Pottery Barn 2010 Annual Report Download - page 212

3.2 NUMBER OF DIRECTORS.
Subject to the rights of the holders of any series of preferred stock to elect directors under specified
circumstances, the number of directors shall be not less than seven (7) nor more than thirteen (13) directors. The
exact number of directors within the limits specified shall be set, and may be changed from time to time, by a
resolution duly adopted by the Board of Directors or the stockholders. The limits may be changed, or a single
number fixed without provision for variation, by an amendment to these bylaws duly adopted by the vote or
written consent of a majority of the outstanding shares entitled to vote.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
The directors shall be elected at each annual meeting of stockholders but, if any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at any special meeting of stockholders
held for that purpose. Each director, including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has been elected and qualified.
3.4 RESIGNATION AND VACANCIES.
Subject to the rights of the holders of any series of preferred stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall,
unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of
the directors then in office, though less than a quorum (and not by the stockholders), and directors so chosen
shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to
which they have been elected expires or until such director’s successor shall have been duly elected and
qualified. No decrease in the number of authorized directors shall shorten the term of any incumbent director.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
The Board of Directors of the Corporation may hold meetings, both regular and special, either within or
outside the State of Delaware, at such place which has been designated in the notice of the meeting or, if not
stated in the notice or if there is no notice, then such meeting shall be held at the principal executive office of the
Corporation or such other place determined by the Board of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of
conference telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall constitute presence in person at the
meeting.
3.6 REGULAR MEETINGS.
Regular meetings of the Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the Board of Directors.
3.7 SPECIAL MEETINGS; NOTICE.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the
chairman of the Board of Directors, the president, any vice president, the secretary or any two directors.
Notice of the time and place of special meetings shall be (i) delivered personally by courier or telephone to
each director, (ii) sent by first-class mail, postage prepaid, (iii) sent by facsimile, or (iv) by electronic mail,
directed to each director at that director’s address, telephone number, facsimile number or electronic mail address
as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States
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