Famous Footwear 2004 Annual Report Download - page 88

Section 6. Organization. The Board of Directors shall have general power to direct the management of the business and affairs of the Company, and may
adopt such rules and regulations as they shall deem proper, not inconsistent with law or with these Bylaws, for the conduct of their meetings and for the
management of the business and affairs of the Company. Directors need not be stockholders.
Section 7. Compensation. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, and directors shall be entitled to compensation
other than a stated salary in such form and in such amounts as the Board may determine. However, this Bylaw shall not be construed to preclude any director
from serving in any other capacity and receiving compensation therefor. Members of the Executive Committee and all other committees may be allowed a fixed
sum and expenses of attendance, if any, for attendance at committee meetings, and such other compensation in such forms and in such amounts as the Board
may determine.
Section 8. Notice and Qualification of Stockholder Nominees to Board of Directors . Only persons who are nominated in accordance with procedures set
forth in this Section 8 shall be qualified for election as Directors. Nominations of persons for election to the Board of Directors of the Company may be made
at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Company entitled to vote for the election of Directors
at the meeting who complies with the procedures set forth in this Section 8. In order for persons nominated to the Board of Directors, other than those persons
nominated by or at the direction of the Board of Directors, to be qualified to serve on the Board of Directors, such nomination shall be made pursuant to timely
notice in writing to the Secretary of the Company. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive
offices of the Company not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days’ notice
or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than
the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such
stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director (i) the name, age,
business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the
Company which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitation of
proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such
person’s written consent to be named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the stockholder giving the notice
(i) the name and address, as they appear on the Company’s books, of such stockholder and (ii) the class and number of shares of the Company which are
beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director
shall furnish to the Secretary of the Company that information required to be set forth in a stockholder’s notice of nomination which pertains to the
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