Pottery Barn 2010 Annual Report Download - page 209

constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented
at any meeting of stockholders, then the chairman of the meeting or the holders of a majority of the voting power
entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time in accordance with Section 2.5.
2.7 ORGANIZATION.
Such person as the Board of Directors may have designated or, in the absence of such a person, the
Chairman of the Board or, in his or her absence, the President of the Corporation or, in his or her absence, such
person as may be chosen by the holders of a majority of the shares entitled to vote at any meeting of
stockholders, present, in person or represented by proxy, shall call to order any meeting of the stockholders and
act as chairman of the meeting. In the absence of the secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman of the meeting appoints.
2.8 CONDUCT OF BUSINESS.
The chairman of any meeting of stockholders shall determine the order of business and the procedure at the
meeting, including the manner of voting and the conduct of business. The chairman shall have the power to
adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.
2.9 VOTING.
(a) Except as may be otherwise provided in the Certificate of Incorporation or by law, each stockholder shall
be entitled to one vote for each share of capital stock held by such stockholder.
(b) All matters other than the election of directors shall be determined by the affirmative vote of holders of a
majority of voting power entitled to vote thereon, present in person or represented by proxy, except to the extent
that the vote of a larger number may be required by law or the rules of any stock exchange upon which the
Corporation’s securities are listed. Where a separate vote by class or classes or series is required, all matters other
than the election of directors shall be determined by the affirmative vote of holders of a majority of voting power
of that class or classes or series entitled to vote thereon, present in person or represented by proxy, except to the
extent that the vote of a larger number may be required by law or the rules of any stock exchange upon which the
Corporation’s securities are listed.
(c) Except as provided in Section 3.4 of these Bylaws, each director shall be elected by the vote of the
majority of the votes cast with respect to the director at any meeting for the election of directors at which a
quorum is present, provided, however, that at any meeting of stockholders for which the secretary of the
Corporation determines that the number of nominees exceeds the number to be elected as of the record date for
such meeting, the directors shall be elected by vote of the plurality of the shares, present in person or represented
by proxy and entitled to vote on the election of directors. For purposes of this section, a majority of the votes cast
means that the number of shares voted “for” a director must exceed the number of votes cast “against” that
director. Votes cast shall include votes “for” and “against” a nominee and exclude “abstentions” and “broker
non-votes” with respect to that nominee’s election. The Nominations and Corporate Governance Committee has
established procedures under which any director who is not elected shall promptly tender his or her resignation to
the Board of Directors following certification of the stockholder vote. The Nominations and Corporate
Governance Committee shall consider the resignation offer and recommend to the Board of Directors the action
to be taken with respect to the offered resignation. In determining its recommendation, the Nominations and
Corporate Governance Committee shall consider all factors it deems relevant.
C-7
Exhibits