Famous Footwear 2004 Annual Report Download - page 86

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such quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as first convened had there
been a quorum.
Section 6. Voting. At all meetings of the stockholders, each holder of record of outstanding shares of stock of the Company, entitled to vote thereat, may so
vote either in person or by proxy. A proxy may be appointed either by instrument in writing executed by such holder or by his duly authorized attorney, or by
such others means, including the transmission of a telegram, cablegram or other means of electronic transmission, such as telephone and Internet, as may be
authorized under the laws of the State of New York. No proxy shall be valid after the expiration of eleven months from the date of its execution or transmission
unless the stockholder executing or transmitting it shall have specified therein a longer time during which it is to continue to force.
Section 7. Record of Stockholders.
a. The Board of Directors may prescribe a period, not exceeding sixty days nor less than ten days prior to any meeting of the stockholders, during which
no transfer of stock on the books of the company may be made. In lieu of prohibiting the transfer of stock as aforesaid, the Board of Directors may fix a day
or hour, not more than sixty days prior to the day of holding any meeting of stockholders, as the time as of which stockholders entitled to notice of and to vote
at such meeting shall be determined, and all persons who were holders of record of voting stock at such time, and no others, shall be entitled to notice of and to
vote at such meeting.
b. A complete list of the stockholders entitled to vote at such meeting shall be prepared with the address of each stockholder and the number of shares held
by each, which list shall be produced and kept open at the time and place of the meeting, and, upon request, shall be subject to the inspection of any
stockholder during the whole time of the meeting. Failure to comply with the above requirements in respect of lists of stockholders shall not affect the validity
of any action taken at such meeting.
Section 8. Inspectors of Election. At all elections of directors by the stockholders, the chairman of the meeting shall appoint two Inspectors of Election.
Before entering upon the discharge of his duties, each such inspector shall take and subscribe an oath or affirmation faithfully to execute the duties of
inspector at such meeting as provided by law with strict impartiality and according to the best of his ability and thereupon the inspectors shall take charge of
the polls and after the balloting shall make a certificate of the result of the vote taken. No director or candidate for the office of director shall be appointed such
inspector.
ARTICLE II
Directors
Section 1. Number. The number of directors within the maximum and minimum limits provided for in the Certificate of Incorporation may be changed
from time to time by the stockholders or by the Board of Directors by an amendment to these Bylaws. Subject to amendment of these Bylaws, as aforesaid,
the number of directors of the Corporation shall be nine. Such directors shall be classified in respect of the time for which they shall severally
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