Pottery Barn 2010 Annual Report Download - page 199

having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall
be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior
action.
ARTICLE IX
In the election of directors, each holder of shares of any class or series of capital stock of the Corporation
shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any
election of directors.
ARTICLE X
Special meetings of the stockholders may be called at any time by the Board of Directors acting pursuant to
a resolution adopted by a majority of the total number of authorized directors whether or not there exist any
vacancies in previously authorized directorships, the chairman of the Board of Directors and the chief executive
officer, and special meetings may not be called by any other person or persons; provided, however, that special
meetings of the stockholders of the Corporation may be called by the secretary of the Corporation following his
or her receipt at the principal executive offices of the Corporation of one or more written demands to call a
special meeting of the stockholders submitted by or on behalf of the holder or holders of record of at least ten
percent (10%) of the total voting power of all issued and outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of the Board of Directors (the “Requisite Percentage”); provided, that
such holder or holders have held at least a 10% net long position in the Corporation’s outstanding shares for at
least one year; provided, further, that such stockholder demand or demands shall have been submitted in
accordance with and in the form required by the Bylaws. Special meetings of the stockholders of the Corporation
(including those called by the secretary following receipt of a written demand or demands from stockholders
holding the Requisite Percentage) shall be held on such date, at such time, and at such place, if any, as shall be
designated by the Board of Directors and stated in the Corporation’s notice of meeting. In the case of a special
meeting called by the secretary following receipt of a written demand or demands from stockholders holding the
Requisite Percentage, the date of such special meeting, as fixed by the Board of Directors in accordance with this
Article X and the Bylaws, shall not be fewer than thirty (30) days nor more than ninety (90) days (the “Outside
Date”) after the date a demand or demands by stockholders holding the Requisite Percentage have been received
by the secretary of the Corporation at the principal executive offices of the Corporation in accordance with this
Article X and the Bylaws. To be in proper form, a demand or demands from stockholders holding the Requisite
Percentage shall include the information, documents and instruments specified in the Bylaws. The Board of
Directors may postpone or reschedule any previously scheduled special meeting; provided, however, that the
Board of Directors may not reschedule a special meeting called in response to a written demand or demands to
call such meeting received by the secretary from stockholders holding the Requisite Percentage nor may the
Board of Directors postpone such meeting beyond the Outside Date.
ARTICLE XI
To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time
to time, a director of the corporation shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The corporation shall have the power to indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative,
B-3
Exhibits