Pottery Barn 2010 Annual Report Download - page 206

(h) For purposes of this Article, “public announcement” shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
(i) Notwithstanding the foregoing provisions of this Section 2.2, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set
forth in this Section 2.2. Nothing in this Section 2.2 shall be deemed to affect any rights (A) of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
Act or (B) of the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule 14a-8
under the Exchange Act.
2.3 SPECIAL MEETING.
(a) A special meeting 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 Whole Board (for purposes of these Bylaws, the term
“Whole Board” shall mean 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 Article X of the Certificate of Incorporation and these 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 Article X of the Certificate of Incorporation and these 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 Article X of the Certificate
of Incorporation and these 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 Section 2.3(c) of
these 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.
(b) Only such business shall be conducted at a special meeting of stockholders as shall be stated in the
notice of the special meeting. The notice of a special meeting shall include the purpose for which the meeting is
called.
(c) To be in proper form, a demand or demands from stockholders holding the Requisite Percentage shall set
forth: (A) the purpose or purposes for which the special meeting is to be called; (B) as to each purpose for which
the special meeting is to be called, (1) a reasonably brief description of such purpose, (2) a reasonably brief
description of the specific proposal to be made or business to be conducted at the special meeting in connection
with such purpose, (3) the text of any proposal or business to be considered at the special meeting in connection
with such purpose (including the text of any resolutions proposed for consideration and if such business includes
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