Pottery Barn 2010 Annual Report Download - page 216

5.8 PRESIDENT.
Subject to the discretion of the Board of Directors to elect or not elect a chief executive officer and to the
supervisory powers of the chief executive officer in the event of such election, the president, if any, will act in a
general executive capacity and will assist the chief executive officer in the administration, operation and general
supervision of policies and affairs of the corporation. The president will have such other powers and be subject to
such other duties as the Board of Directors or the chairman of the Board of Directors or the chief executive
officer may from time to time prescribe.
5.9 VICE PRESIDENT.
In the absence of the president or in the event of the president’s inability or refusal to act, the vice president,
or in the event there be more than one (1) vice president, the vice president designated by the Board of Directors,
or if no such designation is made, the most senior vice president in order of their election, shall perform the
duties of president and when so acting, shall have all the powers of and be subject to all the restrictions upon the
president. Any vice president shall perform such other duties as from time to time may be assigned to such vice
president by the president or the Board of Directors.
5.10 SECRETARY.
The secretary shall keep or cause to be kept the minutes of proceedings and records of the Board of
Directors and stockholders.
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of
Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors.
5.11 CHIEF FINANCIAL OFFICER.
The chief financial officer shall have general supervision, direction and control of the financial affairs of the
Corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these
Bylaws. In the absence of a named treasurer, the chief financial officer shall also have the powers and duties of
the treasurer as hereinafter set forth and shall be authorized and empowered to sign as treasurer in any case where
such officer’s signature is required.
5.12 TREASURER.
The treasurer shall keep or cause to be kept the accounting books and other accounting records as provided
for and in accordance with Section 7.1 of these Bylaws. The accounting books shall at all reasonable times be
open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation
with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever
they request it, an account of all of his or her transactions as treasurer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board
of Directors or these Bylaws. In the absence of a named chief financial officer, the treasurer shall be deemed to
be the chief financial officer and shall have the powers and duties of such office as hereinabove set forth.
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