EXHIBIT 3.2 BY-LAWS OF A. T. CROSS COMPANY Article I OFFICES The Corporation shall have offices at such places both within and without the State of Rhode Island as may from time to time be determined by the board of directors or as the business of the Corporation may require. Article II MEETINGS OF SHAREHOLDERS Section 1. Place of Meetings. All annual meetings of the shareholders and all special meetings of the shareholders called by the president or the board of directors shall be held at such place within or without the State of Rhode Island as shall be stated in the notice of meeting. All other special meetings of the shareholders shall be held at an office of the Corporation in the State of Rhode Island. Section 2. Annual Meetings. Commencing in the year 1972, an annual meeting of the shareholders shall be held on the fourth Thursday in April in each year if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, at a time specified in the notice of such meeting or in any waiver of such notice. At each annual meeting, the shareholders shall elect a board of directors and shall transact such other business as may properly come before the meeting. In the event of the failure to hold said annual meeting at any time or for any cause, any and all business which might have been transacted at such meeting may be transacted at the next succeeding meeting, whether special or annual. Section 3. Special Meetings. A special meeting of the shareholders, for any purpose or purposes, may be called by the president, the board of directors, or the holders of record of not less than one-tenth of the shares entitled to vote at such meeting. Any such call shall state the purpose or purposes of the proposed meeting. A special meeting may be held in lieu of the annual meeting either before or after the date fixed for such annual meeting in Section 2 of this Article, provided that notice of such special meeting is given or waived in the manner hereinafter specified and provided that such notice or waiver expressly states that such special meeting is in lieu of the annual meeting. Section 4. Notice of Meetings. Written notice of each annual or special meeting stating the place, day and hour of the meeting (and the purpose or purposes of any special meeting) shall be given by or at the direction of the president, the secretary, or the person or persons calling the meeting to each shareholder of record entitled to vote at such meeting not less than ten nor more than fifty days before the meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice of the meeting or any written waiver thereof. Section 5. Quorum. The holders of a majority of the Class B shares issued and outstanding, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business; provided however that no action shall be taken at such meeting with respect to any matter upon which Class A shares shall be entitled to vote unless the holders of a majority of said Class A shares issued and outstanding shall be present in person or represented by proxy at such meeting. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at the meeting. When a quorum of the Class A or Class B shares is present at any meeting, the vote of the holders of a majority of the class of shares entitled to vote on any particular question brought before such meeting and present in person or represented by proxy, shall decide such question unless the vote of a greater number is required by law. Section 6. Proxies. Every shareholder entitled to vote at a meeting or to express consent without a meeting may authorize another person or persons to act for him by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date thereof, unless otherwise provided in the proxy. Section 7. Consent Votes. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing. Article III DIRECTORS Section 1. Powers. The business and affairs of the Corporation shall be managed by the board of directors. Section 2. Number. The number of directors shall be not less than five nor more than nine. Within the limits above specified, the number of directors shall be fixed by vote of the shareholders at the annual meeting or at any special meeting held in lieu of the annual meeting. Holders of Class A common stock voting as a class shall have the right to elect one-third of the number of directors so fixed; provided, however, that if said number is not evenly divisible by three, then the holders of Class A common stock shall have the right to elect that number of directors which is the nearest whole number when the total number of directors to be elected is divided by three. Holders of Class B common stock voting as a class shall elect the remaining number of directors so fixed. Section 3. Election and Term. The directors shall be elected at the annual meeting of the shareholders or at a special meeting held in lieu of the annual meeting, except as provided in Section 5 of this Article. Each nominee for election to the board of directors shall be designated either as a "Class A" or a "Class B" director. Each director elected shall hold office until the next annual meeting of the shareholders and thereafter until his successor is elected and qualified (unless there shall be no successor as a result of a decrease in the number of the board of directors). Except as otherwise provided in the agreement among shareholders dated November 27, 1970 with respect to Class A directors, any or all of the directors may be removed without cause by vote of the shareholders, and any director may be removed for cause by vote of the board of directors. Directors need not be shareholders of the Corporation or residents of the State of Rhode Island. Section 4. Meetings. The board of directors may hold meetings, both regular and special, either within or without the State of Rhode Island. The first meeting of each newly elected board of directors shall be held at such time and place as shall be specified in a notice delivered as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors. Special meetings of the board of directors may be called by the president on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Meetings of the directors may be held by means of a telephone conference circuit and connection to such circuit shall constitute presence at such meeting. Section 5. Vacancies. Except as otherwise provided in the agreement among shareholders dated November 27, 1970 with respect to Class A directors, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining Class A and Class B directors voting together, even though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 6. Quorum. At all meetings of the board of directors, a majority of the number of directors fixed pursuant to Section 2 of this Article shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Section 7. Directors' Consent Vote. Any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before or after such action by all of the directors, or all of the members of such committee, as the case may be. Section 8. Committees of Directors. The board of directors may, by vote passed by a majority of the whole board, designate one or more committees, including an executive committee, each committee to consist of two or more of the directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as provided by the Rhode Island business corporation act, any such committee, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the board of directors when required. Section 9. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Article IV NOTICES Section 1. How Delivered. Whenever under the provisions of the Rhode Island business corporation act or of the articles of incorporation or of these by-laws written notice is required to be given to any person, such notice may be given by mail, addressed to such person, at his address as it appears in the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be delivered, if mailed, at the time when the same shall be deposited in the United States mail in the State of Rhode Island. Notice may also be given by telegram or personally to any director. Section 2. Waivers of Notice. Whenever any notice is required to be given under the provisions of the Rhode Island business corporation act or of the articles of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3. Specification of Business. Neither the business to be transacted at, nor the purpose of, any meeting of the shareholders or members of a committee need be specified in any written waiver of notice except as otherwise herein expressly provided. Article V OFFICERS Section 1. Number. The mandatory officers of the Corporation shall be a president, a secretary, and a treasurer. The board of directors may from time to time elect or appoint such other officers, including a chairman of the board and one or more vice presidents, assistant officers and agents and delegate and assign to them such authorities and duties, as it may deem necessary. Any two or more of the offices may be held by the same person. None of the officers need be either a shareholder or director. Section 2. Election and Term. The officers of the Corporation shall be elected by the board of directors at its first meeting after the meeting of shareholders held for the election of directors. Each officer shall be elected to serve until his successor shall have been elected and shall have qualified or until his earlier death, resignation or removal as hereinafter provided. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Section 3. Authority and Duties. Unless otherwise specified by the board of directors, the chairman of the board, if any, shall be the chief executive officer of the Corporation; the president shall be the chief operating officer of the Corporation; and the treasurer shall be the chief financial officer of the Corporation. If no chairman of the board is elected, qualified or acting, the president shall also be the chief executive officer of the Corporation. The other officers of the Corporation shall have the powers and shall perform the duties customarily appurtenant to their respective offices, and shall have such further powers and shall perform such further duties as shall be from time to time assigned to them. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal or otherwise may be filled by the board of directors for the unexpired portion of the term. Section 5. Signing of Instruments. All checks, drafts, orders, notes and other obligations of the Corporation for the payment of money, and deeds, mortgages, leases, contracts, bonds and other corporate instruments may be signed by such officer or officers of the Corporation or by such other person or persons as may from time to time be designated by general or special vote of the board of directors. Article VI CERTIFICATES FOR SHARES Section 1. Share Certificates. Certificates representing shares of the Corporation shall be in such form as shall be approved by the board of directors from time to time and shall be signed by any two officers of the Corporation and shall be sealed with the seal of the Corporation or a facsimile thereof, provided that when any such certificate is countersigned by a transfer agent or by a registrar acting on behalf of the Corporation the signatures of the corporate officers and the corporate seal upon any such certificate may be facsimiles. Section 2. Transfers of Shares. Transfers of shares shall be registered by the Corporation (or any transfer agent acting for it) upon the surrender of the certificate or certificates therefor, duly endorsed by the appropriate person or persons or accompanied by proper evidence of succession, assignment or authority to transfer, and complying with such other requirements as are established by law. Section 3. Registered Shareholders. Except as otherwise provided by law, the Corporation may treat the person registered on the books of the corporation as the owner of shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all rights and powers of an owner; and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person. Section 4. Issue of New Certificates. In the event of the loss, theft or destruction of any certificates representing shares of the Corporation, the owner thereof shall be entitled to have new certificates, for the same number of shares, issued in lieu of said certificates so lost, stolen or destroyed, upon satisfactory proof of ownership and upon the giving of such bond or security to the Corporation to indemnify it against any loss, cost, damage or expenses which may accrue to it by reason of the issue of said certificates in lieu of the certificates so lost, stolen, destroyed, as the board of directors may deem necessary. Article VII FISCAL YEAR The fiscal year of the Corporation shall be determined by the board of directors and in the absence of such determination shall be the calendar year. Article VIII SEAL The corporate seal shall be in the form of a circle with the name of the Corporation, the words "Incorporated Rhode Island" and the year of its incorporation inscribed therein. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Article IX INDEMNIFICATION The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, to the extent permitted by law. Article X CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period not more than sixty days. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this article, such determination shall apply to any adjournment thereof. Article XI AMENDMENTS These by-laws may be altered, amended or repealed or new by-laws may be adopted at any annual or special meeting of the shareholders by the affirmative vote of the holders of a majority of the Class B shares issued and outstanding and entitled to vote, provided, however, that notice of such alteration, amendment, repeal or adoption of new by-laws shall be contained in the notice of such meeting, or in the waiver thereof. The board of directors shall have like authority to alter, amend, repeal or adopt new by-laws by affirmative vote of a majority of the number of directors fixed as provided in these by-laws. I:BylawATX.doc