Family Dollar 2006 Annual Report Download - page 102

Download and view the complete annual report

Please find page 102 of the 2006 Family Dollar annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 114

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114

(5) in addition to the power and authority hereinbefore and by statute conferred upon it, to exercise all
such powers and do all such acts and things as may be exercised or done by the Corporation, subject nevertheless
to the provisions of the laws of the State of Delaware, of this Certificate and of the By−laws of the Corporation, as
the same may from time to time be amended.
(c) Any director or officer may be removed at any time, with or without cause, by the affirmative vote, at any
stockholders’ meeting, of the holders of a majority of the outstanding stock of the Corporation entitled to vote thereat, or by such other
vote and in such other manner, with or without any stockholders’ meeting, as may be provided in the By−laws of the Corporation.
(d) Unless otherwise provided in the Certificate of Incorporation or in the Resolution or Resolutions providing for the
issue of any series of Preferred Stock adopted by the Board of Directors, at every meeting of the stockholders of the Corporation, each
stockholder entitled to vote thereat may cast one vote in person or by proxy for each share of stock held by such stockholder.
(e) When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding
entitled to vote thereon given at a stockholders’ meeting duly called for that purpose, or at the next annual meeting of the stockholders,
provided the notice of the said annual meeting contains a notice of the proposed sale, lease or exchange or when authorized by the
written consent of the holders of a majority of the voting stock issued and outstanding, the Board of Directors shall have power and
authority to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or
other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of
the Corporation.
(f) A director of the Corporation shall not, in the absence of fraud, be disqualified by his office from dealing or
contracting with the Corporation either as a vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or
contract of the Corporation be void or voidable or affected by reason of the fact that any director, or any firm of which any director is
a member or has a financial interest, or any corporation of which any director is an officer, director or stockholder or has a financial
interest, is in any way interested in such
Source: FAMILY DOLLAR STORES, 10−K, March 28, 2007