Famous Footwear 2004 Annual Report Download - page 90

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be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of a Committee may nevertheless be counted for the
purpose of constituting a quorum of the Committee. At all meetings of a Committee, a majority of the Committee members then in office shall constitute a
quorum for the purpose of transacting business, and the acts of a majority of the Committee members present at any meeting at which there is a quorum shall
be the acts of the Committee.
ARTICLE IV
Officers
Section 1. Officers. The Board of Directors, as soon as may be after the election of directors held in each year, shall elect a Chairman of the Board of
Directors, a Chief Executive Officer, a President, one or more Vice-Presidents, a Secretary, and a Treasurer, and from time to time may appoint such Assistant
Secretaries, Assistant Treasurers and such other officers, agents and employees as it may deem proper. Any two of such offices, except that of President and
Secretary, may be held by the same person. The Chairman of the Board shall be chosen from among the directors, but no other officer need be a director.
Section 2. Term of Office. The term of office of all officers shall be one year or until their respective successors are chosen and qualified; but at any
meeting the Board may suspend or remove any one or more of the officers for a cause satisfactory to the Board, and the action thus taken shall be conclusive.
In the event of the suspension of an officer, the Board shall fix the term of such suspension.
Section 3. Powers and Duties. The officers, agents and employees of the Company shall each have such powers and duties in the management of the
property and affairs of the Company, subject to the control of the Board of Directors, as generally pertain to their respective offices, as well as such powers
and duties as from time to time may be prescribed by the Board of Directors. The Board of Directors may require any such officer, agent or employee to give
security for the faithful performance of his duties.
ARTICLE V
Powers to Contract; Indemnification
Section 1. Contracts. All contracts and agreements purporting to be the act of this Company shall be signed by the Chairman of the Board, Chief
Executive Officer, President, or by a Vice-President, or by such other officer or other person as may be designated by the Board of Directors or Executive
Committee or the Chairman of the Board, Chief Executive Officer, President or by a Vice-President in order that the same shall be binding upon the Company.
Section 2. Indemnification.
a. Actions Involving Directors and Officers. The Company shall indemnify each person who at any time is serving or has served as a director or officer
of the Company or at the request of the Company is serving or has served as a director or officer (or in a similar capacity) of
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