Neiman Marcus 2002 Annual Report Download - page 76

Section 5. Quorum. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors. 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 6. Actions of Board. Any action required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 7. Meetings by Means of Conference Telephone. Members of the Board of Directors of the Corporation, or any
committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means
of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors,
designate one or more committees to exercise the power and authority provided herein with respect to such committees, each
committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In
the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and
provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to
the Board of Directors when required.
Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 10. Nomination of Directors. Except as otherwise fixed pursuant to Article Fourth of the Certificate Incorporation
relating to the rights of the holders of any one or more
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