Pottery Barn 2010 Annual Report Download - page 213

mail at least four (4) days before the time of the holding of the meeting. If the notice is (i) delivered personally
by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered at
least twenty-four (24) hours before the time of the holding of the meeting, or on such shorter notice as the person
or persons calling such meeting may deem necessary and appropriate in the circumstances. Any oral notice given
personally or by telephone may be communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate it to the director. Notice of
any meeting need not be given to any director who shall, either before or after the meeting, submit a waiver of
such notice or who shall attend such meeting except attendance for the express purpose of objecting at the
beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened.
The notice need not specify the purpose of the meeting, and unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting.
3.8 QUORUM AND VOTING.
At all meetings of the Board of Directors, at least one-third (
1
⁄ 3 ) of the Whole Board shall constitute a
quorum for the transaction of business and the vote of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by
law or by the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors,
then the majority of directors present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.
3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form
if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in
electronic form.
3.10 FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors. No such compensation shall preclude any director from
serving the Corporation in any other capacity and receiving compensation therefor.
3.11 REMOVAL OF DIRECTORS.
Unless otherwise restricted by law, by the Certificate of Incorporation or by these Bylaws, any director or
the entire Board of Directors may be removed, but only for cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
No reduction of the authorized number of directors shall have the effect of removing any director prior to
the expiration of such director’s term of office.
3.12 CHAIRMAN OF THE BOARD OF DIRECTORS.
The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board of
Directors.
C-11
Exhibits