Neiman Marcus 2002 Annual Report Download - page 75

appointed on behalf of) such holders of Class B Common Stock, on the one hand, or Class A Common Stock and Class C Common
Stock, on the other hand (or on behalf of whom that director was appointed), as the case may be, unless there are no such directors in
such Class, in which case such vacancy shall be filled by the stockholders of such Class, or the Special Voting Rights (as defined in
Section 2(e)(ii) of Article Fourth of the Certificate of Incorporation) have been eliminated in accordance with Section (2)(e)(ii) of
Article Fourth of the Certificate of Incorporation, in which case such vacancy shall be filled by the vote of the majority of the directors
(or the sole remaining director), regardless of any quorum requirements set out in these Bylaws. Any director elected to fill a vacancy
not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.
Unless the Special Voting Rights have been eliminated in accordance with Section (2)(e)(ii) of Article Fourth of the
Certificate of Incorporation, all newly-created directorships resulting from an increase in the authorized number of directors shall be
allocated pursuant to Section (2)(e)(iii) of Article Fourth of the Certificate of Incorporation. Once such newly created directorships
have been allocated as Class A Directors or Class B Directors (as such terms are defined in Section (2)(e)(ii) of Article Fourth of the
Certificate of Incorporation), such newly-created directorships shall be filled by the vote of the majority of the directors in such Class
(or the sole remaining director in such Class), as the case shall be, unless there are no such directors in such Class, in which case such
vacancy shall be filled by the stockholders of such Class, or the Special Voting Rights have been eliminated in accordance with
Section (2)(e)(ii) of Article Fourth of the Certificate of Incorporation, in which case such vacancy shall be filled by the vote of the
majority of the directors (or the sole remaining director), regardless of any quorum requirements set out in these Bylaws. Any director
elected in accordance with the preceding sentence 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 shall have been elected and qualified or until his earlier resignation or
removal. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any
incumbent director.
Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within
or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such
place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman or a majority of the Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to
each director either by mail not less than 48 hours before the date of the meeting, by telephone or telegram on 24 hours' notice, or on
such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
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