EXHIBIT 3.02
AMENDED AND RESTATED
BY-LAWS
of
G+G RETAIL, INC.
(the "Corporation")
1. MEETINGS OF STOCKHOLDERS.
1.1 Annual Meeting. The annual meeting of stockholders shall be held on
such date and at such time as shall be designated from time to time by the board
of directors (the "Board") and stated in the notice of meeting.
1.2 Special Meetings. Special meetings of the stockholders may be called
by resolution of the Board or by the president and shall be called by the
president or secretary upon the written request (stating the purpose or purposes
of the meeting) of a majority of the directors then in office or by the holders
of 30% or more of the shares entitled to vote. Only business related to the
purposes set forth in the notice of the meeting may be transacted at a special
meeting.
1.3 Place and Time of Meetings. Meetings of the stockholders may be held
in or outside Delaware at the place and time specified by the Board or the
directors or stockholders requesting the meeting.
1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting
of stockholders shall be given to each stockholder entitled to vote at the
meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be
given, personally or by mail, not less than 10 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. If mailed, notice shall be considered
given when mailed to a stockholder at his address on the Corporation's records.
The attendance of any stockholder at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully called or convened,
shall constitute a waiver of notice by him.
1.5 Quorum. At any meeting of stockholders, the presence in person or by
proxy of the holders of a majority of the shares entitled to vote at such
meeting shall constitute a quorum for the transaction of any business. In the
absence of a quorum a majority in voting interest of those present or, if no
stockholders are present, any officer entitled to preside at or to act as
secretary of the meeting, may adjourn the meeting until a quorum is present. At
any adjourned
meeting at which a quorum is present any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, if adjournment is for more than
thirty days or if, after the adjournment, a new record date is fixed for the
meeting, notice of the adjourned meeting shall be given pursuant to Section 1.4.
1.6 Voting; Proxies. Each stockholder of record shall be entitled to one
vote for each share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these by-laws. Voting need not be by
written ballot unless requested by a stockholder at the meeting or ordered by
the chairman of the meeting. Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after three years from its date unless it provides otherwise.
1.7 List of Stockholders. Not less than 10 days prior to the date of any
meeting of stockholders, the secretary of the Corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.
1.8 Action by Consent Without a Meeting. Any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voting. Prompt notice of the taking of any such action shall be
given to those stockholders who did not consent in writing.
2. BOARD OF DIRECTORS.
2.1 Number, Qualification, Election and Term of Directors. The business of
the Corporation shall be managed by the Board, which shall consist of not less
than one and not more than five directors. The number of directors may be
changed by resolution of eighty percent (80%) of the entire Board or by the
stockholders, but no decrease may shorten the term of any incumbent director.
Directors shall be elected at each annual meeting of stockholders by a plurality
of the votes cast and shall hold office until the next annual meeting of
stockholders and
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until the election and qualification of their respective successors, subject to
the provisions of Section 2.10 of these by-laws. As used in these by-laws, the
term "entire Board" means the total number of directors which the Corporation
would have if there were no vacancies on the Board.
2.2 Pegasus Partners, L.P. and Pegasus Related Partners, L.P. Rights. So
long as each of Pegasus Partners, L.P. and Pegasus Related Partners, L.P.
(collectively, the "Pegasus Funds") owns any common stock of the Corporation,
directly or indirectly through one or more affiliates, it shall have the right
(i) exercisable by written notice to the Corporation and each of the other
stockholders, if any, to designate at least one member of the Board, (ii) to
consult with and advise management of the Corporation, (iii) to receive all
material provided to members of the Board, and (iv) to visit and inspect the
properties of the Corporation and each of its direct or indirect subsidiaries,
examine and copy their books of record and account, and discuss their affairs,
finances and accounts with their officers and independent public accountants,
all at such reasonable times as such Pegasus Fund may desire, and to have its
representative(s) meet with the senior management of the Corporation annually to
discuss the Corporation's operations and prospects. Each Pegasus Fund may at any
time direct that the person(s) designated by it to serve as a member of the
Board be removed, with or without cause. If the director(s) designated by either
Pegasus Fund dies, resigns or is removed by such Pegasus Fund, such Pegasus Fund
shall have the right to designate a successor(s).
2.3 Quorum and Manner of Acting. Eighty percent (80%) of the entire Board
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.11 of these by-laws. Action of the Board shall be
authorized by the vote of all of the directors present at the time of the vote
if there is a quorum, unless otherwise provided by law or these by-laws. In the
absence of a quorum a majority of the directors present may adjourn any meeting
from time to time until a quorum is present.
2.4 Place of Meetings. Meetings of the Board may be held in or outside
Delaware.
2.5 Annual and Regular Meetings. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.
2.6 Special Meetings. Special meetings of the Board may be called by the
president or by any of the directors. Only business related to the purposes set
forth in the notice of meeting may be transacted at a special meeting.
2.7 Notice of Meetings; Waiver of Notice. Notice of the time and place of
each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to
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him at his residence or usual place of business at least three days before the
meeting, or by delivering or telephoning or telegraphing it to him at least two
days before the meeting. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is called. Notice need not be given to
any director who submits a signed waiver of notice before or after the meeting
or who attends the meeting without protesting at the beginning of the meeting
the transaction of any business because the meeting was not lawfully called or
convened. Notice of any adjourned meeting need not be given, other than by
announcement at the meeting at which the adjournment is taken.
2.8 Board or Committee Action Without a Meeting. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.
2.9 Participation in Board or Committee Meetings by Conference Telephone.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.
2.10 Resignation and Removal of Directors. Any director may resign at any
time by delivering his resignation in writing to the president or secretary of
the Corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any or all of the directors may be removed at
any time, for cause, by vote of the stockholders.
2.11 Vacancies. In the event a vacancy occurs, a replacement director
shall be elected in accordance with Section 2.1 of these by-laws; provided,
however, that any vacancy in the Board created by an increase in the number of
directors, may be filled for the unexpired term by a majority vote of the
remaining directors, though less than a quorum.
2.12 Compensation. Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the Corporation, its affiliates or subsidiaries in other capacities.
3. COMMITTEES.
3.1 Executive Committee. The Board, by resolution adopted by eighty
percent (80%) of the entire Board, may designate an Executive Committee of one
or more directors which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution, section 141(c) of the Delaware
General Corporation Law, or any other applicable law. The
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members of the Executive Committee shall serve at the pleasure of the Board. All
action of the Executive Committee shall be reported to the Board at its next
meeting.
3.2 Other Committees. The Board, by resolution adopted by eighty percent
(80%) of the entire Board, may designate other committees of directors of one or
more directors, which shall serve at the Board's pleasure and have such powers
and duties as the Board determines.
3.3 Rules Applicable to Committees. The Board, by Resolution adopted by
eighty percent (80%) of the entire 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. In the absence or disqualification of
any member of a committee, the member or members present at a meeting of the
committee and not disqualified, whether or not a quorum, may unanimously appoint
another director to act at the meeting in place of the absent or disqualified
member. All action of a committee shall be reported to the Board at its next
meeting. Each committee shall adopt rules of procedure and shall meet as
provided by those rules or by resolutions of the Board.
4. OFFICERS.
4.1 Number; Security. The executive officers of the Corporation shall be
the chairman, the president, one or more vice presidents (including an executive
vice president, if the Board so determines), a secretary, a treasurer and such
other executive officers as the Board of Directors may determine. Any two or
more offices may be held by the same person, except the offices of president and
secretary. The Board may require any officer, agent or employee to give security
for the faithful performance of his duties.
4.2 Election; Term of Office. The executive officers of the Corporation
shall be elected annually by the Board, and each such officer shall hold office
until the next annual meeting of the Board and until the election of his
successor, subject to the provisions of Section 4.4.
4.3 Subordinate Officers. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.
4.4 Resignation and Removal of Officers. Any officer may resign at any
time by delivering his resignation in writing to the president or secretary of
the Corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any officer appointed by the Board or appointed
by an executive officer or by a committee may be removed by the Board either
with or without cause, and in the case of an officer appointed by an executive
officer or by a committee, by the officer or committee who appointed him or by
the president.
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4.5 Vacancies. A vacancy in any office may be filled for the unexpired
term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for
election or appointment to the office.
4.6 The Chairman. The chairman of the board shall be the chief executive
officer of the Corporation and shall preside at all meetings of the Board and of
the stockholders. Subject to the control of the Board, he shall have general
supervision over the business of the Corporation and shall have such other
powers and duties as chairmen of corporations usually have or as the Board
assigns to him.
4.7 The President. The president shall be the chief operating officer of
the Corporation. Subject to the control of the Board and the chairman of the
board, he shall have general supervision over the business of the Corporation
and shall have such other powers and duties as presidents of corporations
usually have or as the Board assigns to him.
4.8 Vice President. Each vice president shall have such powers and duties
as the Board, the chairman or the president assigns to him.
4.9 The Treasurer. The treasurer shall be the chief financial officer of
the Corporation and shall be in charge of the Corporation's books and accounts.
Subject to the control of the Board, he shall have such other powers and duties
as the Board, the chairman or the president assigns to him.
4.10 The Secretary. The secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board, the chairman or the president assigns to him. In
the absence of the secretary from any meeting, the minutes shall be kept by the
person appointed for that purpose by the presiding officer.
4.11 Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the chairman or the president to fix the salary of any other officer.
5. SHARES.
5.1 Certificates. The Corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the chairman, the president or a vice president and by the secretary or an
assistant secretary, or the treasurer or an assistant treasurer, and shall be
sealed with the Corporation's seal or a facsimile of the seal. Any or all of the
signatures on the certificate may be a facsimile.
5.2 Transfers. Shares shall be transferable only on the Corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory
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surety before issuing a new certificate to replace a certificate claimed to have
been lost or destroyed.
5.3 Determination of Stockholders of Record. The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date may not be more than 60 or less than 10 days
before the date of the meeting or more than 60 days before any other action.
6. MISCELLANEOUS.
6.1 Seal. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the Corporation's name and the year and state in
which it was incorporated.
6.2 Fiscal Year. The fiscal year of the Corporation shall be determined by
resolution of the Board.
6.3 Voting of Shares in Other Corporations. Shares in other corporations
which are held by the Corporation may be represented and voted by the Board, or
by a person appointed by resolution of eighty percent (80%) of the entire Board.
6.4 Amendments. Subject to the rights of any class or series of stock set
forth in the Certificate of Incorporation, these by-laws may be amended,
repealed or adopted by resolution of eighty percent (80%) of the entire Board.
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