Pottery Barn 2010 Annual Report Download - page 198

ARTICLE V
The number of directors that constitutes the entire Board of Directors of the corporation shall be fixed by, or
in the manner provided in, the Bylaws of the corporation. At each annual meeting of stockholders, directors of
the corporation shall be elected to hold office until the expiration of the term for which they are elected and until
their successors have been duly elected and qualified or until their earlier resignation or removal; except that if
any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in
accordance with the DGCL.
Vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from
an increase in the authorized number of directors may be filled only by vote of a majority of the remaining
members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting
of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created
directorship shall hold office until the next succeeding annual meeting of stockholders and until his or her
successor shall be duly elected and qualified or until his or her earlier resignation or removal.
ARTICLE VI
Except as otherwise provided in the Bylaws, the Bylaws may be amended or repealed or new Bylaws
adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote generally
in the election of directors. In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of the corporation.
ARTICLE VII
Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.
ARTICLE VIII
Any action required or permitted to be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by holders of record on the record date (established in the manner provided in the
Bylaws) of outstanding shares of the Corporation 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; provided, however, that in the case of the election or removal of directors by written consent, such
consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of
directors.
In order that the Corporation may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date
shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action
by written consent shall, by written notice to the attention of the Secretary of the Corporation, request the Board
of Directors to fix a record date. The Board of Directors 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. If no record date has been
fixed by the Board of Directors within ten days of the date on which such a request is received, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation
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