AMENDMENTS TO THE BYLAWS OF
RAWLINGS SPORTING GOODS COMPANY, INC.
On October 24, 1996, the Board of Directors of Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Corporation") adopted the following resolutions which amended
the Bylaws of the Corporation:
RESOLVED, that the Bylaws of the Corporation are
hereby amended by inserting the following new Section
2.11 immediately after the present Section 2.10:
SECTION 2.11. CONDUCT OF MEETINGS. The
date and time of the opening and the closing
of the polls for each matter upon which the
stockholders will vote at a meeting shall be
announced at the meeting by the person
presiding over the meeting. The Board of
Directors of the Corporation may, to the
extent not prohibited by law, adopt by
resolution such rules and regulations for the
conduct of the meetings or any meeting of
stockholders as it shall deem appropriate.
Except to the extent inconsistent with such
rules and regulations, the chairman of the
meeting of stockholders may prescribe such
rules, regulations and procedures and do all
such acts as, in the judgment of such
chairman, are appropriate for the proper
conduct of the meeting. Such rules,
regulations or procedures, whether adopted by
the Board of Directors or prescribed by the
chairman of the meeting, may, to the extent
not prohibited by law, include, without
limitation, the following: (i) the
establishment of an agenda for the meeting;
(ii) the maintenance of order at the meeting;
(iii) limitations on attendance at or
participation in the meeting to stockholders
of record of the Corporation, their duly
authorized proxies and such other persons as
shall be determined by the chairman of the
meeting or the Board of Directors; (iv)
restrictions on entry to the meeting after a
specified time; (v) limitations on the time
allotted to questions or comments by
participants, and (vi) the matters addressed
by Section 3.03(c). Unless otherwise
determined by the Board of Directors or the
chairman of the meeting, meetings of
stockholders shall not be required to be held
in accordance with any rules of parliamentary
procedure.
Unless otherwise determined by
the Board of Directors, the chairman of the
meeting shall be the Chairman of the Board of
Directors.
* * *
WHEREAS, the Board of Directors of the Corporation
desire to amend the Bylaws of the Corporation with
respect to the advance notification requirements
pertaining to matters brought before an annual meeting
of stockholders by the stockholders of the Corporation;
and
WHEREAS, the Board of Directors believe that an
amendment to the Bylaws of this nature should not
become effective until after proper notice thereof is
provided to the stockholders of the Corporation, which
notice will be provided in the proxy statement for the
Annual Meeting of Stockholders to be held on January
16, 1997,
NOW, THEREFORE, BE IT RESOLVED, that effective
upon the adjournment of the Annual Meeting of
Stockholders to be held January 16, 1997, that the
Bylaws of the Corporation are hereby amended by (i)
deleting the second paragraph of present Section 3.02
in its entirety and (ii) deleting the section heading
of present Section 3.02 in its entirety and
substituting in lieu thereof the following section
heading:
SECTION 3.02. NUMBER, QUALIFICATIONS
AND TERM OF OFFICE.
FURTHER RESOLVED, that effective upon the
adjournment of the Annual Meeting of Stockholders to be
held January 16, 1997, the Bylaws of the Corporation
are hereby amended by inserting the following new
Section 3.03 immediately after the present Section 3.02
and by appropriately renumbering the sections currently
designated as Sections 3.03 through 3.14:
SECTION 3.03. NOMINATION OF DIRECTORS AND
PRESENTATION OF BUSINESS AT ANNUAL STOCKHOLDER
MEETINGS.
(a) Nominations of persons for
election to the Board of Directors and the
proposal of business to be considered by the
stockholders may be made at an annual
meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors,
or (iii) by any stockholder who was a
stockholder of record at the time of the
giving of notice provided for in this Section
3.03, who is entitled to vote thereon at the
meeting and who complied with the notice
procedures set forth in this Section 3.03.
(b) For nominations or other
business to be properly brought before an
annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a) of this Section
3.03, the stockholder must have given timely
notice thereof in writing to the Secretary of
the Corporation. To be timely, a
stockholder's notice shall be delivered to
the Secretary at the principal executive
offices of the Corporation not less than
sixty (60) days prior to the first
anniversary of the preceding year's annual
meeting; PROVIDED, that in the event that the
date of the annual meeting is advanced by
more than thirty (30) days or delayed by more
than sixty (60) days from such anniversary
date, notice by the stockholder to be timely
must be so delivered not later than the close
of business on the later of (i) the 60th day
prior to such annual meeting, or (ii) the
10th day following the date on which public
announcement of the date of such meeting is
first made. Such stockholder's notice shall
set forth as to each person whom the
stockholder proposes to nominate for election
or reelection as a director: (i) the name
and address of the stockholder who intends to
make the nomination and of the person or
persons to be nominated; (ii) a
representation that such stockholder is a
holder of record of stock of the Corporation
entitled to vote in the election of directors
at such meeting and intends to appear in
person or by proxy at the meeting to nominate
the person or persons specified in the
notice; (iii) the name and address of such
stockholder, as it appears on the
Corporation's books, and of the beneficial
owner (as such term is defined in 17 C.F.R.
Section 240.13d-3 ("Rule 13d-3") under the
Securities Exchange Act of 1934 ("Exchange
Act")), if any, on whose behalf the
nomination is made; (iv) the class and number
of shares of the Corporation which are owned
beneficially (as such term is defined in
Rule 13d-3 under the Exchange Act) and of
record by the nominating stockholder and each
nominee proposed by such stockholder; (v) a
description of all arrangements or
understandings between the stockholder and
each nominee and any other person (naming
such persons) pursuant to which the
nomination or nominations are to be made by
the stockholder; (vi) such other information
regarding each nominee proposed by such
stockholder as would have been required to be
included in a proxy statement filed pursuant
to 17 C.F.R. Section 240.14a-1 ET SEQ.
("Regulation 14A") as then in effect under
the Exchange Act had the nominee been
nominated, or intended to be nominated, by
the Board of Directors; and (vii) the consent
of each nominee to serve as a director of the
Corporation if so elected. As to any other
business that the stockholder proposes to
bring before the meeting, a stockholder's
notice to the Secretary shall set forth as to
each matter: (i) a brief description of the
business desired to be brought before the
annual meeting; (ii) a representation that
such stockholder is a holder of record of
stock entitled to vote on the business
proposed by such stockholder and intends to
appear in person or by proxy at the meeting
to present the proposed business to be
brought before the meeting; (iii) the name
and address of the stockholder proposing such
business, as it appears on the Corporation's
books, and of the beneficial owner (as such
term is defined in Rule 13d-3 under the
Exchange Act), if any, on whose behalf the
business is proposed; (iv) the class and
number of shares of the Corporation which are
owned beneficially (as such term is defined
in Rule 13d-3 under the Exchange Act) and of
record by the stockholder; (v) the reason for
conducting such business at the meeting and
any material interest of the stockholder or
such beneficial owner in such business; and
(vi) all other information with respect to
each such matter as would have been required
to be included in a proxy statement filed
pursuant to Regulation 14A as then in effect
under the Exchange Act had proxies been
solicited by the Board of Directors with
respect thereto. Notwithstanding anything in
this paragraph (b) to the contrary, in the
event that the number of directors to be
elected to the Board of Directors is
increased and there is no public announcement
naming
all of the nominees for director or
specifying the size of the increased Board of
Directors made by the Corporation at least
seventy (70) days prior to the first
anniversary of the preceding year's annual
meeting, a stockholder's notice shall also be
considered timely, but only with respect to
nominees for any new positions created by
such increase, if it shall be delivered to
the Secretary at the principal executive
offices of the Corporation not later than the
close of business on the 10th day following
the day on which such public announcement is
first made by the Corporation.
(c) Only such persons who are
nominated in accordance with the procedures
set forth in this Section 3.03 shall be
eligible to serve as directors, and only such
business shall be conducted at an annual
meeting of stockholders as shall have been
brought before the meeting in accordance with
the procedures set forth in this Section
3.03. The chairman of the meeting of
stockholders shall have the power and duty to
determine whether a nomination or any
business proposed to be brought before the
meeting was made in accordance with the
procedures set forth in this Section 3.03
and, if any proposed nomination or business
is not in compliance with this Section 3.03,
to declare that such defective nominations or
proposal shall be disregarded.
(d) For purposes of this Section 3.03,
"public announcement" shall mean disclosure
in a press release reported by the Dow Jones
News Service, Associated Press or comparable
national news service or in a document
publicly filed by the Corporation with the
Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange
Act.
(e) Notwithstanding the foregoing
provisions of this Section 3.03, (i) if any
class or series of stock has the right,
voting separately by class or series, to
elect directors at an annual or special
meeting of stockholders, such directors shall
be nominated and elected pursuant to the
terms of such class or series of stock; and
(ii) a stockholder shall also comply with all
applicable
requirements of the Exchange Act
and the rules and regulations thereunder with
respect to the matters set forth in this
Section 3.03. To the extent this Section
3.03 shall be deemed by the Board of
Directors or the Securities and Exchange
Commission, or adjudged by a court of
competent jurisdiction, to be inconsistent
with the rights of shareholders to request
inclusion of a proposal in the Corporation's
proxy statement pursuant to 17 C.F.R. Section
240.14a-8 ("Rule 14a-8") under the Exchange
Act, such rule shall prevail.
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