Famous Footwear 2004 Annual Report Download - page 89

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nominee. No person shall be qualified for election as a Director of the Company unless nominated in accordance with the procedure set forth in this Section 8.
The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting, and the defective nomination shall be disregarded. The Chairman
of a meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and
conclusive.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee to
consist of three or more of the directors, including the Chairman of the Board ex-officio, one of whom shall be designated Chairman of the Executive
Committee. A majority of the members of the Executive Committee shall be non-employee Directors. The Executive Committee shall have and may exercise, so
far as may be permitted by law, all of the powers of the Board in the direction of the management of the business and affairs of the Company during the
intervals between meetings of the Board of Directors; but the Executive Committee shall not have the power to fill vacancies in the Board, or to change the
membership of, or to fill vacancies in, the Executive Committee, or to make or amend bylaws of the Company. The Board shall have the power at any time to
fill vacancies in, to change the membership of, or to dissolve, the Executive Committee. The Executive Committee may hold meetings and make rules for the
conduct of its business and appoint such committees and assistants as it shall from time to time deem necessary. A majority of the members of the Executive
Committee shall constitute a quorum. All action of the Executive Committee shall be reported to the Board at its meeting next succeeding such action. Any one
or more members of the Executive Committee may participate in a meeting of the Executive Committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 2. Other Committees. The Board of Directors may, in its discretion, by resolution, appoint other committees, composed of two or more members,
which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them. A majority of any such committee may
determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board shall have power at any time
to change the membership of any such committee, to fill vacancies, and to discharge any such committee.
Section 3. Committees- General Rules. Each Committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the
Board of Directors when required. Vacancies in the membership of each Committee shall be filled by the Board of Directors at any regular or special meeting of
the Board of Directors. A Director who may
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