Neiman Marcus 2002 Annual Report Download - page 74

any, on whose behalf the proposal is made, in such business and (f) a statement as to whether such stockholder of record, and the
beneficial owner, if any, intend to solicit proxies in support of such proposal. The presiding officer of the meeting shall determine and
declare to the meeting whether or not such business was properly brought before the meeting in accordance with the procedures
prescribed by these Bylaws, and at such officer's discretion, may declare such business not properly brought before the meeting and
shall not recognize the bringing of such business.
At any Special Meeting of Stockholders, only such business shall be conducted as shall have been brought before the meeting
pursuant to the Corporation's notice of Special Meeting.
Article III. DIRECTORS
Section 1. Number and Election of Directors. Except as otherwise fixed pursuant to Article Fourth of the Certificate of
Incorporation relating to the rights of the holders of any one or more classes or series of Preferred Stock issued by the Corporation
acting separately by class or series, to elect, under specified circumstances, directors at an annual or special meeting of stockholders,
the Board of Directors shall consist of not less than six nor more than twelve persons, the exact number to be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors. Except as provided in
the Certificate of Incorporation or Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual
Meetings of Stockholders by the stockholders entitled to vote for the election of directors (or for the election of directors of a given
class, as applicable), and each director so elected shall hold office until the annual meeting for the year in which his term expires and
until a director of the same class succeeding such director is duly elected and qualified, or until his earlier resignation or removal. Any
director may resign at any time upon notice to the Corporation. Directors need not be stockholders.
Section 2. Vacancies. Except as otherwise fixed pursuant to the provisions of Article Fourth of the Certificate of
Incorporation relating to the rights of the holders of any one or more classes or series of Preferred Stock issued by the Corporation,
acting separately by class or series, to elect, under specified circumstances, directors at an annual or special meeting of stockholders,
and except as otherwise provided pursuant to the provisions of Article Ninth thereof, relating to the power of the Board of Directors to
fill newly created directorships and vacancies in the Board of Directors, any vacancy in the office of a director created by the death,
resignation, retirement, disqualification, removal from office of a director or other cause, elected by (or appointed on behalf of) the
holders of the Class B Common Stock, par value $.01 per share, of the Corporation (the "Class B Common Stock") on the one hand,
or the holders of the Class A Common Stock, par value $.01 per share, of the Corporation (the "Class A Common Stock"), and the
Class C Common Stock, par value $.01 per share, of the Corporation (the "Class C Common Stock"), on the other hand, as the case
may be, shall be filled by the vote of the majority of the directors (or the sole remaining director) elected by (or
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