Pottery Barn 2010 Annual Report Download - page 214

3.13 EMERGENCY BYLAWS.
To the fullest extent permitted by law, in the event of any emergency, disaster or catastrophe, as referred to
in Section 110 of the DGCL, or other similar emergency condition, the Board of Directors may adopt emergency
bylaws.
ARTICLE IV
COMMITTEES
4.1 COMMITTEES OF DIRECTORS.
The Board of Directors may, by resolution passed by a majority of the Whole Board, designate one or more
committees, with each committee to consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the Whole Board. Any such committee, to the extent
provided in the resolution of the Board of Directors or in the Bylaws of the Corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority to (a) approve or adopt or recommend any action or matter
(other than election or removal of directors) expressly required by the DGCL to be submitted to stockholders or
(b) amend the Bylaws of the Corporation.
4.2 COMMITTEE MINUTES.
Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors
when required.
4.3 MEETINGS AND ACTION OF COMMITTEES.
Each committee may determine the procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. One-third (
1
⁄ 3 ) of the members shall constitute a quorum unless the
committee shall consist of one or two members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing
or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such
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.
ARTICLE V
OFFICERS
5.1 OFFICERS.
The officers of the Corporation shall consist of a chairman of the Board of Directors or a chief executive
officer, or both, a president, a secretary, a chief financial officer, a treasurer and such additional officers as may
be elected or appointed in accordance with Section 5.3 of these Bylaws and as may be necessary to enable the
Corporation to sign instruments and share certificates. Any number of offices may be held by the same person.
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