Pottery Barn 2010 Annual Report Download - page 203

AMENDED AND RESTATED BYLAWS
OF
WILLIAMS-SONOMA, INC.
ARTICLE I
CORPORATE OFFICES
1.1 REGISTERED OFFICE.
The registered office of the Corporation shall be fixed in the Corporation’s Certificate of Incorporation, as
the same may be amended from time to time.
1.2 OTHER OFFICES.
The Board of Directors may at any time establish other offices, and keep the books and records of the
Corporation, except as may otherwise be required by law, at any place or places where the Corporation is
qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by
the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of
stockholders shall not be held at any place, or solely at any place, but may be held by means of remote
communication as authorized by the Delaware General Corporation Law (the “DGCL”). In the absence of any
such designation, stockholders’ meetings shall be held at the registered office of the Corporation.
2.2 ANNUAL MEETING.
(a) The annual meeting of stockholders shall be held each year on a date and at a time designated by
resolution of the Board of Directors. The meeting shall be for the election of directors and for the transaction of
such business as may properly come before the meeting.
(b) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting of stockholders only
(A) pursuant to the Corporation’s proxy materials with respect to such meeting (or any supplement thereto),
(B) by or at the direction of the Board of Directors or (C) by any stockholder of record (the “Record
Stockholder”) of the Corporation who is a stockholder of record at the time of giving such notice, who is entitled
to vote at the meeting and who complies with the notice procedures set forth in this Section. For the avoidance of
doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose
business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder,
the “Exchange Act”)) at an annual meeting of stockholders.
(c) For nominations or other business to be properly brought before an annual meeting by a Record
Stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice
thereof in writing to the secretary of the Corporation, such business must be a proper subject for stockholder
action, and the Record Stockholder and the beneficial owner, if any, on whose behalf any such proposal or
nomination is made, must have acted in accordance with the representations set forth in the Solicitation
C-1
Exhibits