Pottery Barn 2010 Annual Report Download - page 210

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at an annual or special meeting of stockholders of the Corporation 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 (i) signed by the holders of record on the record date (established in the manner set
forth in Section 2.12(b)) 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, and (b) delivered to the Corporation in accordance with Section 228 of the
DGCL.
Every written consent shall bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date
the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient
number of holders to take action are delivered to the Corporation in the manner prescribed in this Section 2.10.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing (including by electronic mail or
other electronic transmission as permitted by law). If the action which is consented to is such as would have
required the filing of a certificate under any section of the DGCL if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement
required by such section concerning any vote of stockholders, that written notice and written consent have been
given as provided in Section 228 of the DGCL.
2.11 WAIVER OF NOTICE.
Whenever notice is required to be given under any provision of the DGCL or of the Certificate of
Incorporation or these Bylaws to a stockholder, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these Bylaws.
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.
(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of
stockholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, 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 sixty (60) nor less than ten
(10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the
record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors
determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the
date for making such determination. If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for determination of stockholders
entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders
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