Pottery Barn 2010 Annual Report Download - page 220

8.4 LOST, STOLEN OR DESTROYED CERTIFICATES.
Except as provided in this Section 8.4, no new certificates for shares shall be issued to replace a previously
issued certificate unless the latter is surrendered to the Corporation and canceled at the same time. The
Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously
issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated shares.
8.5 CONSTRUCTION; DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the
DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the
masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number
includes the singular, and the term “person” includes both a corporation and a natural person.
8.6 DIVIDENDS.
The directors of the Corporation, subject to any restrictions contained in (a) the DGCL or (b) the Certificate
of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in
cash, in property, or in shares of the Corporation’s capital stock.
The directors of the Corporation may set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall
include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and
meeting contingencies.
8.7 FISCAL YEAR.
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and may be changed
by the Board of Directors.
8.8 SEAL.
The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by
causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
8.9 TRANSFER OF STOCK.
Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, if one
has been issued, duly endorsed or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the
old certificate, and record the transaction in its books.
8.10 REGISTERED STOCKHOLDERS.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws of Delaware.
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