{"id":41470,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-polo-ralph-lauren-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-polo-ralph-lauren-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-polo-ralph-lauren-corp.html","title":{"rendered":"By-Laws &#8211; Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n                          AMENDED AND RESTATED BY-LAWS\n\n                                       of\n\n                          POLO RALPH LAUREN CORPORATION\n\n                            (A Delaware Corporation)\n\n                            ------------------------\n                                    ARTICLE 1\n\n                                   DEFINITIONS\n\n            As used in these By-laws, unless the context otherwise requires, the\nterm:\n\n            1.1   'Assistant Secretary' means an Assistant Secretary of the \nCorporation.\n            1.2   'Assistant Treasurer' means an Assistant Treasurer of the\nCorporation.\n            1.3   'Board' means the Board of Directors of the Corporation.\n            1.4   'By-laws' means the initial by-laws of the Corporation, as \namended from time to time.\n            1.5 'Certificate of Incorporation' means the initial certificate of\nincorporation of the Corporation, as amended, supplemented or restated from time\nto time.\n            1.6   'Chairman' means the Chairman of the Board of Directors of the\nCorporation.\n            1.7   'Chief Executive Officer' means the Chief Executive Officer of\nthe Corporation.\n            1.8   'Corporation' means POLO RALPH LAUREN CORPORATION.\n            1.9   'Directors' means directors of the Corporation.\n            1.10  'Entire Board' means all directors of the Corporation in \noffice, whether or not present at a meeting of the Board, but disregarding \nvacancies.\n            1.11 'General Corporation Law' means the General Corporation Law of\nthe State of Delaware, as amended from time to time.\n            1.12 'Office of the Corporation' means the executive office of the\nCorporation, anything in Section 131 of the General Corporation Law to the\ncontrary notwithstanding.\n            1.13  'President' means the President of the Corporation.\n            1.14  'Secretary' means the Secretary of the Corporation.\n            1.15  'Stockholders' means stockholders of the Corporation.\n            1.16  'Treasurer' means the Treasurer of the Corporation.\n            1.17  'Vice Chairman' means the Vice Chairman of the Board of \nDirectors of the Corporation.\n            1.18  'Vice President' means a Vice President of the Corporation.\n\n                                    ARTICLE 2\n                                  STOCKHOLDERS\n\n            2.1 PLACE OF MEETINGS. Every meeting of Stockholders shall be held\nat the office of the Corporation or at such other place within or without the\nState of Delaware as shall be specified or fixed in the notice of such meeting\nor in the waiver of notice thereof.\n\n\n\n\n\n \n\n\n\n\n\n                                                                    2\n\n\n\n\n            2.2 ANNUAL MEETING. A meeting of Stockholders shall be held annually\nfor the election of Directors and the transaction of other business as may\nproperly come before the meeting at such date and time as may be determined by\nthe Board and designated in the notice of meeting.\n\n                  2.2.1 At any such annual meeting of stockholders, only such\nbusiness shall be conducted, and only such proposals shall be acted upon, as\nshall have been properly brought before the annual meeting of stockholders (A)\nby, or at the direction of, the Board of Directors or (B) by a stockholder of\nthe Corporation who complies with the procedures set forth in this Section\n2.2.1. For business or a proposal to be properly brought before an annual\nmeeting of stockholders by a stockholder, the stockholder must have given timely\nnotice thereof in writing to the Secretary of the Corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation not less than 60 days nor more\nthan 90 days prior to the scheduled date of the annual meeting, regardless of\nany postponement, deferral or adjournment of that meeting to a later date;\nPROVIDED, HOWEVER, that if less than 70 days' notice or prior public disclosure\nof the date of the annual meeting is given or made to stockholders, notice by\nthe stockholder to be timely must be so delivered or received not later than the\nclose of business on the 10th day following the earlier (i) the day on which\nsuch notice of the date of the meeting was mailed or (ii) the day on which such\npublic disclosure was made.\n\n                  A stockholder's notice to the Secretary shall set forth as to\neach matter the stockholder proposes to bring before an annual meeting of\nstockholders (i) a description, in 500 words or less, of the business desired to\nbe brought before the annual meeting and the reasons for conducting such\nbusiness at the annual meeting, (ii) the name and address, as they appear on the\nCorporation's books, of the stockholder proposing such business and any other\nstockholders known by such stockholder to be supporting such proposal, (iii) the\nclass and number of shares of the Corporation which are beneficially owned by\nsuch stockholder on the date of such stockholder's notice and by any other\nstockholders known by such stockholder to be supporting such proposal on the\ndate of such stockholder's notice, (iv) a description, in 500 words or less, of\nany interest of the stockholder in such proposal and (v) a representation that\nthe stockholder is a holder of record of stock of the Corporation and intends to\nappear in person or by proxy at the meeting to present the proposal specified in\nthe notice. Notwithstanding anything these Amended and Restated By-Laws or in\nthe Amended and Restated Certificate of Incorporation to the contrary, no\nbusiness shall be conducted at a meeting of stockholders except in accordance\nwith the procedures set forth in this Section 2.2.1.\n\n                  The chairman of the meeting shall, if the facts warrant,\ndetermine and declare to the meeting that the business was not properly brought\nbefore the meeting in accordance with the procedures prescribed by this Section\n2.2.1, and if he should so determine, he shall so declare to the meeting and any\nsuch business not properly brought before the meeting shall not be transacted.\nNotwithstanding the foregoing, nothing in this Section 2.2.1 shall be\ninterpreted or construed to require the inclusion of information about any such\nproposal in any proxy statement distributed by, at the direction of, or on\nbehalf of, the Board of Directors.\n\n\n\n\n\n \n\n\n\n\n\n                                                                    3\n\n\n\n\n                  2.2.2 Subject to the rights, if any, of the holders of any\nseries of Preferred Stock then outstanding, only persons nominated in accordance\nwith the procedures set forth in this Section 2.2.2 shall be eligible for\nelection as directors. Nominations of persons for election to the Board may be\nmade at an annual meeting of stockholders or special meeting of stockholders\ncalled by the Board of Directors for the purpose of electing directors (A) by or\nat the direction of the Board or (B) by any stockholder of the Corporation\nentitled to vote for the election of directors at such meeting who complies with\nthe notice procedures set forth in this Section 2.2.2. Such nominations, other\nthan those made by or at the direction of the Board, shall be made pursuant to\ntimely notice in writing to the Secretary of the Corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation not less than 60 days nor more\nthan 90 days prior to the scheduled date of the meeting, regardless of any\npostponement, deferral or adjournment of that meeting to a later date; PROVIDED,\nHOWEVER, that if less than 70 days' notice or prior public disclosure of the\ndate of the meeting is given or made to stockholders, notice by the stockholder\nto be timely must be so delivered or received not later than the close of\nbusiness on the 10th day following the earlier of (i) the day on which such\nnotice of the date of the meeting was mailed or (ii) the day on which such\npublic disclosure was made.\n\n                  A stockholder's notice to the Secretary shall set forth (i) as\nto each person whom the stockholder proposes to nominate for election or\nreelection as a director (a) the name, age, business address and residence\naddress of such person, (b) the principal occupation or employment of such\nperson, (c) the class and number of shares of the Corporation which are\nbeneficially owned by such person on the date of such stockholder's notice and\n(d) any other information relating to such person that is required to be\ndisclosed in solicitations of proxies for election of directors, or is otherwise\nrequired in each case pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended, or any successor statute thereto (the 'Exchange Act')\n(including, without limitation, such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a director if elected); (ii)\nas to the stockholder giving the notice (a) the name and address, as they appear\non the Corporation's books, of such stockholder and any other stockholders known\nby such stockholder to be supporting such nominee(s), (b) the class and number\nof shares of the Corporation which are beneficially owned by such stockholder on\nthe date of such stockholder's notice and by any other stockholders known by\nsuch stockholder to be supporting such nominee(s) on the date of such\nstockholder's notice, (c) a representation that the stockholder is a holder of\nrecord of stock of the Corporation entitled to vote at such meeting and intends\nto appear in person or by proxy at the meeting to nominate the person or persons\nspecified in the notice; and (iii) a description of all arrangements or\nunderstandings between the stockholder and each nominee and other person or\npersons (naming such person or persons) pursuant to which the nomination or\nnominations are to be made by the stockholder.\n\n                  No person (other than persons nominated by or at the directors\nof the Board) shall be eligible for election as director of the Corporation\nunless nominated in accordance with the procedures set forth in this Section\n2.2.2. The chairman of the meeting shall, if the facts warrant, determine and\ndeclare to the meeting that a nomination was not made in accordance with the\nprocedures prescribed by this Section 2.2.2, and, if he should so\n\n\n\n\n \n\n\n\n\n\n                                                                    4\n\n\n\n\ndetermine, he shall so declare to the meeting and the defective nomination shall\nbe disregarded.\n\n            2.3 DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual\nmeeting of Stockholders for the election of Directors and the transaction of\nother business is not held within the months specified in Section 2.2 hereof,\nthe Board shall call a meeting of Stockholders for the election of Directors and\nthe transaction of other business as soon thereafter as convenient.\n\n            2.4 OTHER SPECIAL MEETINGS. A special meeting of Stockholders (other\nthan a special meeting for the election of Directors), unless otherwise\nprescribed by statute or by the Certificate of Incorporation, may be called at\nany time by the Board, by the Chairman or by the Chief Executive Officer. At any\nspecial meeting of Stockholders only such business may be transacted as is\nrelated to the purpose or purposes of such meeting set forth in the notice\nthereof given pursuant to Section 2.6 hereof or in any waiver of notice thereof\ngiven pursuant to Section 2.7 hereof.\n\n            2.5 FIXING RECORD DATE. For the purpose of (a) determining the\nStockholders entitled (i) to notice of or to vote at any meeting of Stockholders\nor any adjournment thereof, (ii) unless otherwise provided in the Certificate of\nIncorporation to ex press consent to corporate action in writing without a\nmeeting or (iii) to receive payment of any dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock; or (b) any other lawful action, the\nBoard may fix a record date, which record date shall not precede the date upon\nwhich the resolution fixing the record date was adopted by the Board and which\nrecord date shall not be (x) in the case of clause (a)(i) above, more than sixty\nnor less than ten days before the date of such meeting, (y) in the case of\nclause (a)(ii) above, more than 10 days after the date upon which the resolution\nfixing the record date was adopted by the Board and (z) in the case of clause\n(a)(iii) or (b) above, more than sixty days prior to such action. If no such\nrecord date is fixed:\n\n                        2.5.1 the record date for determining Stockholders\n      entitled to notice of or to vote at a meeting of stockholders shall be at\n      the close of business on the day next preceding the day on which notice is\n      given, or, if notice is waived, at the close of business on the day next\n      preceding the day on which the meeting is held;\n\n                        2.5.2 the record date for determining stockholders\n      entitled to express consent to corporate action in writing without a\n      meeting (unless otherwise provided in the Certificate of Incorporation),\n      when no prior action by the Board is required under the General\n      Corporation Law, shall be the first day on which a signed written consent\n      setting forth the action taken or proposed to be taken is delivered to the\n      Corporation by delivery to its registered office in the State of Delaware,\n      its principal place of business, or an officer or agent of the Corporation\n      having custody of the book in which proceedings of meetings of\n      stockholders are recorded; and when prior action by the Board is required\n      under the General Corporation Law, the record date for determining\n      stockholders entitled to consent to corporate action in writing\n\n\n\n\n \n\n\n\n\n\n                                                                    5\n\n\n\n\n      without a meeting shall be at the close of business on the date on which\n      the Board adopts the resolution taking such prior action; and\n\n                        2.5.3 the record date for determining stockholders for\n      any purpose other than those specified in Sections 2.5.1 and 2.5.2 shall\n      be at the close of business on the day on which the Board adopts the\n      resolution relating thereto.\n\nWhen a determination of Stockholders entitled to notice of or to vote at any\nmeeting of Stockholders has been made as provided in this Section 2.5, such\ndetermination shall apply to any adjournment thereof unless the Board fixes a\nnew record date for the adjourned meeting. Delivery made to the Corporation's\nregistered office in accordance with Section 2.5.2 shall be by hand or by\ncertified or registered mail, return receipt requested.\n\n            2.6 NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise provided\nin Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute,\nthe Certificate of Incorporation or these By-laws, Stockholders are required or\npermitted to take any action at a meeting, written notice shall be given stating\nthe place, date and hour of the meeting and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called. Unless otherwise\nprovided by any statute, the Certificate of Incorporation or these By-laws, a\ncopy of the notice of any meeting shall be given, personally or by mail, not\nless than ten nor more than sixty days before the date of the meeting, to each\nStockholder entitled to notice of or to vote at such meeting. If mailed, such\nnotice shall be deemed to be given when deposited in the United States mail,\nwith postage prepaid, directed to the Stockholder at his or her address as it\nappears on the records of the Corporation. An affidavit of the Secretary or an\nAssistant Secretary or of the transfer agent of the Corporation that the notice\nrequired by this Section 2.6 has been given shall, in the absence of fraud, be\nprima facie evidence of the facts stated therein. When a meeting is adjourned to\nanother time or place, notice need not be given of the adjourned meeting if the\ntime and place thereof are announced at the meeting at which the adjournment is\ntaken, and at the adjourned meeting any business may be transacted that might\nhave been transacted at the meeting as originally called. If, however, the\nadjourn ment is for more than thirty days, or if after the adjournment a new\nrecord date is fixed for the adjourned meeting, a notice of the adjourned\nmeeting shall be given to each Stockholder of record entitled to vote at the\nmeeting.\n\n            2.7 WAIVERS OF NOTICE. Whenever the giving of any notice is required\nby statute, the Certificate of Incorporation or these By-laws, a waiver thereof,\nin writing, signed by the Stockholder or Stockholders entitled to said notice,\nwhether before or after the event as to which such notice is required, shall be\ndeemed equivalent to notice. Attendance by a Stockholder at a meeting shall\nconstitute a waiver of notice of such meeting except when the Stockholder\nattends a meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business on the ground that the meeting has\nnot been lawfully called or convened. Neither the business to be transacted at,\nnor the purpose of, any regular or special meeting of the Stockholders need be\nspecified in any written waiver of notice unless so required by statute, the\nCertificate of Incorporation or these By-laws.\n\n            2.8   LIST OF STOCKHOLDERS.  The Secretary shall prepare and make, \nor cause to be prepared and made, at least ten days before every meeting of \nStockholders, a complete\n\n\n\n\n \n\n\n\n\n\n                                                                    6\n\n\n\n\nlist of the Stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each Stockholder and the number\nof shares registered in the name of each Stockholder. Such list shall be open to\nthe examination of any Stockholder, the Stockholder's agent, or attorney, at the\nStockholder's expense, for any purpose germane to the meeting, during ordinary\nbusiness hours, for a period of at least ten days prior to the meeting, either\nat a place within the city where the meeting is to be held, which place shall be\nspecified in the notice of the meeting, or, if not so specified, at the place\nwhere the meeting is to be held. The list shall also be produced and kept at the\ntime and place of the meeting during the whole time thereof, and may be\ninspected by any Stockholder who is present. The Corporation shall maintain the\nStockholder list in written form or in another form capable of conversion into\nwritten form within a reasonable time. Upon the willful neglect or refusal of\nthe Directors to produce such a list at any meeting for the election of\nDirectors, they shall be ineligible for election to any office at such meeting.\nThe stock ledger shall be the only evidence as to who are the Stockholders\nentitled to examine the stock ledger, the list of Stockholders or the books of\nthe Corporation, or to vote in person or by proxy at any meeting of\nStockholders.\n\n            2.9 QUORUM OF STOCKHOLDERS; ADJOURNMENT. Except as otherwise\nprovided by any statute, the Certificate of Incorporation or these By-laws, the\nholders of one-third of all outstanding shares of stock entitled to vote at any\nmeeting of Stockholders, present in person or represented by proxy, shall\nconstitute a quorum for the transaction of any business at such meeting. When a\nquorum is once present to organize a meeting of Stockholders, it is not broken\nby the subsequent withdrawal of any Stockholders. The holders of a majority of\nthe shares of stock present in person or represented by proxy at any meeting of\nStockholders, including an adjourned meeting, whether or not a quorum is\npresent, may adjourn such meeting to another time and place. Shares of its own\nstock belonging to the Corporation or to another corporation, if a majority of\nthe shares entitled to vote in the election of directors of such other\ncorporation is held, directly or indirectly, by the Corporation, shall neither\nbe entitled to vote nor be counted for quorum purposes; PROVIDED, HOWEVER, that\nthe foregoing shall not limit the right of the Corporation to vote stock,\nincluding but not limited to its own stock, held by it in a fiduciary capacity.\n\n            2.10 VOTING; PROXIES. Unless otherwise provided in the Certificate\nof Incorporation, every Stockholder of record shall be entitled at every meeting\nof Stockholders to one vote for each share of capital stock standing in his or\nher name on the record of Stockholders determined in accordance with Section 2.5\nhereof. If the Certificate of Incorporation provides for more or less than one\nvote for any share on any matter, each reference in the By-laws or the General\nCorporation Law to a majority or other proportion of stock shall refer to such\nmajority or other proportion of the votes of such stock. The provisions of\nSections 212 and 217 of the General Corporation Law shall apply in determining\nwhether any shares of capital stock may be voted and the persons, if any,\nentitled to vote such shares; but the Corporation shall be protected in assuming\nthat the persons in whose names shares of capital stock stand on the stock\nledger of the Corporation are entitled to vote such shares. Holders of\nredeemable shares of stock are not entitled to vote after the notice of\nredemption is mailed to such holders and a sum sufficient to redeem the stocks\nhas been deposited with a bank, trust company, or other financial institution\nunder an irrevocable obligation to pay the holders the redemption price on\nsurrender of the shares of stock. At any\n\n\n\n\n \n\n\n\n\n\n                                                                    7\n\n\n\n\nmeeting of Stockholders (at which a quorum was present to organize the meeting),\nall matters, except as otherwise provided by statute or by the Certificate of\nIncorporation or by these Bylaws, shall be decided by a majority of the votes\ncast at such meeting by the holders of shares present in person or represented\nby proxy and entitled to vote thereon, whether or not a quorum is present when\nthe vote is taken. All elections of Directors shall be by written ballot unless\notherwise provided in the Certificate of Incorporation. In voting on any other\nquestion on which a vote by ballot is required by law or is demanded by any\nStockholder entitled to vote, the voting shall be by ballot. Each ballot shall\nbe signed by the Stockholder voting or the Stockholder's proxy and shall state\nthe number of shares voted. On all other questions, the voting may be VIVA VOCE.\nEach Stockholder entitled to vote at a meeting of Stockholders or to express\nconsent or dissent to corporate action in writing without a meeting may\nauthorize another person or persons to act for such Stockholder by proxy. The\nvalidity and enforceability of any proxy shall be determined in accordance with\nSection 212 of the General Corporation Law. A Stockholder may revoke any proxy\nthat is not irrevocable by attending the meeting and voting in person or by\nfiling an instrument in writing revoking the proxy or by delivering a proxy in\naccordance with applicable law bearing a later date to the Secretary.\n\n            2.11 VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF\nSTOCKHOLDERS. The Board, in advance of any meeting of Stockholders, may appoint\none or more inspectors to act at the meeting and make a written report thereof.\nThe Board may designate one or more persons as alternate inspectors to replace\nany inspector who fails to act. If no inspector or alternate has been appointed\nor is able to act at a meeting, the person presiding at the meeting may appoint,\nand on the request of any Stockholder entitled to vote thereat shall appoint,\none or more inspectors to act at the meeting. Each inspector, before entering\nupon the discharge of his or her duties, shall take and sign an oath faithfully\nto execute the duties of inspector with strict impartiality and according to the\nbest of his or her ability. The inspectors shall (a) ascertain the number of\nshares outstanding and the voting power of each, (b) determine the shares\nrepresented at the meeting and the validity of proxies and ballots, (c) count\nall votes and ballots, (d) determine and retain for a reasonable period a record\nof the disposition of any challenges made to any determination by the\ninspectors, and (e) certify their determination of the number of shares\nrepresented at the meeting and their count of all votes and ballots. The\ninspectors may appoint or retain other persons or entities to assist the\ninspectors in the performance of their duties. Unless otherwise provided by the\nBoard, the date and time of the opening and the closing of the polls for each\nmatter upon which the Stockholders will vote at a meeting shall be determined by\nthe person presiding at the meeting and shall be announced at the meeting. No\nballot, proxies or votes, or any revocation thereof or change thereto, shall be\naccepted by the inspectors after the closing of the polls unless the Court of\nChancery of the State of Delaware upon application by a Stockholder shall\ndetermine otherwise.\n\n            2.12 ORGANIZATION. At each meeting of Stockholders, the Chief\nExecutive Officer, or in the absence of the Chief Executive Officer, the\nChairman, or in the absence of the Chairman, the Vice Chairman, or in the\nabsence of the Vice Chairman, the President, or in the absence of the President,\na Vice President, and in case more than one Vice President shall be present,\nthat Vice President designated by the Board (or in the absence of any such\ndesignation, the most senior Vice President, based on age, present), shall act\nas chairman of the meeting. The Secretary, or in his or her absence, one of the\nAssistant Secretaries, shall\n\n\n\n\n \n\n\n\n\n\n                                                                    8\n\n\n\n\nact as secretary of the meeting. In case none of the officers above designated\nto act as chairman or secretary of the meeting, respectively, shall be present,\na chairman or a secretary of the meeting, as the case may be, shall be chosen by\na majority of the votes cast at such meeting by the holders of shares of capital\nstock present in person or represented by proxy and entitled to vote at the\nmeeting.\n\n            2.13 ORDER OF BUSINESS. The order of business at all meetings of\nStockholders shall be as determined by the chairman of the meeting, but the\norder of business to be followed at any meeting at which a quorum is present may\nbe changed by a majority of the votes cast at such meeting by the holders of\nshares of capital stock present in person or represented by proxy and entitled\nto vote at the meeting.\n\n            2.14 WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless\notherwise provided in the Certificate of Incorporation, any action required by\nthe General Corporation Law to be taken at any annual or special meeting of\nstockholders may be taken without a meeting, without prior notice and without a\nvote, if a consent or consents in writing, setting forth the action so taken,\nshall be signed by the holders of outstanding stock having not less than the\nminimum number of votes that would be necessary to authorize or take such action\nat a meeting at which all shares entitled to vote thereon were present and voted\nand shall be delivered (by hand or by certified or registered mail, return\nreceipt requested) to the Corporation by delivery to its registered office in\nthe State of Delaware, its principal place of business, or an officer or agent\nof the Corporation having custody of the book in which proceedings of meetings\nof stockholders are recorded. Every written consent shall bear the date of\nsignature of each stockholder who signs the consent and no written consent shall\nbe effective to take the corporate action referred to therein unless, within 60\ndays of the earliest dated consent delivered in the manner required by this\nSection 2.14, written consents signed by a sufficient number of holders to take\naction are delivered to the Corporation as aforesaid. Prompt notice of the\ntaking of the corporate action without a meeting by less than unanimous written\nconsent shall be given to those Stockholders who have not consented in writing.\n\n\n                                    ARTICLE 3\n                                    DIRECTORS\n\n            3.1 GENERAL POWERS. Except as otherwise provided in the Certificate\nof Incorporation, the business and affairs of the Corporation shall be managed\nby or under the direction of the Board. The Board may adopt such rules and\nregulations, not inconsistent with the Certificate of Incorporation or these\nBy-laws or applicable laws, as it may deem proper for the conduct of its\nmeetings and the management of the Corporation. In addition to the powers\nexpressly conferred by these By-laws, the Board may exercise all powers and\nperform all acts that are not required, by these By-laws or the Certificate of\nIncorporation or by statute, to be exercised and performed by the Stockholders.\n\n            3.2 NUMBER; QUALIFICATION; TERM OF OFFICE. The Board shall consist\nof six to twenty members (plus any directors which are entitled to be elected by\nany series of Preferred Stock pursuant to the terms thereof). The number of\nDirectors shall be fixed initially by the incorporator and may thereafter be\nchanged from time to time by action of the\n\n\n\n\n \n\n\n\n\n\n                                                                    9\n\n\n\n\nstockholders or by action of the Board. Directors need not be stockholders. Each\nDirector shall hold office until a successor is elected and qualified or until\nthe Director's death, resignation or removal.\n\n            3.3 ELECTION. Directors shall, except as otherwise required by\nstatute or by the Certificate of Incorporation, be elected by a plurality of the\nvotes cast at a meeting of stockholders by the holders of shares entitled to\nvote in the election.\n\n            3.4 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise\nprovided in the Certificate of Incorporation, newly created Directorships\nresulting from an increase in the number of Directors and vacancies occurring in\nthe Board for any other reason, including the removal of Directors without\ncause, may be filled only by (a) the affirmative votes of a majority of the\nremaining directors elected by holders of each class of Common Stock or series\nof Preferred Stock that (x) elected such directorship and (y) as of the date\nsuch vacancy is filled, would be entitled to elect such directorship at the next\nannual meeting of stockholders or, (b) if there are no such remaining directors,\nthen by a plurality of the votes cast by the holders of the class or classes of\nCommon Stock or series of Preferred Stock that, as of the date such vacancy is\nfilled, would be entitled to elect such directorship at the next annual meeting\nof stockholders, voting as a separate class at a meeting, special or otherwise,\nof the holders of Common Stock of such class or classes or series of Preferred\nStock. A Director elected to fill a vacancy shall be elected to hold office\nuntil a successor is elected and qualified, or until the Director's earlier\ndeath, resignation or removal.\n\n            3.5 RESIGNATION. Any Director may resign at any time by written\nnotice to the Corporation. Such resignation shall take effect at the time\ntherein specified, and, unless otherwise specified in such resignation, the\nacceptance of such resignation shall not be necessary to make it effective.\n\n            3.6 REMOVAL. Unless otherwise provided in the Certificate of\nIncorporation, and subject to the provisions of Section 141(k) of the General\nCorporation Law, directors may be removed with or without cause only by a\nmajority of the holders of the class or classes of Common Stock or series of\nPreferred Stock that, as of the date such removal is effected, would be entitled\nto elect such directorship at the next annual meeting of stockholders.\n\n            3.7 COMPENSATION. Each Director, in consideration of his or her\nservice as such, shall be entitled to receive from the Corporation such amount\nper annum or such fees for attendance at Directors' meetings, or both, as the\nBoard may from time to time determine, together with reimbursement for the\nreasonable out-of-pocket expenses, if any, incurred by such Director in\nconnection with the performance of his or her duties. Each Director who shall\nserve as a member of any committee of Directors in consideration of serving as\nsuch shall be entitled to such additional amount per annum or such fees for\nattendance at committee meetings, or both, as the Board may from time to time\ndetermine, together with reimbursement for the reasonable out-of-pocket\nexpenses, if any, incurred by such Director in the performance of his or her\nduties. Nothing contained in this Section 3.7 shall preclude any Director from\nserving the Corporation or its subsidiaries in any other capacity and receiving\nproper compensation therefor.\n\n\n\n\n \n\n\n\n\n\n                                                                    10\n\n\n\n\n            3.8 TIMES AND PLACES OF MEETINGS. The Board may hold meetings, both\nregular and special, either within or without the State of Delaware. The times\nand places for holding meetings of the Board may be fixed from time to time by\nresolution of the Board or (unless contrary to a resolution of the Board) in the\nnotice of the meeting.\n\n            3.9 ANNUAL MEETINGS. On the day when and at the place where the\nannual meeting of stockholders for the election of Directors is held, and as\nsoon as practicable there after, the Board may hold its annual meeting, without\nnotice of such meeting, for the purposes of organization, the election of\nofficers and the transaction of other business. The annual meeting of the Board\nmay be held at any other time and place specified in a notice given as provided\nin Section 3.11 hereof for special meetings of the Board or in a waiver of\nnotice thereof.\n\n            3.10  REGULAR MEETINGS.  Regular meetings of the Board may be held \nwithout notice at such times and at such places as shall from time to time be \ndetermined by the Board.\n\n            3.11 SPECIAL MEETINGS. Special meetings of the Board may be called\nby the Chairman, the Vice Chairman, the Chief Executive Officer or the Secretary\nor by any two or more Directors then serving on at least one day's notice to\neach Director given by one of the means specified in Section 3.14 hereof other\nthan by mail, or on at least three days' notice if given by mail. Special\nmeetings shall be called by the Chairman, the Vice Chairman, the Chief Executive\nOfficer or Secretary in like manner and on like notice on the written request of\nany two or more of the Directors then serving.\n\n            3.12 TELEPHONE MEETINGS. Directors or members of any committee\ndesignated by the Board may participate in a meeting of the Board or of such\ncommittee by means of conference telephone or similar communications equipment\nby means of which all persons participating in the meeting can hear each other,\nand participation in a meeting pursuant to this Section 3.12 shall constitute\npresence in person at such meeting.\n\n            3.13 ADJOURNED MEETINGS. A majority of the Directors present at any\nmeeting of the Board, including an adjourned meeting, whether or not a quorum is\npresent, may adjourn such meeting to another time and place. At least one day's\nnotice of any adjourned meeting of the Board shall be given to each Director\nwhether or not present at the time of the adjournment, if such notice shall be\ngiven by one of the means specified in Section 3.14 hereof other than by mail,\nor at least three days' notice if by mail. Any business may be transacted at an\nadjourned meeting that might have been transacted at the meeting as originally\ncalled.\n\n            3.14 NOTICE PROCEDURE. Subject to Sections 3.11 and 3.17 hereof,\nwhenever, under the provisions of any statute, the Certificate of Incorporation\nor these By-laws, notice is required to be given to any Director, such notice\nshall be deemed given effectively if given in person or by telephone, by mail\naddressed to such Director at such Director's address as it appears on the\nrecords of the Corporation, with postage thereon prepaid, or by telegram, telex,\ntelecopy or similar means addressed as aforesaid.\n\n\n\n\n\n \n\n\n\n\n\n                                                                    11\n\n\n\n\n            3.15 WAIVER OF NOTICE. Whenever the giving of any notice is required\nby statute, the Certificate of Incorporation or these By-laws, a waiver thereof,\nin writing, signed by the person or persons entitled to said notice, whether\nbefore or after the event as to which such notice is required, shall be deemed\nequivalent to notice. Attendance by a person at a meeting shall constitute a\nwaiver of notice of such meeting except when the person attends a meeting for\nthe express purpose of objecting, at the beginning of the meeting, to the\ntransaction of any business on the ground that the meeting has not been lawfully\ncalled or convened. Neither the business to be transacted at, nor the purpose\nof, any regular or special meeting of the Directors or a committee of Directors\nneed be specified in any written waiver of notice unless so required by statute,\nthe Certificate of Incorporation or these By-laws.\n\n            3.16 ORGANIZATION. At each meeting of the Board, the Chairman, or in\nthe absence of the Chairman, the Vice Chairman, or in the absence of the Vice\nChairman, the Chief Executive Officer, or in the absence of the Chief Executive\nOfficer, a chairman chosen by a majority of the Directors present, shall\npreside. The Secretary shall act as secretary at each meeting of the Board. In\ncase the Secretary shall be absent from any meeting of the Board, an Assistant\nSecretary shall perform the duties of secretary at such meeting; and in the\nabsence from any such meeting of the Secretary and all Assistant Secretaries,\nthe person presiding at the meeting may appoint any person to act as secretary\nof the meeting.\n\n            3.17 QUORUM OF DIRECTORS. The presence in person of a majority of\nthe Entire Board shall be necessary and sufficient to constitute a quorum for\nthe transaction of business at any meeting of the Board, but a majority of a\nsmaller number may adjourn any such meeting to a later date.\n\n            3.18 ACTION BY MAJORITY VOTE. Except as otherwise expressly required\nby statute, the Certificate of Incorporation or these By-laws, the act of a\nmajority of the Directors present at a meeting at which a quorum is present\nshall be the act of the Board.\n\n            3.19 ACTION WITHOUT MEETING. Unless otherwise restricted by the\nCertificate of Incorporation or these By-laws, any action required or permitted\nto be taken at any meeting of the Board or of any committee thereof may be taken\nwithout a meeting if all Directors or members of such committee, as the case may\nbe, consent thereto in writing, and the writing or writings are filed with the\nminutes of proceedings of the Board or committee.\n\n\n                                    ARTICLE 4\n                             COMMITTEES OF THE BOARD\n\n            The Board may, by resolution passed by a vote of a majority of the\nentire Board, designate one or more committees, each committee to consist of one\nor more of the Directors of the Corporation. The Board may designate one or more\nDirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of such committee. If a member of a committee\nshall be absent from any meeting, or disqualified from voting thereat, the\nremaining member or members present and not disqualified from voting, whether or\nnot such member or members constitute a quorum, may, by a unanimous vote,\nappoint another member of the Board to act at the meeting in the place\n\n\n\n\n \n\n\n\n\n\n                                                                    12\n\n\n\n\nof any such absent or disqualified member. Any such committee, to the extent\nprovided in the resolution of the Board passed as aforesaid, shall have and may\nexercise all the powers and authority of the Board in the management of the\nbusiness and affairs of the Corporation, and may authorize the seal of the\nCorporation to be impressed on all papers that may require it, but no such\ncommittee shall have the power or authority of the Board in reference to\namending the Certificate of Incorporation, adopting an agreement of merger or\nconsolidation under section 251 or section 252 of the General Corporation Law,\nrecommending to the stockholders (a) the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, or (b) a dissolution\nof the Corporation or a revocation of a dissolution, or amending the By-laws of\nthe Corporation; and, unless the resolution designating it expressly so\nprovides, no such committee shall have the power and authority to declare a\ndividend, to authorize the issuance of stock or to adopt a certificate of\nownership and merger pursuant to Section 253 of the General Corporation Law.\nUnless otherwise specified in the resolution of the Board designating a\ncommittee, at all meetings of such committee a majority of the total number of\nmembers of the committee shall constitute a quorum for the transaction of\nbusiness, and the vote of a majority of the members of the committee present at\nany meeting at which there is a quorum shall be the act of the committee. Each\ncommittee shall keep regular minutes of its meetings. Unless the Board otherwise\nprovides, each committee designated by the Board may make, alter and repeal\nrules for the conduct of its business. In the absence of such rules each\ncommittee shall conduct its business in the same manner as the Board conducts\nits business pursuant to Article 3 of these By-laws.\n\n\n                                    ARTICLE 5\n                                    OFFICERS\n\n            5.1 POSITIONS. The officers of the Corporation shall be a Chief\nExecutive Officer, a Secretary, a Treasurer and such other officers as the Board\nmay appoint, including a Chairman, a Vice Chairman, a President, one or more\nVice Presidents and one or more Assistant Secretaries and Assistant Treasurers,\nwho shall exercise such powers and perform such duties as shall be determined\nfrom time to time by the Board. The Board may designate one or more Vice\nPresidents as Executive Vice Presidents and may use descriptive words or phrases\nto designate the standing, seniority or areas of special competence of the Vice\nPresidents elected or appointed by it. Any number of offices may be held by the\nsame person unless the Certificate of Incorporation or these By-laws otherwise\nprovide.\n\n            5.2 APPOINTMENT. The officers of the Corporation shall be chosen by\nthe Board at its annual meeting or at such other time or times as the Board\nshall determine.\n\n            5.3 COMPENSATION. The compensation of all officers of the\nCorporation shall be fixed by the Board. No officer shall be prevented from\nreceiving a salary or other compensation by reason of the fact that the officer\nis also a Director.\n\n            5.4 TERM OF OFFICE. Each officer of the Corporation shall hold\noffice for the term for which he or she is elected and until such officer's\nsuccessor is chosen and qualifies or until such officer's earlier death,\nresignation or removal. Any officer may resign at any time upon written notice\nto the Corporation. Such resignation shall take effect at the\n\n\n\n\n \n\n\n\n\n\n                                                                    13\n\n\n\n\ndate of receipt of such notice or at such later time as is therein specified,\nand, unless otherwise specified, the acceptance of such resignation shall not be\nnecessary to make it effective. The resignation of an officer shall be without\nprejudice to the contract rights of the Corporation, if any. Any officer elected\nor appointed by the Board may be removed at any time, with or without cause, by\nvote of a majority of the entire Board. Any vacancy occurring in any office of\nthe Corporation shall be filled by the Board. The removal of an officer without\ncause shall be without prejudice to the officer's contract rights, if any. The\nelection or appointment of an officer shall not of itself create contract\nrights.\n\n            5.5   FIDELITY BONDS.  The Corporation may secure the fidelity of \nany or all of its officers or agents by bond or otherwise.\n\n            5.6 CHAIRMAN. The Chairman, if one shall have been appointed, shall\npreside at all meetings of the Board and shall exercise such powers and perform\nsuch other duties as shall be determined from time to time by the Board.\n\n            5.7 VICE CHAIRMAN. The Vice Chairman, if one shall have been\nappointed, shall exercise such powers and perform such other duties as shall be\ndetermined from time to time by the Board.\n\n            5.8 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the\nCorporation shall have general supervision over the business of the Corporation,\nsubject, however, to the control of the Board and of any duly authorized\ncommittee of Directors. The Chief Executive Officer shall preside at all\nmeetings of the Stockholders and at all meetings of the Board at which the\nChairman (if there be one) or the Vice Chairman (if there be one) is not\npresent. The Chief Executive Officer may sign and execute in the name of the\nCorporation deeds, mortgages, bonds, contracts and other instruments except in\ncases in which the signing and execution thereof shall be expressly delegated by\nthe Board or by these By-laws to some other officer or agent of the Corporation\nor shall be required by statute otherwise to be signed or executed and, in\ngeneral, the Chief Executive Officer shall perform all duties incident to the\noffice of Chief Executive Officer of a corporation and such other duties as may\nfrom time to time be assigned to the Chief Executive Officer by the Board.\n\n            5.9 PRESIDENT. At the request of the Chief Executive Officer, or, in\nthe Chief Executive Officer's absence, at the request of the Board, the\nPresident, if one shall have been appointed, shall perform all of the duties of\nthe Chief Executive Officer and, in so performing, shall have all the powers of,\nand be subject to all restrictions upon, the Chief Executive Officer. The\nPresident may sign and execute in the name of the Corporation deeds, mortgages,\nbonds, contracts or other instruments, except in cases in which the signing and\nexecution thereof shall be expressly delegated by the Board or by these By-laws\nto some other officer or agent of the Corporation, or shall be required by\nstatute otherwise to be signed or executed, and the President shall perform such\nother duties as from time to time may be assigned to the President by the Board\nor by the Chief Executive Officer.\n\n            5.10 VICE PRESIDENTS. At the request of the Chief Executive Officer,\nor, in the Chief Executive Officer's absence, at the request of the Board, the\nVice Presidents shall (in such order as may be designated by the Board, or, in\nthe absence of any such designation,\n\n\n\n\n \n\n\n\n\n\n                                                                    14\n\n\n\n\nin order of seniority based on age) perform all of the duties of the Chief\nExecutive Officer and, in so performing, shall have all the powers of, and be\nsubject to all restrictions upon, the Chief Executive Officer. Any Vice\nPresident may sign and execute in the name of the Corporation deeds, mortgages,\nbonds, contracts or other instruments, except in cases in which the signing and\nexecution thereof shall be expressly delegated by the Board or by these Bylaws\nto some other officer or agent of the Corporation, or shall be required by\nstatute otherwise to be signed or executed, and each Vice President shall\nperform such other duties as from time to time may be assigned to such Vice\nPresident by the Board or by the Chief Executive Officer.\n\n            5.11 SECRETARY. The Secretary shall attend all meetings of the Board\nand of the Stockholders and shall record all the proceedings of the meetings of\nthe Board and of the stockholders in a book to be kept for that purpose, and\nshall perform like duties for committees of the Board, when required. The\nSecretary shall give, or cause to be given, notice of all special meetings of\nthe Board and of the stockholders and shall perform such other duties as may be\nprescribed by the Board or by the Chief Executive Officer, under whose\nsupervision the Secretary shall be. The Secretary shall have custody of the\ncorporate seal of the Corporation, and the Secretary, or an Assistant Secretary,\nshall have authority to impress the same on any instrument requiring it, and\nwhen so impressed the seal may be attested by the signature of the Secretary or\nby the signature of such Assistant Secretary. The Board may give general\nauthority to any other officer to impress the seal of the Corporation and to\nattest the same by such officer's signature. The Secretary or an Assistant\nSecretary may also attest all instruments signed by the Chief Executive Officer,\nthe President or any Vice President. The Secretary shall have charge of all the\nbooks, records and papers of the Corporation relating to its organization and\nmanagement, shall see that the reports, statements and other documents required\nby statute are properly kept and filed and, in general, shall perform all duties\nincident to the office of Secretary of a corporation and such other duties as\nmay from time to time be assigned to the Secretary by the Board or by the Chief\nExecutive Officer.\n\n            5.12 TREASURER. The Treasurer shall have charge and custody of, and\nbe responsible for, all funds, securities and notes of the Corporation; receive\nand give receipts for moneys due and payable to the Corporation from any sources\nwhatsoever; deposit all such moneys and valuable effects in the name and to the\ncredit of the Corporation in such depositaries as may be designated by the\nBoard; against proper vouchers, cause such funds to be disbursed by checks or\ndrafts on the authorized depositaries of the Corporation signed in such manner\nas shall be determined by the Board and be responsible for the accuracy of the\namounts of all moneys so disbursed; regularly enter or cause to be entered in\nbooks or other records maintained for the purpose full and adequate account of\nall moneys received or paid for the account of the Corporation; have the right\nto require from time to time reports or statements giving such information as\nthe Treasurer may desire with respect to any and all financial transactions of\nthe Corporation from the officers or agents transacting the same; render to the\nChief Executive Officer or the Board, whenever the Chief Executive Officer or\nthe Board shall require the Treasurer so to do, an account of the financial\ncondition of the Corporation and of all financial transactions of the\nCorporation; exhibit at all reasonable times the records and books of account to\nany of the Directors upon application at the office of the Corporation where\nsuch records and books are kept; disburse the funds of the Corporation as\n\n\n\n\n \n\n\n\n\n\n                                                                    15\n\n\n\n\nordered by the Board; and, in general, perform all duties incident to the office\nof Treasurer of a corporation and such other duties as may from time to time be\nassigned to the Treasurer by the Board or the Chief Executive Officer.\n\n            5.13 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant\nSecretaries and Assistant Treasurers shall perform such duties as shall be\nassigned to them by the Secretary or by the Treasurer, respectively, or by the\nBoard or by the Chief Executive Officer.\n\n\n                                    ARTICLE 6\n                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.\n\n            6.1 EXECUTION OF CONTRACTS. The Board, except as otherwise provided\nin these By-laws, may prospectively or retroactively authorize any officer or\nofficers, employee or employees or agent or agents, in the name and on behalf of\nthe Corporation, to enter into any contract or execute and deliver any\ninstrument, and any such authority may be general or confined to specific\ninstances, or otherwise limited.\n\n            6.2 LOANS. The Board may prospectively or retroactively authorize\nthe Chief Executive Officer or any other officer, employee or agent of the\nCorporation to effect loans and advances at any time for the Corporation from\nany bank, trust company or other institution, or from any firm, corporation or\nindividual, and for such loans and advances the person so authorized may make,\nexecute and deliver promissory notes, bonds or other certificates or evidences\nof indebtedness of the Corporation, and, when authorized by the Board so to do,\nmay pledge and hypothecate or transfer any securities or other property of the\nCorporation as security for any such loans or advances. Such authority conferred\nby the Board may be general or confined to specific instances, or otherwise\nlimited.\n\n            6.3 CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the\npayment of money out of the funds of the Corporation and all evidences of\nindebtedness of the Corporation shall be signed on behalf of the Corporation in\nsuch manner as shall from time to time be determined by resolution of the Board.\n\n            6.4 DEPOSITS. The funds of the Corporation not otherwise employed\nshall be deposited from time to time to the order of the Corporation with such\nbanks, trust companies, investment banking firms, financial institutions or\nother depositaries as the Board may select or as may be selected by an officer,\nemployee or agent of the Corporation to whom such power to select may from time\nto time be delegated by the Board.\n\n\n                                    ARTICLE 7\n                               STOCK AND DIVIDENDS\n\n            7.1 CERTIFICATES REPRESENTING SHARES. The shares of capital stock of\nthe Corporation shall be represented by certificates in such form (consistent\nwith the provisions of Section 158 of the General Corporation Law) as shall be\napproved by the Board. Such certificates shall be signed by the Chairman, the\nChief Executive Officer or a Vice President\n\n\n\n\n \n\n\n\n\n\n                                                                    16\n\n\n\n\nand by the Secretary or an Assistant Secretary or the Treasurer or an Assistant\nTreasurer, and may be impressed with the seal of the Corporation or a facsimile\nthereof. The signatures of the officers upon a certificate may be facsimiles, if\nthe certificate is countersigned by a transfer agent or registrar other than the\nCorporation itself or its employee. In case any officer, transfer agent or\nregistrar who has signed or whose facsimile signature has been placed upon any\ncertificate shall have ceased to be such officer, transfer agent or registrar\nbefore such certificate is issued, such certificate may, unless otherwise\nordered by the Board, be issued by the Corporation with the same effect as if\nsuch person were such officer, transfer agent or registrar at the date of issue.\n\n            7.2 TRANSFER OF SHARES. Transfers of shares of capital stock of the\nCorporation shall be made only on the books of the Corporation by the holder\nthereof or by the holder's duly authorized attorney appointed by a power of\nattorney duly executed and filed with the Secretary or a transfer agent of the\nCorporation, and on surrender of the certificate or certificates representing\nsuch shares of capital stock properly endorsed for transfer and upon payment of\nall necessary transfer taxes. Except for shares of Class B Common Stock and\nClass C Common Stock, which shall be retained by the Corporation as treasury\nshares, every certificate exchanged, returned or surrendered to the Corporation\nshall be marked 'Cancelled,' with the date of cancellation, by the Secretary or\nan Assistant Secretary or the transfer agent of the Corporation. A person in\nwhose name shares of capital stock shall stand on the books of the Corporation\nshall be deemed the owner thereof to receive dividends, to vote as such owner\nand for all other purposes as respects the Corporation. No transfer of shares of\ncapital stock shall be valid as against the Corporation, its stockholders and\ncreditors for any purpose, except to render the transferee liable for the debts\nof the Corporation to the extent provided by law, until such transfer shall have\nbeen entered on the books of the Corporation by an entry showing from and to\nwhom transferred.\n\n            7.3 TRANSFER AND REGISTRY AGENTS. The Corporation may from time to\ntime maintain one or more transfer offices or agents and registry offices or\nagents at such place or places as may be determined from time to time by the\nBoard.\n\n            7.4 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder\nof any shares of capital stock of the Corporation shall immediately notify the\nCorporation of any loss, destruction, theft or mutilation of the certificate\nrepresenting such shares, and the Corporation may issue a new certificate to\nreplace the certificate alleged to have been lost, destroyed, stolen or\nmutilated. The Board may, in its discretion, as a condition to the issue of any\nsuch new certificate, require the owner of the lost, destroyed, stolen or\nmutilated certificate, or his or her legal representatives, to make proof\nsatisfactory to the Board of such loss, destruction, theft or mutilation and to\nadvertise such fact in such manner as the Board may require, and to give the\nCorporation and its transfer agents and registrars, or such of them as the Board\nmay require, a bond in such form, in such sums and with such surety or sureties\nas the Board may direct, to indemnify the Corporation and its transfer agents\nand registrars against any claim that may be made against any of them on account\nof the continued existence of any such certificate so alleged to have been lost,\ndestroyed, stolen or mutilated and against any expense in connection with such\nclaim.\n\n\n\n\n\n \n\n\n\n\n\n                                                                    17\n\n\n\n\n            7.5 RULES AND REGULATIONS. The Board may make such rules and\nregulations as it may deem expedient, not inconsistent with these By-laws or\nwith the Certificate of Incorporation, concerning the issue, transfer and\nregistration of certificates representing shares of its capital stock.\n\n            7.6 RESTRICTION ON TRANSFER OF STOCK. A written restriction on the\ntransfer or registration of transfer of capital stock of the Corporation, if\npermitted by Section 202 of the General Corporation Law and noted conspicuously\non the certificate representing such capital stock, may be enforced against the\nholder of the restricted capital stock or any successor or transferee of the\nholder, including an executor, administrator, trustee, guardian or other\nfiduciary entrusted with like responsibility for the person or estate of the\nholder. Unless noted conspicuously on the certificate representing such capital\nstock, a restriction, even though permitted by Section 202 of the General\nCorporation Law, shall be ineffective except against a person with actual\nknowledge of the restriction. A restriction on the transfer or registration of\ntransfer of capital stock of the Corporation may be imposed either by the\nCertificate of Incorporation or by an agreement among any number of stockholders\nor among such stockholders and the Corporation. No restriction so imposed shall\nbe binding with respect to capital stock issued prior to the adoption of the\nrestriction unless the holders of such capital stock are parties to an agreement\nor voted in favor of the restriction.\n\n            7.7  DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the\nCertificate of Incorporation and of law, the Board:\n\n                        7.7.1 may declare and pay dividends or make other\n      distributions on the outstanding shares of capital stock in such amounts\n      and at such time or times as it, in its discretion, shall deem advisable\n      giving due consideration to the condition of the affairs of the\n      Corporation;\n\n                        7.7.2 may use and apply, in its discretion, any of the\n      surplus of the Corporation in purchasing or acquiring any shares of\n      capital stock of the Corporation, or purchase warrants therefor, in\n      accordance with law, or any of its bonds, debentures, notes, scrip or\n      other securities or evidences of indebtedness; and\n\n                        7.7.3 may set aside from time to time out of such\n      surplus or net profits such sum or sums as, in its discretion, it may\n      think proper, as a reserve fund to meet contingencies, or for equalizing\n      dividends or for the purpose of main taining or increasing the property or\n      business of the Corporation, or for any purpose it may think conducive to\n      the best interests of the Corporation.\n\n\n                                    ARTICLE 8\n                                 INDEMNIFICATION\n\n            8.1 INDEMNITY UNDERTAKING. To the extent not prohibited by law, the\nCorporation shall indemnify any person who is or was made, or threatened to be\nmade, a party to any threatened, pending or completed action, suit or proceeding\n(a 'Proceeding'), whether civil, criminal, administrative or investigative,\nincluding, without limitation, an action\n\n\n\n\n \n\n\n\n\n\n                                                                    18\n\n\n\n\nby or in the right of the Corporation to procure a judgment in its favor, by\nreason of the fact that such person, or a person of whom such person is the\nlegal representative, is or was a Director or officer of the Corporation, or, at\nthe request of the Corporation, is or was serving as a director or officer of\nany other corporation or in a capacity with comparable authority or\nresponsibilities for any partnership, joint venture, trust, employee benefit\nplan or other enterprise (an 'Other Entity'), against judgments, fines,\npenalties, excise taxes, amounts paid in settlement and costs, charges and\nexpenses (including attorneys' fees, disbursements and other charges). Persons\nwho are not directors or officers of the Corporation (or otherwise entitled to\nindemnification pursuant to the preceding sentence) may be similarly indemnified\nin respect of service to the Corporation or to an Other Entity at the request of\nthe Corporation to the extent the Board at any time specifies that such persons\nare entitled to the benefits of this Article 8.\n\n            8.2 ADVANCEMENT OF EXPENSES. The Corporation shall, from time to\ntime, reimburse or advance to any Director or officer or other person entitled\nto indemnification hereunder the funds necessary for payment of expenses,\nincluding attorneys' fees and disbursements, incurred in connection with any\nProceeding, in advance of the final disposition of such Proceeding; PROVIDED,\nHOWEVER, that, if required by the General Corporation Law, such expenses\nincurred by or on behalf of any Director or officer or other person may be paid\nin advance of the final disposition of a Proceeding only upon receipt by the\nCorporation of an undertaking, by or on behalf of such Director or officer (or\nother person indemnified hereunder), to repay any such amount so advanced if it\nshall ultimately be determined by final judicial decision from which there is no\nfurther right of appeal that such Director, officer or other person is not\nentitled to be indemnified for such expenses.\n\n            8.3 RIGHTS NOT EXCLUSIVE. The rights to indemnification and\nreimbursement or advancement of expenses provided by, or granted pursuant to,\nthis Article 8 shall not be deemed exclusive of any other rights to which a\nperson seeking indemnification or reimbursement or advancement of expenses may\nhave or hereafter be entitled under any statute, the Certificate of\nIncorporation, these By-laws, any agreement, any vote of stockholders or\ndisinterested Directors or otherwise, both as to action in his or her official\ncapacity and as to action in another capacity while holding such office.\n\n            8.4 CONTINUATION OF BENEFITS. The rights to indemnification and\nreimbursement or advancement of expenses provided by, or granted pursuant to,\nthis Article 8 shall continue as to a person who has ceased to be a Director or\nofficer (or other person indemnified hereunder) and shall inure to the benefit\nof the executors, administrators, legatees and distributees of such person.\n\n            8.5 INSURANCE. The Corporation shall have power to purchase and\nmaintain insurance on behalf of any person who is or was a director, officer,\nemployee or agent of the Corporation, or is or was serving at the request of the\nCorporation as a director, officer, employee or agent of an Other Entity,\nagainst any liability asserted against such person and incurred by such person\nin any such capacity, or arising out of such person's status as such, whether or\nnot the Corporation would have the power to indemnify such person against such\nliability under the provisions of this Article 8, the Certificate of\n\n\n\n\n \n\n\n\n\n\n                                                                    19\n\n\n\n\nIncorporation or under section 145 of the General Corporation Law or any other\nprovision of law.\n\n            8.6 BINDING EFFECT. The provisions of this Article 8 shall be a\ncontract between the Corporation, on the one hand, and each Director and officer\nwho serves in such capacity at any time while this Article 8 is in effect and\nany other person entitled to indemnification hereunder, on the other hand,\npursuant to which the Corporation and each such Director, officer or other\nperson intend to be, and shall be legally bound. No repeal or modification of\nthis Article 8 shall affect any rights or obligations with respect to any state\nof facts then or theretofore existing or thereafter arising or any proceeding\ntheretofore or thereafter brought or threatened based in whole or in part upon\nany such state of facts.\n\n            8.7 PROCEDURAL RIGHTS. The rights to indemnification and\nreimbursement or advancement of expenses provided by, or granted pursuant to,\nthis Article 8 shall be enforceable by any person entitled to such\nindemnification or reimbursement or advancement of expenses in any court of\ncompetent jurisdiction. The burden of proving that such indemnification or\nreimbursement or advancement of expenses is not appropriate shall be on the\nCorporation. Neither the failure of the Corporation (including its Board of\nDirectors, its independent legal counsel and its stockholders) to have made a\ndetermination prior to the commencement of such action that such indemnification\nor reimbursement or advancement of expenses is proper in the circumstances nor\nan actual determination by the Corporation (including its Board of Directors,\nits independent legal counsel and its stockholders) that such person is not\nentitled to such indemnification or reimbursement or advancement of expenses\nshall constitute a defense to the action or create a presumption that such\nperson is not so entitled. Such a person shall also be indemnified for any\nexpenses incurred in connection with successfully establishing his or her right\nto such indemnification or reimbursement or advancement of expenses, in whole or\nin part, in any such proceeding.\n\n            8.8 SERVICE DEEMED AT CORPORATION'S REQUEST. Any Director or officer\nof the Corporation serving in any capacity (a) another corporation of which a\nmajority of the shares entitled to vote in the election of its directors is\nheld, directly or indirectly, by the Corporation or (b) any employee benefit\nplan of the Corporation or any corporation referred to in clause (a) shall be\ndeemed to be doing so at the request of the Corporation.\n\n            8.9 ELECTION OF APPLICABLE LAW. Any person entitled to be\nindemnified or to reimbursement or advancement of expenses as a matter of right\npursuant to this Article 8 may elect to have the right to indemnification or\nreimbursement or advancement of expenses interpreted on the basis of the\napplicable law in effect at the time of the occurrence of the event or events\ngiving rise to the applicable Proceeding, to the extent permitted by law, or on\nthe basis of the applicable law in effect at the time such indemnification or\nreimbursement or advancement of expenses is sought. Such election shall be made,\nby a notice in writing to the Corporation, at the time indemnification or\nreimbursement or advancement of expenses is sought; PROVIDED, HOWEVER, that if\nno such notice is given, the right to indemnification or reimbursement or\nadvancement of expenses shall be determined by the law in effect at the time\nindemnification or reimbursement or advancement of expenses is sought.\n\n\n\n\n\n\n \n\n\n\n\n\n                                                                    20\n\n\n\n\n                                    ARTICLE 9\n                                BOOKS AND RECORDS\n\n            9.1 BOOKS AND RECORDS. There shall be kept at the principal office\nof the Corporation correct and complete records and books of account recording\nthe financial transactions of the Corporation and minutes of the proceedings of\nthe stockholders, the Board and any committee of the Board. The Corporation\nshall keep at its principal office, or at the office of the transfer agent or\nregistrar of the Corporation, a record containing the names and addresses of all\nstockholders, the number and class of shares held by each and the dates when\nthey respectively became the owners of record thereof.\n\n            9.2 FORM OF RECORDS. Any records maintained by the Corporation in\nthe regular course of its business, including its stock ledger, books of\naccount, and minute books, may be kept on, or be in the form of, punch cards,\nmagnetic tape, photographs, microphotographs, or any other information storage\ndevice, provided that the records so kept can be converted into clearly legible\nwritten form within a reasonable time. The Corporation shall so convert any\nrecords so kept upon the request of any person entitled to inspect the same.\n\n            9.3 INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by\nlaw, the Board shall determine from time to time whether, and, if allowed, when\nand under what conditions and regulations, the accounts, books, minutes and\nother records of the Corporation, or any of them, shall be open to the\nstockholders for inspection.\n\n\n                                   ARTICLE 10\n                                      SEAL\n\n            The corporate seal shall have inscribed thereon the name of the\nCorporation, the year of its organization and the words 'Corporate Seal,\nDelaware.' The seal may be used by causing it or a facsimile thereof to be\nimpressed or affixed or otherwise reproduced.\n\n\n                                   ARTICLE 11\n                                   FISCAL YEAR\n\n            The fiscal year of the Corporation shall be fixed, and may be\nchanged, by resolution of the Board.\n\n\n                                   ARTICLE 12\n                              PROXIES AND CONSENTS\n\n            Unless otherwise directed by the Board, the Chairman, the Vice\nChairman, the Chief Executive Officer, the President, any Vice President, the\nSecretary or the Treasurer, or any one of them, may execute and deliver on\nbehalf of the Corporation proxies respecting any and all shares or other\nownership interests of any Other Entity owned by the Corporation\n\n\n\n\n \n\n\n\n\n\n                                                                    21\n\n\n\n\nappointing such person or persons as the officer executing the same shall deem\nproper to represent and vote the shares or other ownership interests so owned at\nany and all meetings of holders of shares or other ownership interests, whether\ngeneral or special, and\/or to execute and deliver consents respecting such\nshares or other ownership interests; or any of the aforesaid officers may attend\nany meeting of the holders of shares or other ownership interests of such Other\nEntity and thereat vote or exercise any or all other powers of the Corporation\nas the holder of such shares or other ownership interests.\n\n\n                                   ARTICLE 13\n                                EMERGENCY BY-LAWS\n\n          Unless the Certificate of Incorporation provides otherwise, the\nfollowing provisions of this Article 13 shall be effective during an emergency,\nwhich is defined as when a quorum of the Corporation's Directors cannot be\nreadily assembled because of some catastrophic event. During such emergency:\n\n            13.1 NOTICE TO BOARD MEMBERS. Any one member of the Board or any one\nof the following officers: Chairman, Vice Chairman, Chief Executive Officer,\nPresident, any Vice President, Secretary, or Treasurer, may call a meeting of\nthe Board. Notice of such meeting need be given only to those Directors whom it\nis practicable to reach, and may be given in any practical manner, including by\npublication and radio. Such notice shall be given at least six hours prior to\ncommencement of the meeting.\n\n            13.2 TEMPORARY DIRECTORS AND QUORUM. One or more officers of the\nCorporation present at the emergency Board meeting, as is necessary to achieve a\nquorum, shall be considered to be Directors for the meeting, and shall so serve\nin order of rank, and within the same rank, in order of seniority. In the event\nthat less than a quorum of the Directors are present (including any officers who\nare to serve as Directors for the meeting), those Directors present (including\nthe officers serving as Directors) shall constitute a quorum.\n\n            13.3  ACTIONS PERMITTED TO BE TAKEN.  The Board as constituted in\nSection 13.2, and after notice as set forth in Section 13.1 may:\n\n                  13.3.1 prescribe emergency powers to any officer of the\n      Corporation;\n\n                  13.3.2 delegate to any officer or Director, any of the powers\n      of the Board;\n\n                  13.3.3 designate lines of succession of officers and agents,\n      in the event that any of them are unable to discharge their duties;\n\n                  13.3.4 relocate the principal place of business, or designate\n      successive or simultaneous principal places of business; and\n\n                  13.3.5 take any other convenient, helpful or necessary action\n      to carry on the business of the Corporation.\n\n\n\n\n \n\n\n\n\n\n                                                                    22\n\n\n\n\n                                   ARTICLE 14\n                                   AMENDMENTS\n\n            These By-laws may be amended or repealed and new By-laws may be\nadopted by a vote of the holders of shares entitled to vote in the election of\nDirectors or by the Board. Any By-laws adopted or amended by the Board may be\namended or repealed by the Stockholders entitled to vote thereon.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9573,9574],"class_list":["post-41470","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41470","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41470"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41470"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41470"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41470"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}