Neiman Marcus 2002 Annual Report Download - page 80

statement containing a description of the issue of which such shares are a part, the number of shares registered, the date of registration
and such other information as may be required or appropriate.
Section 4. Transfers of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall
issue or cause to be issued uncertificated shares or, if requested by the appropriate person, a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the
registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated
shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.
Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten
days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waiver, at the close of business on the day next preceding the day on which
the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other persons, whether or not it shall have express or other notice
thereof, except as otherwise provided bylaw.
Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the Chairman, the Vice-Chairman of the Board of Directors, the President or any Vice-President and any such officer
may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting
shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner
thereof, the Corporation might
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