Neiman Marcus 2002 Annual Report Download - page 72

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BYLAWS
OF
THE NEIMAN MARCUS GROUP, INC.
(hereinafter called the "Corporation")
(As amended through December 1, 2002)
Article I. PREAMBLE
These Bylaws shall be subject to all provisions of the General Corporation Law of the State of Delaware ("GCL") and all of
the provisions of the Certificate of Incorporation.
Article II. MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meeting of Stockholders shall be held on such date and at such time as shall be
designated from to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect
directors in the manner provided in the Certificate of Incorporation and in these Bylaws, and transact such other business as may
properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 3. Special Meetings. Unless otherwise prescribed by the Certificate of Incorporation, Special Meetings of
Stockholders, for any purpose or purposes, may be called by the Chairman of the Board of Directors and shall be called by such
officer or the Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.
Section 4. Quorum. Except as otherwise provided by the GCL or by the Certificate of Incorporation or these Bylaws, the
holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have
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