EXHIBIT 3.14
AMENDMENT TO BY-LAWS
OF AUTHENTIC FITNESS ON-LINE, INC.
adopted by the Board of Authentic Fitness On-Line, Inc. as of July 9th, 2003
Article VIII of the By-laws of the Corporation is amended to read in
its entirety as follows:
ARTICLE VIII
OFFICERS
Section 1 The officers of the corporation shall be
chosen by the board of directors and shall be a president, secretary
and treasurer. Any person may hold two or more offices.
Section 2 The board of directors may elect a chief
executive officer. If the board of directors has not elected a chief
executive officer but has elected a chairman of the board of directors,
the chairman of the board of directors shall serve concurrently as the
chief executive officer. The president will report to the chief
executive officer.
Section 3 The board of directors at its first meeting
after each annual meeting of stockholders, or at any special meeting
called for that purpose, shall choose a president, secretary and
treasurer, none of whom need be a member of the board.
Section 4 In addition to a chief executive officer,
from time to time the board of directors may appoint such other
officers, including vice presidents, assistant secretaries and
assistant treasurers, as it shall deem necessary or advisable, which
officers shall hold office at the pleasure of the board and shall have
such powers and duties as may be determined from time to time by the
board.
Section 5 The salaries and other compensation of all
officers and agents of the corporation shall be fixed by the board of
directors.
Section 6 The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors.
Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the board of
directors.
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Section 7 The chief executive officer, if any, shall
be the highest ranking officer of the corporation, shall (in the
absence of a chairman of the board) preside at all meetings of the
stockholders and the board of directors, shall have general and active
management and control of the business of the corporation, and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 8 The president, subject to the supervision
and control of the board of directors and the chief executive officer,
if any, shall in general actively supervise the business and affairs of
the corporation. In the absence or disability of the chief executive
officer, the president shall perform the duties and exercise the powers
of the chief executive officer. The president shall execute bonds,
mortgages, and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other
officer or agent of the corporation. The president shall perform such
other duties and have such other powers as the board of directors or
the chief executive officer, if any, may from time to time prescribe.
Section 9 The vice president shall, in the absence or
disability of the president, perform the duties and exercise the powers
of the president and shall perform such other duties as the board of
directors may from time to time prescribe. If there is more than one
vice president, they shall act in the order designated by the board of
directors or, in the absence of such designation, in the order
designated by the president.
Section 10 The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and record
all the proceedings of such meetings in a book to be kept for that
purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notices of all meetings
of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall
keep in safe custody the seal of the corporation and, when authorized
by the board of directors, affix the seal to any instrument requiring
it and, when so affixed, it shall be attested by his signature or by
the signature of the treasurer or an assistant secretary. The secretary
shall be custodian of the record books, transfer books and stock
ledgers, and such other books and papers as the board of directors or
appropriate committee may direct.
Section 11 An assistant secretary shall, at the
request of the secretary or in the absence or disability of the
secretary, perform all the duties of the secretary. He shall perform
the duties and exercise the
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powers as the board of directors or the secretary may from time to time
prescribe.
Section 11 Treasurer: The treasurer shall have the
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to
the corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories
as may be designated by the board of directors. He shall disburse the
funds of the corporation as may be ordered by the board of directors
taking proper vouchers for such disbursements, and shall render to the
president and the board of directors, at the regular meetings of the
board, or when the board of directors so requires, an account of all
his transactions treasurer and of the financial condition of the
corporation. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the corporation. If a chief financial officer of the corporation has
not been appointed, the treasurer may be deemed the chief financial
officer of the corporation.
Section 12 Assistant Treasurers: An assistant
treasurer shall, at the request of the treasurer or in the absence or
disability of the treasurer, perform all the duties of the treasurer.
He shall perform the duties and exercise the powers as the board of
directors or the treasurer may from time to time prescribe. If required
by the board of directors, an assistant treasurer shall give the
corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the corporation.
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