Neiman Marcus 2002 Annual Report Download - page 73

power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting. Any stock of the Corporation belonging to the Corporation at the time of any meeting or any adjourned
session thereof shall neither be entitled to vote nor counted for quorum purposes provided, however, that this sentence shall not be
construed as limiting the right of the Corporation to vote its own stock held by it in a fiduciary capacity.
Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, (a) any question
brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and
entitled to vote thereat and (b) each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each
share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy
shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.
Section 6. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list of the stockholders entitled to vote at every meeting of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
Section 7. Business Brought Before Meetings. At any Annual Meeting of Stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by a stockholder of the Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 2, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in
this Section 2. For business to be properly brought before an Annual Meeting of Stockholders pursuant to clause (c) above, the
stockholder must have given written notice thereof to, either by personal delivery or by United States mail, postage prepaid, and such
notice must have been received by, the Secretary of the Corporation, not later than ninety days prior to the anniversary date of the
immediately preceding Annual Meeting. Such notice shall set forth: (a) the name and address, as they appear on the Corporation's
books, of the stockholder who is proposing such business, and the name and address of the beneficial owner, if any, on whose behalf
the proposal is made; (b) the number and class of shares of stock of the Corporation that are beneficially owned on the date of such
notice by the stockholder, or the beneficial owner on whose behalf the proposal is made; (c) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business; (d) a description of the business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (e) any material interest of such stockholder of record and the beneficial owner, if
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