BYLAWS
OF
VARSITY SPIRIT FASHIONS & SUPPLIES, INC.
ARTICLE 1.
OFFICES
1.1) Offices. The principal executive office of the corporation shall be
111 Market Street, Winona, Minnesota 55987, and the corporation may have offices
at such other places within or without the State of Minnesota as the Board of
Directors shall from time to time determine or the business of the corporation
requires.
ARTICLE 2.
MEETINGS OF SHAREHOLDERS
2.1) Regular Meetings. Regular meetings of the shareholders of the
corporation entitled to vote shall be held on an annual or other less frequent
basis as shall be determined by the Board of Directors or by the chief executive
officer; provided, that if a regular meeting has not been held during the
immediately preceding 15 months, a shareholder or shareholders holding 3% or
more of the voting power of all shares entitled to vote may demand a regular
meeting of shareholders by written notice of demand given to an officer of the
corporation. At each regular meeting, the shareholders, voting as provided in
the Articles of Incorporation and these Bylaws, shall elect qualified successors
for directors who serve for an indefinite term or whose terms have expired or
are due to expire within six months after the date of the meeting, and shall
transact such other business as shall come before the meeting. No meeting shall
be considered a regular meeting unless specifically designated as such in the
notice of meeting or unless all the shareholders entitled to vote are present in
person or by proxy and none of them objects to such designation.
2.2) Special Meetings. Special meetings of the shareholders entitled to
vote may be called at any time by the Chairman of the Board, the chief executive
officer, the chief financial officer, two or more directors, or a shareholder or
shareholders holding ten percent (10%) or more of the voting power of all shares
entitled to vote.
2.3) Place of Meetings. Meetings of the shareholders shall be held at the
principal executive office of the corporation or at such other place, within or
without the State of Minnesota, as is designated by the Board of Directors,
except
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that a regular meeting called by or at the demand of a shareholder shall be held
in the county where the principal executive office of the corporation is
located.
2.4) Notice of Meetings. There shall be mailed to each holder of shares
entitled to vote, at his address as shown by the books of the corporation, a
notice setting out the place, date and hour of any regular or special meeting,
which notice shall be mailed not less than two (2) days nor more than sixty (60)
days prior to the date of the meeting; provided, that notice of a meeting at
which there is to be considered a proposal (i) to dispose of all, or
substantially all, of the property and assets of the corporation or (ii) to
dissolve the corporation shall be mailed to all shareholders of record, whether
or not entitled to vote; and provided further, that notice of a meeting at which
there is to be considered a proposal to adopt a plan of merger or exchange shall
be mailed to all shareholders of record, whether or not entitled to vote, at
least fourteen (14) days prior thereto. Notice of any special meeting shall
state the purpose or purposes of the proposed meeting, and the business
transacted at all special meetings shall be confined to the purposes stated in
the notice, unless all of the shareholders are present in person or by proxy and
none of them objects to consideration of a particular item of business.
Attendance at a meeting by any shareholder, without objection by him, shall
constitute his waiver of notice of the meeting.
2.5) Quorum and Adjourned Meeting. The holders of a majority of the voting
power of the shares entitled to vote at a meeting, represented either in person
or by proxy, shall constitute a quorum for the transaction of business at any
regular or special meeting of shareholders. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number of
shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. In case a quorum is not present at any meeting,
those present shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
number of shares entitled to vote shall be represented. At such adjourned
meeting at which the required amount of shares entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the original meeting.
2.6) Voting. At each meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such shareholder. Each shareholder
shall have one (1) vote for each share having voting power standing in his name
on the books of the corporation except as may be
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otherwise provided in the terms of the share or as may be required to provide
for cumulative voting (if not denied by the Articles). Upon the demand of any
shareholder, the vote for directors or the vote upon any question before the
meeting shall be by ballot. All elections shall be determined and all questions
decided by a majority vote of the number of shares entitled to vote and
represented at any meeting at which there is a quorum except in such cases as
shall otherwise be required by statute, the Articles of Incorporation or these
Bylaws. Except as may otherwise be required to conform to cumulative voting
procedures, directors shall be elected by a plurality of the votes cast by
holders of shares entitled to vote thereon.
2.7) Record Date. The Board of Directors may fix a time, not exceeding
sixty (60) days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of and
entitled to vote at such meeting, notwithstanding any transfer of any shares on
the books of the corporation after any record date so fixed. The Board of
Directors may close the books of the corporation against transfer of shares
during the whole or any part or such period. In the absence of action by the
Board, only shareholders of record twenty (20) days prior to a meeting may vote
at such meeting.
2.8) Order of Business. The suggested order of business at any regular
meeting and, to the extent appropriate, at all other meetings of the
shareholders shall, unless modified by the presiding chairman, be:
(a) Call of roll
(b) Proof of due notice of meeting or waiver of notice
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of directors
(g) Unfinished business
(h) New business
(i) Adjournment.
ARTICLE 3.
DIRECTORS
3.1) General Powers. Except as authorized by the shareholders pursuant to a
shareholder control agreement or unanimous affirmative vote, the business and
affairs of the corporation shall be managed by or under the direction of a Board
of Directors.
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3.2) Number, Term and Qualifications. The Board of Directors shall consist
of one or more members. The number of members of the first Board (if not named
in the Articles of Incorporation) shall be determined by the incorporators or
shareholders. Thereafter, at each regular meeting, the shareholders shall
determine the number of directors; provided, that between regular meetings the
authorized number of directors may be increased or decreased by the shareholders
or increased by the Board of Directors. Each director shall serve for an
indefinite term that expires at the next regular meeting of shareholders, and
until his successor is elected and qualified, or until his earlier death,
resignation, disqualification, or removal as provided by statute.
3.3) Vacancies. Vacancies on the Board of Directors shall be filled by the
affirmative vote on a majority of the remaining members of the Board, though
less than a quorum; provided, that newly created directorships resulting from an
increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the directors serving at the time of such
increase. Persons so elected shall be directors until their successors are
elected by the shareholders, who may make such election at the next regular or
special meeting of the shareholders.
3.4) Quorum and Voting. A majority of the directors currently holding
office shall constitute a quorum for the transaction of business. Except as
otherwise provided in the Articles of Incorporation or these Bylaws, the acts of
a majority of the directors present at a meeting at which a quorum is present
shall be the acts of the Board of Directors.
3.5) Board Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate but such meetings shall be
conducted no less frequently than once per fiscal quarter. In the absence of
designation by majority of the Board of Directors, orally, or in writing, board
meetings shall be held at the principal executive office of the corporation.
Any director may call a board meeting by giving 24 hours notice to all directors
of the date and time of the meeting. The notice need not state the purpose of
the meeting, and may be given by mail, telephone, telegram, or in person. If a
meeting schedule is adopted by the Board, or if the date and time of a board
meeting has been announced at a previous meeting, no notice is required.
3.6) Absent Directors. A director may give advance written consent or
opposition to a proposal to be acted on at a Board meeting. If the director is
not present at the meeting, consent or opposition to a proposal does not
constitute presence for purposes of determining the existence of a quorum, but
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consent or opposition shall be counted as a vote in favor of or against the
proposal and shall be entered in the minutes of the meeting, if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.
3.7) Compensation. Directors who are not salaried officers of the
corporation shall receive such fixed sum per meeting attended or such fixed
annual sum or both as shall be determined from time to time by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving this corporation in any other capacity and receiving
proper compensation therefor.
3.8) Committees. The Board of Directors may, by resolution approved by the
affirmative vote of majority of the Board, establish committees having the
authority of the Board in the management of the business of the corporation only
to the extent provided in the resolution. Each such committee shall consist of
one or more natural persons (who need not be directors) appointed by affirmative
vote of a majority of the directors present, and shall be subject at all times
to the direction and control of the Board. A majority of the members of a
committee present at a meeting shall constitute a quorum for the transaction of
business.
3.9) Committee of Disinterested Persons. The Board may establish a
committee composed of two or more disinterested directors or other disinterested
persons to determine whether it is in the best interests of the corporation to
pursue a particular legal right or remedy of the corporation and whether to
cause the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the corporation. For purposes of this
section, a director or other person is "disinterested" if the director or other
person is not the owner of more than one percent of the outstanding shares of,
or a present or former officer, employee, or agent of, the corporation or of a
related corporation and has not been made or threatened to be made a party to
the proceeding in question. The committee, once established, is not subject to
the direction or control of, or termination by, the Board. A vacancy on the
committee may be filled by a majority vote of the remaining members. The good
faith determinations of the committee are binding upon the corporation and its
directors, officers and shareholders. The committee terminates when it issues a
written report of its determinations to the Board.
3.10) Order of Business. The suggested order of business at any meeting of
the Board of Directors shall, to the extent appropriate and unless modified by
the presiding chairman, be:
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(a) Roll call
(b) Proof of due notice of meeting or waiver of notice, or unanimous
presence and declaration by presiding chairman
(c) Determination of existence of quorum
(d) Reading and disposal of any unapproved minutes
(e) Reports of officers and committees
(f) Election of officers
(g) Unfinished business
(h) New business
(i) Adjournment.
ARTICLE 4.
OFFICERS
4.1) Number and Designation. The corporation shall have one or more natural
persons exercising the functions of the offices of chief executive officer and
chief financial officer. The Board of Directors may elect or appoint such other
officers or agents as it deems necessary for the operation and management of the
corporation including, but not limited to, a Chairman of the Board, a President,
one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board. Any of the offices or functions of
those offices may be held by the same person.
4.2) Election, Term of Office and Qualification. At the first meeting of
the Board following each election of directors, the Board shall elect officers,
who shall hold office until the next election of officers or until their
successors are elected or appointed and qualify; provided, however, that any
officer may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present (without prejudice, however, to any
contract rights to such officer).
4.3) Resignation. Any officer may resign at any time by giving written
notice to the corporation. The resignation is effective when notice is given to
the corporation, unless a later date is specified in the notice, and acceptance
of the resignation shall not be necessary to make it effective.
4.4) Vacancies in Office. If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
shall be filled for the unexpired term by the Board of Directors.
4.5) Chief Executive Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the
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chief executive officer (a) shall have general active management of the business
of the corporation; (b) shall, when present and in the absence of the Chairman
of the Board, preside at all meetings of the shareholders and Board of
Directors; (c) shall see that all orders and resolutions of the Board are
carried into effect; (d) shall sign and deliver in the name of the corporation
any deeds, mortgages, bonds, contracts or other instruments, pertaining to the
business of the corporation and which have been approved by a majority of the
Board of Directors, except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is expressly delegated
by the articles, these bylaws or the board to some other officer or agent of the
corporation; (e) may maintain records of and certify proceedings of the board
and shareholders; and (f) shall perform such other duties as may from time to
time be assigned to him by the Board.
4.6) Chief Financial Officer. Unless provided otherwise by a resolution
adopted by the Board of Directors, the chief financial officer (a) shall keep
accurate financial records for the corporation; (b) shall deposit all monies,
drafts and checks in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate from time to
time; (c) shall endorse for deposit all notes, checks and drafts received by the
corporation as ordered by the Board, making proper vouchers therefor; (d) shall
disburse corporate funds and issue checks and drafts in the name of the
corporation, as ordered by the Board; (e) shall render to the chief executive
officer and the Board of Directors, whenever requested, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation; and (f) shall perform such other duties as may be prescribed by the
Board of Directors or the chief executive officer from time to time.
4.7) Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and of the Board and shall exercise general
supervision and direction over the more significant matters of policy affecting
the affairs of the corporation, including particularly its financial and fiscal
affairs.
4.8) President. Unless otherwise determined by the Board, the President
shall be the chief executive officer. If an officer other than the President is
designated chief executive officer, the President shall perform such duties as
may from time to time be assigned to him by the Board.
4.9) Vice President. Each Vice President shall have such powers and shall
perform such duties as may be specified in these Bylaws or prescribed by the
Board of Directors. In the event of absence or disability of the President, the
Board of Directors may designate a Vice President or Vice Presidents to succeed
to the power and duties of the President.
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4.10) Secretary. The Secretary shall, unless otherwise determined by the
Board, be secretary of and attend all meetings of the shareholders and Board of
Directors, and may record the proceedings of such meetings in the minute book of
the corporation and, whenever necessary, certify such proceedings. The Secretary
shall give proper notice of meetings of shareholders and shall perform such
other duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.
4.11) Treasurer. Unless otherwise determined by the Board, the Treasurer
shall be the chief financial officer of the corporation. If an officer other
than the Treasurer is designated chief financial officer, the Treasurer shall
perform such duties as may be prescribed by the Board of Directors or the chief
executive officer from time to time.
4.12) Delegation. Unless prohibited by a resolution approved by the
affirmative vote of a majority of the directors present, an officer elected or
appointed by the Board may delegate in writing some or all of the duties and
powers of his office to other persons.
ARTICLE 5.
INDEMNIFICATION
5.1) The corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent, as
permitted by Minnesota Statutes, Section 302A.521, as now enacted or hereafter
amended.
ARTICLE 6.
SHARES AND THEIR TRANSFER
6.1) Certificate of Stock. Every owner of stock of the corporation shall be
entitled to a certificate, in such form as the Board of Directors may prescribe,
certifying the number of shares of stock of the corporation owned by him. The
certificates for such stock shall be numbered (separately for each class) in the
order in which they are issued and shall, unless otherwise determined by the
Board, be signed by the chief executive officer, the chief financial officer, or
any other officer of the corporation. A signature upon a certificate may be a
facsimile. Certificates on which a facsimile signature of a former officer,
transfer agent or registrar appears may be issued with the same effect as if he
were such officer, transfer agent or registrar on the date of issue.
6.2) Stock Record. As used in these Bylaws, the term "shareholder" shall
mean the person, firm or corporation in
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whose name outstanding shares of capital stock of the corporation are currently
registered on the stock record books of the corporation. The corporation shall
keep, at its principal executive office or at another place or places within the
United States determined by the Board, a share register not more than one year
old containing the names and addresses of the shareholders and the number and
classes of shares held by each shareholder. The corporation shall also keep at
its principal executive office or at another place or places within the United
States determined by the Board, a record of the date on which certificates
representing shares were issued. Every certificate surrendered to the
corporation for exchange or transfer shall be cancelled and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled (except as provided for
in Section 6.4 of this Article 6).
6.3) Transfer of Shares. Transfer of shares on the books of the corporation
may be authorized only by the shareholder named in the certificate (or his legal
representative or duly authorized attorney-in-fact) and upon surrender for
cancellation of the certificate or certificates for such shares. The shareholder
in whose name shares of stock stand on the books of the corporation shall be
deemed the owner thereof for all purposes as regards the corporation; provided,
that when any transfer of shares shall be made as collateral security and not
absolutely, such fact, if known to the corporation or to the transfer agent,
shall be so expressed in the entry of transfer; and provided, further, that the
Board of Directors may establish a procedure whereby a shareholder may certify
that all or a portion of the shares registered in the name of the shareholder
are held for the account of one or more beneficial owners.
6.4) Lost Certificate. Any shareholder claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the directors so
require, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board of at least double the value, as determined
by the Board, of the stock represented by such certificate in order to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been destroyed or lost.
ARTICLE 7.
RESTRICTIONS ON OWNERSHIP AND TRANSFER OF SHARES
7.1) Disposition of Shares; Notice. No shareholder shall sell, assign,
give, bequeath or otherwise voluntarily
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transfer or dispose of shares of the corporation, nor shall any shareholder
pledge, mortgage or otherwise encumber such shares, unless notice shall first
have been given to the corporation, as hereinafter provided, for the purpose of
commencing the period within which the corporation may purchase such shares in
accordance with this Article 7. Such notice to the corporation shall be in
writing, shall specify the stock involved, shall identify the proposed
transferee, and shall be delivered personally or by being deposited in the
United States mail in a sealed envelope with first class mail postage prepaid
thereon, addressed to an officer of the corporation at the principal office of
the corporation. The corporation shall have the first option to purchase such
shares, in whole but not in part, at any time within ninety (90) days after the
date of receipt of such notice, at the price provided in Section 7.5 hereof.
7.2) Renewal of Notice. Any transfer to be made after the expiration of
said ninety (90) day period must be made within an additional period of six (6)
months; otherwise, requisite notice to the corporation must be given anew.
7.3) Death, Insolvency or Bankruptcy of Shareholder. In the event of the
death of a shareholder, or in the event that a shareholder is adjudicated a
bankrupt or that judgment is entered against him and execution is levied on any
shares of stock of the corporation, or in the event that shares of stock which
have been pledged, mortgaged or hypothecated by a shareholder (in compliance
with 7.1 hereof) are foreclosed upon or sold pursuant to the collateral
agreement, the corporation shall have the first option to purchase all but not
part of the shares of stock of the corporation owned by such shareholder
exercisable at any time for a period of ninety (90) days after the occurrence of
any such event, at the price provided in Section 7.5 hereof.
7.4) Exercise of Option. The options granted to the corporation by Sections
7.1 and 7.3 hereof shall be exercised by delivery of written notice of the
exercise, signed by an officer of the corporation, to the shareholder or his
personal representative or successor, as the case may be. The question of
whether or not the corporation shall exercise such options shall be determined
by a vote of a majority of the entire Board of Directors; provided that if the
offering shareholder is a director, he shall not vote on the question.
7.5) Purchase Price of Stock. The price per share to be paid a shareholder
for his shares of stock of the corporation upon exercise of the corporation's
rights to purchase such stock hereunder shall be an amount equal to the value
per share last established by the unanimous vote of the entire Board of
Directors applicable to all outstanding shares of the corporation. If the Board
has failed to establish any such value and price for more than fourteen (14)
months, then the value per
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share shall be determined as of the last day of the month immediately preceding
the date of the event giving rise to the purchase, by appraisal of three
qualified appraisers selected, one by the offering shareholder (or his legal
representative), one by the corporation, and one by the other two (or if they
are unable to agree within ten (10) days after their selection, by the Senior
Judge of the District Court for the County in which the corporation then has its
registered office); such appraisers shall determine such value as that price
which a willing buyer, being under no compulsion to buy, would pay for a share
of stock of the corporation and which a willing seller, being under no
compulsion to sell, would accept for a share of stock. Such appraisal shall be
accomplished under such rules as the appraisers may reasonably establish or
otherwise in accordance with the Uniform Arbitration Act (Sections 572.08-572.30
of the Minnesota Statutes). The decision of the appraisers shall be rendered in
writing by a majority vote, within sixty (60) days after the selection of the
third appraiser, which decision shall be final and binding on all parties. The
corporation shall pay the entire purchase price in cash within thirty (30) days
after the date of the exercise of its option to purchase or the date of the
decision of the appraisers, whichever is later, and upon surrender of the
certificates representing the shares so purchased, duly endorsed for transfer.
7.6) Endorsement on Stock Certificates. An endorsement in language
substantially as follows shall be placed on each certificate representing shares
of stock of the corporation:
"The shares of stock represented by this certificate are subject to
certain purchase options in the corporation as set forth in Article 7
of the Bylaws, which Bylaws are available for inspection at the
principal office of the corporation."
7.7) Private Agreement. The provisions of this Article 7 may be modified or
expanded as between any shareholder and the corporation pursuant to a written
agreement duly authorized by the shareholders holding at least majority of the
total voting power of the shareholders, in which case the provisions of such
agreement shall govern to the extent inconsistent with this Article 7.
ARTICLE 8.
GENERAL PROVISIONS
8.1) Distributions; Acquisitions of Shares. Subject to the provisions of
law, the Board of Directors may authorize the acquisition of the corporation's
shares and may authorize
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distributions whenever and in such amounts as, in its opinion, the condition of
the affairs of the corporation shall render it advisable.
8.2) Fiscal Year. The fiscal year of the corporation shall be established
by the Board of Directors.
8.3) Seal. The corporation shall have such corporate seal or no corporate
seal as the Board of Directors shall from time to time determine.
8.4) Securities of Other Corporations.
(a) Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the chief executive officer shall have
full power and authority on behalf of the corporation (i) to attend and to
vote at any meeting of security holders of other companies in which the
corporation may hold securities; (ii) to execute any proxy for such meeting
on behalf of the corporation; and (iii) to execute a written action in lieu
of a meeting of such other company on behalf of this corporation. At such
meeting, by such proxy or by such writing in lieu of meeting, the chief
executive officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities that the corporation
might have possessed and exercised if it had been present. The Board of
Directors may from time to time confer like powers upon any other person or
persons.
(b) Purchase and Sale of Securities. Unless otherwise ordered by the
Board of Directors, the chief executive officer shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or
encumber any and all securities of any other company owned by the
corporation and may execute and deliver such documents as may be necessary
to effectuate such purchase, sale, transfer or encumbrance. The Board of
Directors may from time to time confer like powers upon any other person or
persons.
8.5) Shareholder Agreements. In the event of any conflict or inconsistency
between these Bylaws, or any amendment thereto, and any shareholder control
agreement, whenever adopted, such shareholder control agreement shall govern.
ARTICLE 9.
MEETINGS
9.1) Waiver of Notice. Whenever any notice whatsoever is required to be
given by these Bylaws, the Articles of Incorporation or any of the laws of the
State of Minnesota, a
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waiver thereof given by the person or persons entitled to such notice, whether
before, at or after the time stated therein and either in writing, orally or by
attendance, shall be deemed equivalent to the actual required notice.
9.2) Telephone Meetings and Participation. A conference among directors by
any means of communication through which the directors may simultaneously hear
each other during the conference constitutes a Board meeting, if the same notice
is given of the conference as would be required for a meeting, and if the number
of directors participating in the conference would be sufficient to constitute a
quorum at a meeting. Participation in a meeting by that means constitutes
presence in person at the meeting. A director may participate in a Board meeting
not heretofore described in this paragraph, by any means of communication
through which the director, other directors so participating, and all directors
physically present at the meeting may simultaneously hear each other during the
meeting. Participation in a meeting by that means constitutes presence in person
at the meeting. The provisions of this section shall apply to committees and
members of committees to the same extent as they apply to the Board and
directors.
9.3) Authorization Without Meeting. Any action of the shareholders, the
Board of Directors, or any committee of the corporation which may be taken at a
meeting thereof, may be taken without a meeting if authorized by a writing
signed by all of holders of shares who would be entitled to vote on such action,
by all of the directors (unless less than unanimous action is permitted by the
Articles of Incorporation), or by all of the members of such committee, as the
case may be.
ARTICLE 10.
AMENDMENTS OF BYLAWS
10.1) Amendments. Unless the Articles of Incorporation provide otherwise,
these Bylaws may be altered, amended, added to or repealed by the affirmative
vote of a majority of the members of the Board of Directors. Such authority in
the Board of Directors is subject to the power of the shareholders to change or
repeal such Bylaws, and the Board of Directors shall not make or alter any
Bylaws fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies on the Board, or fixing the number of
directors or their classifications, qualifications or terms of office, but the
Board may adopt or amend a Bylaw to increase the number of directors.
The undersigned, /s/ Robert Tisdale, Secretary of Varsity Spirit Fashions &
Supplies, Inc., hereby certifies
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that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by
its first Board of Directors on June 29, 1983.
/s/ Robert Tisdale
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Secretary
Attest
/s/ Richard Horne
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President
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