the time, place and purpose or purposes of every meeting of stockholders, signed by the Chairman of the
Board or the Chief Executive Officer, the President or a Vice-President or the Secretary or an Assistant Secretary, shall be served either personally, by mail or
electronically, not less than ten days nor more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting and upon
each other stockholder of record who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were
taken.
If mailed, such notice shall be directed to each stockholder at his address as it appears on the stock book unless he shall have filed with the Secretary of
the Company a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such
request. Such further notice shall be given by mail, publication or otherwise, as may be required by the Certificate of Incorporation of the Company or by law.
Section 5. Quorum. At every meeting of the stockholders, the holders of record of shares entitled in the aggregate to a majority of the number of votes
which could at the time be cast by the holders of all shares of the capital stock of the Company then outstanding and entitled to vote if all such holders were
present or represented at the meeting, shall constitute a quorum, unless a different percentage shall be required by law, the Company’s Certificate of
Incorporation or these Bylaws. If at any meeting there shall be no quorum, the holders of a majority of the shares of stock entitled to vote so present or
represented may adjourn the meeting from time to time, without notice other than announcement at the meeting, until
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