Pottery Barn 2010 Annual Report Download - page 215

5.2 APPOINTMENT OF OFFICERS.
All officers of the Corporation, except such officers as may be otherwise appointed in accordance with
Section 5.3, shall be chosen by the Board of Directors, and shall serve at the pleasure of the Board of Directors,
subject to the rights, if any, of an officer under any contract of employment.
5.3 SUBORDINATE OFFICERS.
The Board of Directors, the chairman of the Board of Directors, he or the president at their or his discretion,
may appoint one (1) or more vice presidents, one (1) or more assistant secretaries, a treasurer, one (1) or more
assistant treasurers, or such other officers as the business of the Corporation may require, each of whom shall
hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the
Board of Directors, the chairman of the Board of Directors or the president, as the case may be, may from time to
time determine.
5.4 REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Directors or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors without
prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of
Directors or to the president, or to the secretary of the Corporation without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice,
the acceptance of the resignation shall not be necessary to make it effective.
5.5 VACANCIES IN OFFICES.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these Bylaws for regular appointments to such office.
5.6 CHAIRMAN OF THE BOARD.
The chairman of the Board of Directors, if there shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time
to time assigned to him by the Board of Directors. If there is no chief executive officer, the chairman of the
Board of Directors shall in addition be the chief executive officer of the Corporation and shall have the powers
and duties prescribed in Section 5.7 below.
5.7 CHIEF EXECUTIVE OFFICER.
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the
Board of Directors, if there be such an officer, the chief executive officer shall be the general manager of the
corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and
control of the business and affairs of the corporation. The chief executive officer shall preside at all meetings of
the stockholders and, in the absence of the chairman of the Board of Directors, or if there be none, at all meetings
of the Board of Directors. The chief executive officer shall have the general powers and duties of management
usually vested in the office of chief executive officer of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or these bylaws.
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Exhibits