Exhibit 3.19
WIDE OPEN PERFORMANCE WEAR, INC.
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Place and Time of Meetings. Meetings of shareholders shall be held at
such place, either within or without the Commonwealth of Virginia, and at such
time as may be provided in the notice of the meeting and approved by the Board
of Directors.
1.2 Annual Meeting. The annual meeting of shareholders shall be held on
the second Tuesday in October of each year or on such date as may be designated
by resolution of the Board of Directors from time to time for the purpose of
electing directors and conducting such other business as may properly come
before the meeting.
1.3 Special Meetings. Special meetings of the shareholders may be called
by the Board of Directors or by any two directors, and shall be called by the
Secretary upon demand of shareholders as required by law. Only business within
the purpose or purposes described in the notice for a special meeting of
shareholders may be conducted at the meeting.
1.4 Record Dates. The record date for determining shareholders entitled
to demand a special meeting is the date the first shareholder signs the demand
that the meeting be held.
Except as is provided in the preceding paragraph the Board of Directors may
fix, in advance, a record date to make a determination of shareholders for any
purpose, such date to be not more than 70 days before the meeting or action
requiring a determination of shareholders. If no such record date is set, then
the record date shall be the close of business on the day before the date on
which the first notice is given.
When a determination of shareholders entitled to notice of or to vote at
any meeting of shareholders has been made, such determination shall be effective
for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
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1.5 Notice of Meetings. Written notice stating the place, day and hour of
each meeting of shareholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be given not less than 10 nor
more than 60 days before the date of the meeting (except when a different time
is required in these Bylaws or by law) either personally or by mail, telephone,
telegraph, teletype, telecopy or other form of wire or wireless communication,
or by private courier, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be effective when deposited
in first class United States mail with postage thereon prepaid and addressed to
the shareholder at his address as it appears on the share transfer books of the
Corporation. If given in any other manner, such notice shall be deemed to be
effective (i) when given personally or by telephone, (ii) when sent by
telegraph, teletype, telecopy or other form of wire or wireless communication or
(iii) when given to a private courier to be delivered.
If a meeting is adjourned to a different date, time or place, notice need
not be given if the new date, time or place is announced at the meeting before
adjournment. However, if a new record date for an adjourned meeting is fixed,
notice of the adjourned meeting shall be given to shareholders as of the new
record date unless a court provides otherwise.
1.6 Waiver of Notice; Attendance at Meeting. A shareholder may waive any
notice required by law, the Articles of Incorporation or these Bylaws before or
after the date and time of the meeting that is the subject of such notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice
and be delivered to the Secretary for inclusion in the minutes or filing with
the corporate records.
A shareholder's attendance at a meeting (i) waives objection to lack of
notice or defective notice of the meeting unless the shareholder, at the
beginning of the meeting, objects to holding the meeting or transacting business
at the meeting and (ii) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice unless the shareholder objects to considering the matter when it
is presented.
1.7 Quorum and Voting Requirements. Unless otherwise required by law, a
majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any
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adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast favoring the action exceed
the votes cast opposing the action unless a greater number of affirmative votes
is required by law or by the Articles of Incorporation. Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. Less than a quorum may
adjourn a meeting.
1.8 Action Without Meeting. Action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting and without action by
the Board of Directors if the action is taken by all the shareholders entitled
to vote on the action. The action shall be evidenced by one or more written
consents describing the action taken, signed by all the shareholders entitled to
vote on the action and delivered to the Secretary for inclusion in the minutes
or filing with the corporate records. Action taken by unanimous consent shall
be effective according to its terms when all consents are in the possession of
the Corporation unless the consent specifies a different effective date, in
which event the action taken shall be effective as of the date specified therein
provided that the consent states the date of execution by each shareholder. A
shareholder may withdraw a consent only by delivering a written notice of
withdrawal to the Corporation prior to the time that all consents are in the
possession of the Corporation.
If not otherwise fixed pursuant to the provisions of Section 1.4, the
record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder signs the consent described in the
preceding paragraph.
ARTICLE II
DIRECTORS
2.1 General Powers. The Corporation shall have a Board of Directors. All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation managed under the direction of, its
Board of Directors, subject to any limitation set forth in the Articles of
Incorporation.
2.2 Number, Term and Election. The number of directors of the Corporation
shall be six. This number may be changed only by the shareholders pursuant to
Section 5.3 of these Bylaws. A decrease in number shall not
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shorten the term of any incumbent director. Each director shall hold office
until his death, resignation, retirement or removal or until his successor is
elected.
Except as provided in Section 2.3 of this Article, the directors (other
than initial directors) shall be elected by the holders of the Common Shares at
the annual meeting of shareholders and those persons who receive the greatest
number of votes shall be deemed elected even though they do not receive a
majority of the votes cast. No individual shall be named or elected as a
director without his prior consent.
2.3 Removal; Vacancies. The shareholders may remove one or more
directors, with or without cause, if the number of votes cast for such removal
constitutes a majority of the votes entitled to be cast at an election of
directors. A director may be removed by the shareholders only at a meeting
called for the purpose of removing him and the meeting notice must state that
the purpose, or one of the purposes of the meeting, is removal of the director.
Pursuant to Section 3.4 of the Articles of Incorporation, a vacancy on the
Board of Directors, including a vacancy resulting from the removal of a director
or an increase in the number of directors, may be filled only by the
shareholders and may, in the case of a resignation that will become effective at
a specified later date, be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.
2.4 Annual and Regular Meetings. An annual meeting of the Board of
Directors, which shall be considered a regular meeting, shall be held
immediately following each annual meeting of shareholders for the purpose of
electing officers and carrying on such other business as may properly come
before the meeting. The Board of Directors may also adopt a schedule of
additional meetings which shall be considered regular meetings. Regular
meetings shall be held at such times and at such places, within or without the
Commonwealth of Virginia, as the Chairman, the President or the Board of
Directors shall designate from time to time. If no place is designated, regular
meetings shall be held at the principal office of the Corporation.
2.5 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman, the President or a majority of the directors of the
Corporation and shall be held at such times and at such places, within or
without the Commonwealth of Virginia, as the person or persons calling the
meetings shall designate. If no such place is designated in the notice of a
meeting, it shall be held at the principal office of the Corporation.
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2.6 Notice of Meetings. No notice need be given of regular meetings of
the Board of Directors.
Notices of special meetings of the Board of Directors shall be given to
each director in person or delivered to his residence or business address (or
such other place as he may have directed in writing) not less than twenty-four
(24) hours before the meeting by mail, messenger, telecopy, telegraph, or other
means of written communication or by telephoning such notice to him. Any such
notice shall set forth the time and place of the meeting and state the purpose
for which it is called.
2.7 Waiver of Notice; Attendance at Meeting. A director may waive any
notice required by law, the Articles of Incorporation or these Bylaws before or
after the date and time stated in the notice and such waiver shall be equivalent
to the giving of such notice. Except as provided in the next paragraph of this
section, the waiver shall be in writing, signed by the director entitled to the
notice and filed with the minutes or corporate records.
A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director, at the beginning of
the meeting or promptly upon his arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
2.8 Quorum; Voting. Five directors shall constitute a quorum for the
transaction of business at a meeting of the Board of Directors. If a quorum is
present when a vote is taken, the affirmative vote of at least five of the
directors present is the act of the Board of Directors. A director who is
present at a meeting of the Board of Directors or a committee of the Board of
Directors when corporate action is taken is deemed to have assented to the
action taken unless (i) he objects, at the beginning of the meeting or promptly
upon his arrival, to holding it or transacting specified business at the meeting
or (ii) he votes against or abstains from the action taken.
2.9 Telephonic Meetings. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by or conduct the
meeting through the use of any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
2.10 Action Without Meeting. Action required or permitted to be taken at
a meeting of the Board of Directors may be taken without a meeting if the action
is taken by all members of the Board. The action shall be evidenced by one or
more written consents stating the action taken, signed by each director either
before or after the
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action is taken and included in the minutes or filed with the corporate records.
Action taken under this section shall be effective when the last director signs
the consent unless the consent specifies a different effective date, in which
event the action taken is effective as of the date specified therein, provided
the consent states the date of execution by each director.
2.11 Compensation. The Board of Directors may fix the compensation of
directors and may provide for the payment of all expenses incurred by them in
attending meetings of the Board of Directors.
ARTICLE III
OFFICERS
3.1 Officers. The officers of the Corporation shall be a Chairman of the
Board of Directors, a President, a Secretary/ Treasurer, and, in the discretion
of the Board of Directors, one or more Vice-Presidents and such other officers
as may be deemed necessary or advisable to carry on the business of the
Corporation. Any two or more offices may be held by the same person.
3.2 Election; Term. Officers shall be elected at the annual meeting of
the Board of Directors and may be elected at such other time or times as the
Board of Directors shall determine. They shall hold office, unless removed,
until the next annual meeting of the Board of Directors or until their
successors are elected. Any officer may resign at any time upon written notice
to the Board of Directors and such resignation shall be effective when notice is
delivered unless the notice specifies a later effective date.
3.3 Removal of Officers. The Board of Directors may remove any officer at
any time, with or without cause.
3.4 Duties of Officers. The President shall be the Chief Executive
Officer of the Corporation. He and the other officers shall have such powers
and duties as generally pertain to their respective offices as well as such
powers and duties as may be delegated to them from time to time by the Board of
Directors. The Chairman of the Board, if he is present, shall be chairman of
all meetings of the shareholders, the Board of Directors and any committee of
which he is a member.
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ARTICLE IV
SHARE CERTIFICATES
4.1 Form. Shares of the Corporation shall, when fully paid, be evidenced
by certificates containing such information as is required by law and approved
by the Board of Directors. Certificates shall be signed by the President and
the Secretary and may (but need not) be sealed with the seal of the Corporation.
The seal of the Corporation and any or all signatures on a share certificate may
be facsimile. If any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued it may be issued by the Corporation with the same effect
as if he were such officer on the date of issue. 4.2 Transfer. Subject to
any shareholder agreement to which the corporation is a party, the Board of
Directors may make rules and regulations concerning the issue, registration and
transfer of certificates representing the shares of the Corporation. Transfers
of shares and of the certificates representing such shares shall be made upon
the books of the Corporation by surrender of the certificates representing such
shares accompanied by written assignments given by the owners or their
attorneys-in-fact.
4.3 Restrictions on Transfer. A lawful restriction on the transfer or
registration of transfer of shares is valid and enforceable against the holder
or a transferee of the holder if the restriction complies with the requirements
of law and its existence is noted conspicuously on the front or back of the
certificate representing the shares. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.
4.4 Lost or Destroyed Share Certificates. The Corporation may issue a new
share certificate in the place of any certificate theretofore issued which is
alleged to have been lost or destroyed and may require the owner of such
certificate, or his legal representative, to give the Corporation a bond, with
or without surety, or such other agreement, undertaking or security as the Board
of Directors shall determine is appropriate, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction or the issuance of any such new certificate.
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ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Corporate Seal. The corporate seal of the Corporation shall be
circular and shall have inscribed thereon, within and around the circumference
"WIDE OPEN PERFORMANCE WEAR, INC." In the center shall be the word "SEAL".
5.2 Fiscal Year. The fiscal year of the Corporation shall be determined
in the discretion of the Board of Directors, but in the absence of any such
determination it shall be the Saturday, whether before or after December 31,
which is closest to December 31st of each year.
5.3 Amendments. Pursuant to Section 3.5 of the Articles of Incorporation,
these Bylaws may be amended or repealed, and new Bylaws may be made, only by the
affirmative vote of the holders of more than two-thirds of all the outstanding
Common Shares of the Corporation.
5.4 Shareholder Agreement Controlling. In the event of any inconsistency
between any provision of these Bylaws and any provision of the Shareholder
Agreement dated November 14, 1995, as the same may be amended from time to time,
among the Corporation and its shareholders (the "Shareholder Agreement"), the
provision of the Shareholder Agreement shall control.
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