Pottery Barn 2010 Annual Report Download - page 211

entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of
stockholders entitled to vote in accordance with the foregoing provisions of this Section at the adjourned
meeting.
(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may 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 ten days after the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action
by written consent shall, by written notice to the attention of the Secretary of the Corporation, request the Board
of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the
date on which such a request is received, adopt a resolution fixing the record date. If no record date has been
fixed by the Board of Directors within ten days of the date on which such a request is received, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery shall be by
hand or by certified or registered mail, return receipt requested. 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.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating thereto.
2.13 PROXIES.
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to
act for such stockholder by a proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A stockholder may authorize such person or persons to act for
such stockholder as proxy by written proxy signed by the stockholder and filed with the secretary of the
Corporation or such other means deemed valid pursuant to the provisions of Section 212 of the DGCL. The
revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of
Section 212(e) of the DGCL.
ARTICLE III
DIRECTORS
3.1 POWERS.
Subject to the provisions of the DGCL and any limitations in the Certificate of Incorporation or these
Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business
and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the
direction of the Board of Directors.
C-9
Exhibits