Exhibit 3.14
BY-LAWS
OF
CLAIRE'S PUERTO RICO CORP.
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the stockholders of
the Corporation shall be held at such place either within or without the State
of Delaware as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of stockholders
shall be held, at a date, time and place fixed by the Board of Directors and
stated in the notice of meeting, to elect a Board of Directors and to transact
such other business may properly come before the meeting. Special meetings of
the as stockholders may be called by the President for any purpose and shall be
called by the President or Secretary if directed by the Board of Directors or
requested in writing by the holders of not less than 25% of the capital stock of
the Corporation. Each such stockholder request shall state the purpose of the
proposed meeting.
Section 3. Notice. Except as otherwise provided by law, at least 10 and
not more than 60 days before each meeting of stockholders, written notice of the
time, date and place of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder.
Section 4. Quorum. At any meeting of stockholders, the holders of record,
present in person or by proxy, of a majority of the Corporations issued and
outstanding capital stock shall constitute a quorum for the transaction of
business, except as otherwise provided by law. In the absence of a quorum, any
officer entitled to preside at or to act as secretary of the meeting shall have
power to adjourn the meeting from time to time until a quorum is present.
Section 5. Voting. Except as otherwise provided by law, all matters
submitted to a meeting of stockholders shall be decided by vote of the holders
of record of a majority of the corporations issued and outstanding capital stock
present in person or by proxy and entitled to vote.
Section 6. Action in Lieu of a Meeting. Whenever the vote of stockholders
at a meeting is required or permitted in connection with any corporate action,
the meeting and vote may be dispensed with if the action taken has the written
consent of the holders of shares having at least the minimum number of votes
required to authorize the action at a meeting at which all shares entitled to
vote were present and voted.
ARTICLE II
DIRECTORS
Section 1. Number, Election and Removal of Directors. The number of
Directors that shall constitute the Board of Directors shall be not less than
one nor more than fifteen. The first Board of Directors shall consist of that
number of Directors that is equal to the number of Directors named by the Sole
Incorporator in his Statement of Organization. Thereafter, within the limits
specified above, the number of Directors shall be determined by the Board of
Directors or by the stockholders. The Directors shall be elected by the
stockholders at their annual meeting. Vacancies and newly created directorships
resulting from any increase in the number of Directors may be filled by a
majority of the Directors then in office, although less than a quorum, or by the
sole remaining Director or by the stockholders. A Director may be removed with
or without cause by the stockholders.
Section 2. Meetings. Regular meetings of the Board of Directors may be
held at such times and places as may from time to time be fixed by the Board of
Directors or as may be specified in a notice of meeting. Special meetings of the
Board of Directors may be held at any time upon the call of the President and
shall be called by the Directors. Telegraphic or written notice of each special
meeting of the Board of Directors shall be sent to each Director not less than
two days before such meeting. A meeting of the Board of Directors may be held
without notice immediately after the annual meeting of the stockholders. Notice
need not be given of regular meetings of the board of Directors.
Section 3. Quorum. A majority of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation, these By-Laws or any
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.
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Section 4. Committees of Directors. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
committees, including without limitation an committee, including without
limitation an Executive committee, to have and exercise such power and authority
as the Board of Directors shall specify. In the absence or disqualification of a
member of a 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 place of any such
absent or disqualified member.
Section 5. Action in Lieu of a Meeting. Any action of the Board of
Directors may be taken without a meeting if written consent to the action signed
by all members of the Board of Directors is filed with the minutes of the Board
of Directors.
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer (any or all of which offices may or may not be filled at any given
time at the discretion of the Board of Directors) and such other additional
officers with such titles as the Board of Directors shall determine, all of whom
shall be chosen by and shall serve at the pleasure of the Board of Directors.
Such officers shall have the usual powers and shall perform all the usual duties
incident to their respective offices. All officers shall be subject to the
supervision and direction of the Board of Directors. The authority, duties or
responsibilities of any officer of the Corporation may be suspended, with or
without cause, by the chief executive officer of the Corporation, who shall be
the President unless otherwise determined by the Board of Directors. Any officer
elected or appointed by the Board of Directors may be removed by the Board of
Directors with or without cause.
ARTICLE IV
INDEMNIFICATION
To the fullest extent permitted by the Delaware General Corporation Law,
the Corporation shall indemnify any current or former Director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding brought by or in the right of the Corporation or otherwise, to which
he was or is
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a party or is threatened to be made a party by reason of his current or former
position with the Corporation or by reason of the fact that he is or was
serving, at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notices. Whenever any statute, the Certificate of Incorporation
or these By-Laws require notice to be given to any Director or stockholder, such
notice may be given in writing my mail, addressed to such Director or
stockholder at this address as it appears on the records of the Corporation,
with postage thereon prepaid. Such notice shall be deemed to have been given
when it is deposited in the United States mail. Notice to Directors may also be
given by telegram.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed
by the Board of Directors.
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