Pottery Barn 2010 Annual Report Download - page 219

provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal
place of business. In the event that the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is
present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to
the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic
network, and the information required to access such list shall be provided with the notice of the meeting. Such
list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
ARTICLE VIII
GENERAL MATTERS
8.1 CHECKS.
From time to time, the Board of Directors shall determine by resolution which person or persons may sign
or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that
are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse
those instruments.
8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by
the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it
liable for any purpose or for any amount.
8.3 STOCK CERTIFICATES.
The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Each holder of stock represented by certificates shall be
entitled to a certificate signed by, or in the name of the Corporation by, the chairman or vice chairman of the
Board of Directors , or the president or a vice president, and by the secretary or an assistant secretary of the
Corporation, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent
or registrar at the date of issue. Notwithstanding any other provision in these Bylaws, the Corporation may adopt
a system of issuance, recordation and transfer of shares of the Corporation by electronic or other means not
involving any issuance of certificates, including provisions for notice to purchasers in substitution for any
required statements on certificates, and as may be required by applicable corporate securities laws, which system
has been approved by the Securities and Exchange Commission. Any system so adopted shall not become
effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered
to the Corporation.
C-17
Exhibits