Neiman Marcus 2002 Annual Report Download - page 79

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the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
Section 11. Loans and Guaranties to Directors or Officers. Upon resolution by vote of disinterested directors, the
Corporation may make a loan of money or property to, or guarantee the obligation of, any director or officer of the Corporation or a
subsidiary if the Board determines that such transaction may reasonably be expected to benefit the Corporation.
Article V. STOCK
Section 1. Shares. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Each
registered holder of shares, upon request to the Corporation or its transfer agent, shall be provided with a certificate of stock,
representing the number of shares owned by such holder. Absent a specific request for such a certificate by the registered owner or
transferee thereof, all shares shall be uncertificated upon the original issuance thereof by the Corporation or upon the surrender of the
certificate representing such shares to the Corporation.
The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of uncertificated shares or certificates for shares of stock of the Corporation.
Section 2. Certificates for Shares of Stock. The certificates for shares of stock of the Corporation shall be in such form,
not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed
by The Chairman of the Board, the President and by the Secretary of the Corporation and countersigned by an independent transfer
agent and registered by an independent registrar. Any or all of the signatures may be facsimiles unless the regulations of the New
York Stock Exchange then in effect shall require to the contrary.
In case any officer, transfer agent or registrar who has signed or who facsimile signature has been placed upon a certificate
shall cease to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued and delivered
by the Corporation with the same effect as if he or she were an officer, transfer agent or registrar at the date of the issue.
All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning
the shares represented thereby with the number of shares and the date of issue thereof shall be entered on the books of the Corporation.
Section 3. Statements Relating to Uncertificated Shares. Within two business days, or such other time as may be
required, after uncertificated shares have been registered, the Corporation or its transfer agent shall send to the registered owner
thereof a written
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