Famous Footwear 2004 Annual Report Download - page 87

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hold office, by dividing them into three classes, and shall be apportioned among the classes as to make all classes as nearly equal in number as possible. At
each annual election, the successors of the directors of the class whose term shall expire in that year shall be elected to hold office for the term of three years so
that the term of office of one class of directors shall expire in each year.
Section 2. Meetings of the Board. Meetings of the Board of Directors shall be held at such place within or without the State of New York as may from
time to time be fixed by resolution of the Board, or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at
such times as may from time to time be fixed by resolution of the Board. Notice need not be given of the regular meetings of the Board held at times fixed by
resolution of the Board. Special meetings of the Board may be held at any time upon the call of the Chairman of the Board or any two directors by (i) facsimile
or electronic notice, duly sent to, or written notice, duly served in person on each director, in either case not less than forty-eight hours before such meeting or
(ii) written notice, duly sent to each director not less than three days before such meeting. Special meetings of the Board of Directors may be held without
notice, if all of the directors are present or if those not present waive notice of the meeting in writing. Any one or more of the directors may participate in a
meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 3. Quorum. The attendance of a majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and
the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except as otherwise may be
specifically provided by law or by the Company’s Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 4. Vacancies. Vacancies in the Board of Directors may be filled by a vote of a majority of the directors in office even though less than a quorum;
provided that, in case of an increase in the number of directors pursuant to an amendment of these Bylaws made by the stockholders, the stockholders may
fill the vacancy or vacancies so created at the meeting at which the bylaw amendment is effected. The directors so chosen shall hold office, unless they are
removed therefrom by the stockholders, for the unexpired portion of the term of the directors whose place shall be vacant and until the election of their
successors.
Section 5. Resignations. Any director of the Company may resign at any time by giving written notice to the Chairman of the Board or to the Secretary of
the Company. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not
be necessary to make it effective.
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