Pottery Barn 2010 Annual Report Download - page 120

Provision W-S California W-S Delaware
Bylaw Amendments The California Bylaws may be
amended by shareholders entitled to
exercise a majority of the voting
power, or by the Board; provided,
however, that a change in the size of
the Board in certain circumstances will
require the approval of shareholders.
The Delaware Bylaws may be
amended by stockholders entitled to
exercise a majority of the voting
power, or by the Board; provided,
however, that a change in the size of
the Board in certain circumstances will
require the approval of stockholders.
Shareholder Action by
Written Consent
The California Bylaws provide that
any action that may be taken at any
annual or special meeting of
shareholders may be taken without a
meeting and without prior notice if a
consent in writing, setting forth the
actions so taken, is signed by holders
of outstanding shares having not less
than the minimum number of votes
that would be necessary to authorize or
take such action at a meeting at which
all shares entitled to vote thereon were
present and voted.
Under California law, directors may
not be elected by written consent
except by unanimous written consent
of all outstanding shares entitled to
vote for the election of directors.
The Delaware Certificate and the
Delaware Bylaws provide that any
action that may be taken at any annual
or special meeting of stockholders may
be taken without a meeting and
without prior notice if a consent in
writing, setting forth the actions so
taken, is signed by holders of
outstanding shares having not less than
the minimum number of votes that
would be necessary to authorize or
take such action at a meeting at which
all shares entitled to vote thereon were
present and voted. Any stockholder of
record seeking to have the
stockholders take corporate action by
written consent shall request the Board
to fix a record date. The Board shall
promptly, but in all events within ten
days after the date on which such a
request is received, adopt a resolution
fixing the record date.
Consistent with the California Bylaws
and California law, the Delaware
Certificate and the Delaware Bylaws
provide that directors may not be
elected by written consent except by
unanimous written consent of all
outstanding shares entitled to vote for
the election of directors.
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