Circuit City 2007 Annual Report Download - page 69

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of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation’
s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by Delaware Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.
(c)
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
Section 2.
Dividends
. Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board
of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in
property or in shares of the capital stock of the Corporation.
Section 3.
Fiscal Year . The fiscal year of the Corporation shall commence on the Sunday which follows the Saturday
closest to December 31 each year and shall end on the Saturday closest to December 31 each year .
Section 4.
Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or
otherwise reproduced.
Section 5.
Voting of Stock Owned by the Corporation
. The Board of Directors may authorize any person, on behalf of
the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in
which the Corporation may hold stock.
Section 6.
Amendments . These bylaws or any of them, may be altered, amended or repealed, or new bylaws may be
made, by the stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors.
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