AS OF JUNE 18, 1996
BY-LAWS
OF
PHILLIPS-VAN HEUSEN CORPORATION
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meetings. A meeting of the stockholders
shall be held annually at 10:00 A.M. on the first Tuesday after
the first Monday in June, or at such other time and on such other
date and at such place, within or without the State of Delaware,
as may from time to time be fixed by the Board of Directors, for
the purpose of electing directors and for the transaction of such
other proper business as may come before the meeting.
SECTION 2. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chairman of the
Board or by the President or by the Board of Directors or by the
Executive Committee, and shall be called by the Secretary upon
the written request of stockholders of record holding a majority
of the outstanding shares of the Corporation entitled to vote at
the meeting, which request shall state the purpose or purposes
for which the meeting is to be called. Special meetings of the
stockholders shall be held at such time and on such date and at
such place, within or without the State of Delaware, as shall be
specified in the call thereof.
SECTION 3. Notice of Meetings. Written notice of each
annual or special meeting of the stockholders shall be given
which shall state the place, date and hour thereof, and, in the
case of a special meeting, the purpose or purposes for which the
meeting is called and the person or persons who shall have called
the meetings. The written notice of any meeting shall be given,
not less than ten or more than sixty days before the date of the
meeting, to each stockholder entitled to vote at the meeting. If
mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation. If the notice of a
special meeting shall state as a purpose of the meeting the
transaction of any business that may come before the meeting,
then at the meeting any proper business may be transacted,
whether or not referred to in the notice thereof.
SECTION 4. Quorum. At any meeting of the stockholders,
the presence, in person or by proxy, of the holders of a majority
of the outstanding shares of the Corporation entitled to vote
thereat shall be necessary to constitute a quorum for the
transaction of any business. If there shall not be a quorum at
any meeting, the holders of a majority of the shares entitled to
vote thereat who shall be present at the meeting, in person or by
proxy, may adjourn the meeting from time to time without further
notice until holders of a majority of the outstanding shares
entitled to vote thereat shall attend. At any adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the original
meeting.
SECTION 5. Voting. Each share entitled to vote on any
matter at any meeting of the stockholders, present in person or
by proxy, shall carry the right to one vote on such matter.
SECTION 6. Inspectors. The Board of Directors, in advance
of any meeting of the stockholders, may appoint one or more
inspectors to act at the meeting. If inspectors are not so
appointed, the person presiding at the meeting may, and on the
request of any stockholder entitled to vote thereat shall,
appoint inspectors. If appointed on the request of a
stockholder, the holders of a majority of the shares present and
entitled to vote thereat shall determine the number of inspectors
to be appointed. If any person so appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board
of Directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at the meeting with
strict impartiality and according to the best of his ability.
The inspectors so appointed shall determine the number of shares
outstanding, the shares represented at the meeting, the existence
of a quorum and the validity and effect of proxies and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the results and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting or any stockholder
entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them. Any report
or certificate made by them shall be prima facie evidence of the
facts stated and of the vote as certified by them.
ARTICLE II
DIRECTORS
SECTION 1. Number; Qualification; Election; Term of
Office. The number of directors of the Corporation shall be
twelve or such other number, but not more than 21 or less than
nine, as the Board of Directors may from time to time determine.
Directors need not be stockholders. At each annual meeting of
the stockholders, directors shall be chosen for a term of one
year to succeed those whose terms expire. Each director shall
hold office until his successor is elected and qualified or until
his earlier resignation or removal.
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SECTION 2. Duties and Powers. The Board of Directors
shall manage the business and affairs of the Corporation.
SECTION 3. Meetings. A meeting of the Board of Directors
shall be held for the election of officers and for the
transaction of such other business as may come before the meeting
as promptly as practicable after the annual meeting of the
stockholders. Other regular meetings of the Board of Directors
may be held at such times and at such places as the Chairman of
the Board or the President may from time to time determine.
Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board or by the President or by a
majority of the directors then in office. Meetings of the Board
of Directors may be held within or without the State of Delaware.
SECTION 4. Notice of Meetings. Notice of each regular or
special meeting of the Board of Directors shall be given by
service on each director in person or by mailing or telegraphing
the same to him at his address as it appears on the records of
the Corporation at least one day, if given in person or by
telegraphing the same, or at least three days, if given by
mailing the same, before the date designated for such meeting,
specifying the place, date and hour of the meeting and, if it is
for a special meeting, the purpose or purposes for which the
meeting is called. At any meeting of the Board of Directors at
which every director shall be present, even though without such
notice, any business may be transacted. Any acts or proceedings
taken at a meeting of the Board of Directors not validly called
or constituted may be made valid and fully effective by
ratification at a subsequent meeting which shall be legally and
validly called or constituted. Notice of any regular meeting of
the Board of Directors need not state the purpose of the meeting
and, at any regular meeting duly held, any business may be
transacted. If the notice of a special meeting shall state as a
purpose of the meeting the transaction of any business that may
come before the meeting, then at the meeting any business may be
transacted, whether or not referred to in the notice thereof.
SECTION 5. Quorum and Voting. At any meeting of the Board
of Directors, the presence of one-third of the directors then in
office shall constitute a quorum for the transaction of business.
The vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors. At all meetings of the Board of Directors, each
director shall have one vote.
SECTION 6. Resignation. Any director may resign at any
time upon written notice to the Corporation. Any such
resignation may provide that such resignation shall take effect,
immediately or on any future date stated in such notice, without
acceptance by the Corporation.
SECTION 7. Vacancies. In the event that any vacancy shall
occur in the Board of Directors, whether because of death,
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resignation, removal, newly created directorships resulting from
any increase in the authorized number of directors or any other
reason, such vacancy may be filled by the vote of a majority of
the directors then in office, although less than a quorum, at any
meeting of the Board of Directors. A director elected to fill a
vacancy, other than a newly created directorship, shall hold
office for the unexpired term of his predecessor. A director
elected to fill a newly created directorship shall be elected to
such class of directors as a majority of the directors then in
office shall determine and shall hold office for the unexpired
term of such class.
SECTION 8. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate an Executive Committee consisting of not more than four
directors, one of whom shall be the Chairman of the Board and one
of whom shall be the President, to serve at the pleasure of the
Board of Directors. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate
such other Committees as it shall from time to time determine to
be desirable, each Committee to consist of two or more directors,
to serve at the pleasure of the Board of Directors. The Board of
Directors 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. In the
absence or disqualification of a member of any Committee, 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 director to act at the
meeting in the place of such absent or disqualified member. Each
Committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all of the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation, may authorize the seal
of the Corporation to be affixed to all papers which may require
it and may declare a dividend or authorize the issuance of stock;
but no Committee shall have the power or authority in reference
to amending the Certificate of Incorporation or the By-Laws,
adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets or
recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution.
SECTION 9. Compensation. The Board of Directors may fix
the compensation of directors for service in any capacity and may
fix fees for attendance at meetings and may authorize the
Corporation to pay the traveling and other expenses of directors
incident to their attendance at meetings.
SECTION 10. Salaries. The salary of each officer of the
Corporation and of each director of the Corporation who shall be
an officer of a division of the Corporation shall be fixed by the
Board of Directors.
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ARTICLE III
OFFICERS
SECTION 1. Election. At the first meeting of the Board of
Directors after each annual meeting of the stockholders, the
Board of Directors shall elect or appoint a Chairman of the
Board, a President, one or more Executive Vice-Presidents and
Vice-Presidents, a Secretary, one or more Assistant Secretaries,
a Treasurer and one or more Assistant Treasurers, and may elect
or appoint at such time and from time to time such additional
officers as it deems advisable. No officer need be a director,
except the Chairman of the Board and the President.
SECTION 2. Term of Office and Vacancies. Each officer
shall hold office until his successor is elected or appointed and
qualified or until his earlier resignation or removal. Any
vacancy occurring in any office, whether because of death,
resignation, removal, with or without cause, or any other reason,
shall be filled by the Board of Directors.
SECTION 3. Powers and Duties of the Chairman of the Board.
The Chairman of the Board shall be the chief executive officer of
the Corporation and shall preside at all meetings of the Board of
Directors and of the stockholders. He shall have such other
powers and shall perform such other duties as may from time to
time be assigned to him by the Board of Directors.
SECTION 4. Powers and Duties of the President. The
President shall be the chief operating officer of the Corporation
and shall, in the absence or disability of the Chairman of the
Board, have the powers and perform the duties of the Chairman of
the Board. He shall have general and active supervision of the
business, administration and operations of the Corporation. He
shall from time to time make such reports of the affairs of the
Corporation as the Board of Directors may require. He shall have
the general powers and duties of supervision usually vested in
the office of the president of a corporation and shall have such
other powers and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors.
SECTION 5. Powers and Duties of the Executive Vice-
Presidents and Vice-Presidents. Each of the Executive Vice-
Presidents, and Vice-Presidents shall have such powers and shall
perform such duties as may from time to time be assigned to him
by the Board of Directors.
SECTION 6. Powers and Duties of the Secretary. The
Secretary shall record and keep the minutes of all meetings of
the stockholders and, if so requested, the minutes of meetings of
the Board of Directors. He shall be the custodian of, and shall
make or cause to be made the proper entries in, the minute book
of the Corporation and such other books and records as the Board
of Directors may direct. He shall be the custodian of the seal
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of the Corporation and shall affix such seal to such contracts,
instruments and other documents as the Board of Directors or any
Committee thereof may direct. He shall have such other powers
and shall perform such other duties as may from time to time be
assigned to him by the Board of Directors.
SECTION 7. Powers and Duties of the Assistant Secretaries.
Each of the Assistant Secretaries shall have such powers and
shall perform such duties as may from time to time be assigned to
him by the Board of Directors.
SECTION 8. Powers and Duties of the Treasurer. The
Treasurer shall be the custodian of all funds and securities of
the Corporation. Whenever so directed by the Board of Directors,
he shall render a statement of his cash and other accounts, and
he shall cause to be entered regularly in the books and records
of the Corporation to be kept for such purpose full and accurate
accounts of the Corporation's receipts and disbursements. He
shall at all reasonable times exhibit his books and accounts to
any director upon application at the principal office of the
Corporation during business hours. He shall have such other
powers and shall perform such other duties as may from time to
time be assigned to him by the Board of Directors.
SECTION 9. Powers and Duties of the Assistant Treasurers.
Each of the Assistant Treasurers shall have such powers and shall
perform such duties as may from time to time be assigned to him
by the Board of Directors.
SECTION 10. Delegation. In case of the absence of any
officer, or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may at any time and from
time to time delegate all or any part of the powers or duties of
any officer to any other officer or to any director or directors.
SECTION 11. Removal. Any officer may be removed from
office at any time, with or without cause, by a vote or a
majority of the directors then in office.
SECTION 12. Resignation. Any officer may resign at any
time upon written notice to the Corporation, such resignation to
take effect immediately without acceptance by the Corporation.
SECTION 13. Voting of Stock. The Chairman of the Board or
the President or any other person or persons designated by the
Board of Directors shall have full power and authority at any
meeting of stockholders of any corporation in which the
Corporation holds stock to vote such stock and shall possess at
such meeting all rights and powers incident to the ownership of
such stock.
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ARTICLE IV
STOCK
SECTION 1. Certificates. The shares of the Corporation
shall be represented by certificates signed by the Chairman of
the Board or by the President or any Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or any
Assistant Secretary, or by a printed or engraved facsimile of
such signatures, and may be sealed with the seal of the
Corporation or a printed or engraved facsimile thereof. The
certificates shall be countersigned by the transfer agent and
registered by the registrar, which countersignature and
registration may be printed or by engraved facsimile.
SECTION 2. Transfer of Shares. The shares of the
Corporation shall be assignable and transferable on the books of
the Corporation only by the person in whose name they appear on
such books or by his duly authorized attorney, upon surrender of
the certificate representing such shares properly endorsed. In
case of assignment or transfer by power of attorney, the power of
attorney, duly executed and acknowledged, shall be deposited with
the Corporation.
ARTICLE V
EXECUTION OF INSTRUMENTS
All checks, drafts or orders for the payment of money, all
vouchers and receipts for payments, all promissory notes,
acceptances and bills of exchange and all contracts, agreements,
assignments and other instruments shall be signed by the Chairman
of the Board or the President or a Vice-President or the
Treasurer or such other officer or officers or such person or
persons as the Board of Directors may from time to time
designate. All certifications shall be made by the Secretary or
an Assistant Secretary or such other officer or officers or such
person or persons as the Board of Directors may from time to time
designate.
ARTICLE VI
SEAL
The seal of the corporation shall contain the name of the
Corporation, the words "Corporate Seal", the year of its
organization and the word "Delaware".
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify any person to the full
extent permitted by the Delaware General Corporation Law, as the
same now exists or may hereafter be amended.
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ARTICLE VIII
AMENDMENT OF BY-LAWS
By-Laws may be adopted, altered, amended or repealed by the
Board of Directors or by the affirmative vote of not less than
80% of the outstanding stock of the Corporation entitled to vote
in the election of directors.
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