Neiman Marcus 2002 Annual Report Download - page 77

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, nominations for the election of directors may be made by the
Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons
for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders, ninety days prior to the anniversary date of the
immediately preceding annual meeting (or, in the case of the annual meeting to be held in 1988, on or before October 1, 1988); and
(ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the
tenth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) 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 nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding
each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee to serve as a director of the Corporation if so
elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
Article IV. OFFICERS
Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be one or more
Presidents, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose one or more Chief Executive
Officers, Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the
same person. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the
Corporation.
Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect
the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
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