EXHIBIT 3.9
BY-LAWS
OF
NINE WEST FOOTWEAR CORPORATION
ADOPTED
AS OF MAY 23, 1995
TABLE OF CONTENTS
Page
----
ARTICLE 1 - REGISTERED AND OTHER OFFICES ....................................... 1
SECTION 1.01. REGISTERED OFFICE ............................................ 1
SECTION 1.02. OTHER OFFICES ................................................ 1
ARTICLE 2 - MEETINGS OF STOCKHOLDERS ........................................... 1
SECTION 2.01. ANNUAL MEETINGS .............................................. 1
SECTION 2.02. SPECIAL MEETINGS ............................................ 1
SECTION 2.03. NOTICE OF MEETINGS 2
SECTION 2.04. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS ............... 2
SECTION 2.05. QUORUM ....................................................... 4
SECTION 2.06. VOTING ....................................................... 4
SECTION 2.07. STOCKHOLDER LIST ............................................. 4
SECTION 2.08. BUSINESS TRANSACTED .......................................... 5
ARTICLE 3 - DIRECTORS .......................................................... 5
SECTION 3.01. POWERS ....................................................... 5
SECTION 3.02. NUMBER AND TERM .............................................. 5
SECTION 3.03. RESIGNATIONS ................................................ 5
SECTION 3.04. VACANCIES .................................................... 5
SECTION 3.05. REMOVAL ..................................................... 5
SECTION 3.06. MEETINGS; PLACE AND TIME ..................................... 6
SECTION 3.07. REGULAR ANNUAL MEETING ....................................... 6
SECTION 3.08. OTHER REGULAR MEETINGS ....................................... 6
SECTION 3.09. SPECIAL MEETINGS; NOTICE ..................................... 6
SECTION 3.10. QUORUM ....................................................... 6
SECTION 3.11. ACTION WITHOUT MEETING ....................................... 6
SECTION 3.12. TELEPHONE MEETINGS ........................................... 6
SECTION 3.13. COMMITTEES OF DIRECTORS ...................................... 7
SECTION 3.14. COMPENSATION OF DIRECTORS .................................... 7
ARTICLE 4 - OFFICERS ........................................................... 7
SECTION 4.01. OFFICERS ..................................................... 7
SECTION 4.02. OTHER OFFICERS AND AGENTS .................................... 7
SECTION 4.03. CHAIRMAN ..................................................... 7
SECTION 4.04. CHIEF EXECUTIVE OFFICER ...................................... 8
SECTION 4.05. PRESIDENT .................................................... 8
SECTION 4.06. VICE-PRESIDENT/CHIEF FINANCIAL OFFICER ....................... 8
SECTION 4.07. VICE-PRESIDENTS .............................................. 8
SECTION 4.08. TREASURER .................................................... 8
SECTION 4.09. SECRETARY .................................................... 9
SECTION 4.10. ASSISTANT TREASURERS & ASSISTANT SECRETARIES ................. 9
SECTION 4.11. REMOVAL; RESIGNATIONS; VACANCIES ............................. 9
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ARTICLE 5 - MISCELLANEOUS ...................................................... 9
SECTION 5.01. CERTIFICATES OF STOCK ........................................ 9
SECTION 5.02. LOST CERTIFICATES ............................................ 10
SECTION 5.03. TRANSFER OF SHARES ........................................... 10
SECTION 5.04. STOCKHOLDERS RECORD DATE .................................... 10
SECTION 5.05. REGISTERED STOCKHOLDERS ..................................... 10
SECTION 5.06. FRACTIONAL SHARES ........................................... 11
SECTION 5.07. DIVIDENDS ................................................... 11
SECTION 5.08. SEAL ........................................................ 11
SECTION 5.09. FISCAL YEAR ................................................. 11
SECTION 5.10. CHECKS ...................................................... 11
SECTION 5 11. NOTICE AND WAIVER OF NOTICE ................................. 11
SECTION 5.12. INDEMNIFICATION ............................................. 12
ARTICLE 6 - AMENDMENTS ......................................................... 13
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BY-LAWS
OF
NINE WEST FOOTWEAR CORPORATION
ARTICLE 1 - REGISTERED AND OTHER OFFICES
SECTION 1.01. REGISTERED OFFICE. The registered office shall be
established and maintained at 1013 Centre Road, Wilmington, Delaware 19805, in
the County of New Castle.
SECTION 1.02. OTHER OFFICES. Nine West Footwear Corporation (the
"Corporation") may have other offices, either within or without the State of
Delaware, at such place or places as the Board of Directors (the "Board") may
from time to time determine or the business of the Corporation may require.
ARTICLE 2 - MEETINGS OF STOCKHOLDERS
SECTION 2.01. ANNUAL MEETINGS. All annual meetings of the stockholders
shall be held at such place, either within or without the State of Delaware, and
at such time and date as the Board, by resolution, shall determine and as set
forth in the notice of the meeting. In the event the Board fails to so determine
the place, date and time of meeting, the annual meeting of stockholders shall be
held at the principal executive office of the Corporation on the third Tuesday
in May. If the date of the annual meeting shall fall upon a legal holiday at the
place of the meeting, the meeting shall be held at the same place and hour on
the next succeeding full business day. At the meeting, directors shall be
elected and any other proper business may be transacted.
SECTION 2.02. SPECIAL MEETINGS. Except as otherwise required by law or by
the Certificate of Incorporation and subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board or the Chief
Executive Officer of the Corporation. A special meeting of stockholders shall be
called by the Chairman or the Chief Executive Officer at the request in writing
of a majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting. Stockholders are not permitted to call a
special meeting of stockholders, or to require that the Chairman of the Board or
the Chief Executive Officer call such a special meeting, or to require that the
Board request the calling of such a special meeting. Special meetings of the
stockholders may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
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SECTION 2.03. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of any annual or special meeting, and the general nature of the
business to be considered at such meeting, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the records of the
Corporation, not less than 10 nor more than 60 days before the date of the
meeting.
SECTION 2.04. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS. (A) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's notice of meeting delivered pursuant to Section 2.03 of
these By-laws, (b) by or at the direction of the Chairman, the Chief Executive
Officer or the Board of Directors or (c) by any stockholder of the Corporation
who is entitled to vote at the meeting, who has complied with the notice
procedures set forth in clauses (2) and (3) of this paragraph (A) and this
By-law and who was a stockholder of record on the record date for the meeting.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this By-law, 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 70 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 20 days, or delayed by
more than 70 days, from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
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(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation 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 80
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-law 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.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.03 of these By-laws. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Chairman, the Chief Executive Officer or the Board of
Directors or (b) by any stockholder of the Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this By-law
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special meeting of
stockholders if the stockholder's notice as required by paragraph (A)(2) of this
By-law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 90th day prior to such special meeting and
not later than the close of business on the later of the 70th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.
(C) General. (1) Only persons who are nominated in accordance with the
procedures set forth in this By-law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-law. Except as otherwise provided by law, the Amended and Restated
Certificate of Incorporation or these By-laws, the Chairman or Chief Executive
Officer 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 By-law and, if any proposed nomination or
business is not in compliance with this By-law, to declare that such defective
proposal or nomination shall be disregarded.
(2) For purposes of this By-law, "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 Section 13,
14 or 15(d) of the Exchange Act.
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(3) Notwithstanding the foregoing provisions of this By-law, 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
By-law. Nothing in this By-law shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
SECTION 2.05. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the presence, in person or by
proxy, of stockholders holding a majority in interest of the stock of the
Corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority
in interest of the stockholders present in person or by proxy and entitled to
vote thereat, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
stock entitled to vote shall be present at an adjourned meeting. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. Unless a new record date is fixed, only
those stockholders entitled to vote at the meeting as originally noticed shall
be entitled to vote at any adjournment or adjournments thereof. However, if the
adjournment is for more than 30 days, or if after adjournment a new record date
is fixed, a notice of the adjournment meeting shall be given to each stockholder
of record entitled to vote at the meeting.
SECTION 2.06. VOTING. Except as otherwise provided in the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation, each
stockholder shall be entitled to one vote, in person or by proxy, for each share
of stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of the stockholders, in his discretion, may require that
any votes cast at such meeting shall be cast by written ballot. All elections
for directors and all other questions shall be decided by majority vote except
as otherwise provided by the Certificate of Incorporation or the laws of the
State of Delaware.
SECTION 2.07. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetically-organized list of the
stockholders entitled to vote at the ensuing meeting, their respective addresses
and their respective holdings of stock. This list shall be available for the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be available for
inspection at the meeting.
SECTION 2.08. BUSINESS TRANSACTED. No business other than that stated in
the notice shall be transacted at any meeting without the unanimous consent of
all of
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the stockholders entitled to vote thereat.
ARTICLE 3 - DIRECTORS
SECTION 3.01. POWERS. The business of the Corporation shall be managed by
or under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws specifically reserved to
the stockholders.
SECTION 3.02. NUMBER AND TERM. The number of directors constituting the
entire Board shall be not less than three nor more than fifteen as fixed from
time to time by vote of a majority of the entire Board, provided, however, that
the number of directors shall not be reduced so as to shorten the term of any
director at the time in office.
SECTION 3.03. RESIGNATIONS. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the Chairman, Chief Executive Officer or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
otherwise specified therein.
SECTION 3.04. VACANCIES. Newly created directorships resulting from any
increase in the authorized number of directors and vacancies in the office of
any director or member of a committee may be filled by a majority of the
remaining directors in office, though less than a quorum, by a majority vote,
and the directors or members so chosen shall hold office until their successors
are duly elected and shall qualify, unless sooner removed.
SECTION 3.05. REMOVAL. Except as otherwise provided in the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation,
any director may be removed at any time with cause upon the affirmative vote of
the holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of such director, cast at a special meeting of
stockholders called for that purpose. Any vacancy in the Board of Directors
caused by any such removal may be filled at such meeting by the stockholders
entitled to vote for the director so removed. If such stockholders do not fill
such vacancy at such meeting, such vacancy may be filled by a majority of the
remaining directors in office, though less than a quorum, by a majority vote,
and the directors or members so chosen shall hold office until their successors
are duly elected and shall qualify, unless sooner removed. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the provisions of
this Section shall not apply with respect to the director or directors elected
by such holders of Preferred Stock.
SECTION 3.06. MEETINGS; PLACE AND TIME. The Board may hold meetings, both
regular and special, either within or without the State of Delaware, as it may
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from time to time determine.
SECTION 3.07. REGULAR ANNUAL MEETING. A regular annual meeting of the
Board shall be held immediately following the annual meeting of stockholders at
the same place or at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum of such Board shall be present.
SECTION 3.08. OTHER REGULAR MEETINGS. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 3.09. SPECIAL MEETINGS; NOTICE. Special meetings of the Board may
be called by the Chairman of the Board or the Chief Executive Officer of the
Corporation. Special meetings of the Board may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting. Special meetings shall be called on at least five days' notice to each
director, either personally or by mail, telecopy, telex, telegram or cable.
Notice of a meeting need not be given to any director who submits a waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
SECTION 3.10. QUORUM. At all meetings of the Board, a majority of the
directors shall constitute a quorum for the transaction of business and 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, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 3.1l. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
SECTION 3.12. TELEPHONE MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
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SECTION 3.13. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. Each
such committee shall be terminated by the Board at such time as the Board may
determine.
SECTION 3.14. COMPENSATION OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, the Board shall have the
authority to fix the compensation of directors. By resolution of the Board, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board and may be paid a fixed sum for attendance at each meeting of the
Board or a stated salary as director. Nothing herein contained shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation.
ARTICLE 4 - OFFICERS
SECTION 4.01. OFFICERS. The officers of the Corporation shall be a
Chairman, a Chief Executive Officer, a President, a Vice-President/Chief
Financial Officer, a Treasurer and a Secretary, shall be elected by the Board,
and shall hold office until their successors are duly elected and qualified,
unless such officers resign or are removed prior thereto. In addition, the Board
may elect one or more Vice-Presidents and such Assistant Secretaries and
Assistant Treasurers as it may deem proper. None of the officers of the
Corporation need be stockholders. The officers shall be elected at the first
meeting of the Board after each annual meeting of the stockholders. More than
two offices may be held by the same person, except that the office of Secretary
may not be held by a person then holding the office of Chairman, Chief Executive
Officer or President, unless the Certificate of Incorporation or these By-laws
otherwise provide.
SECTION 4.02. OTHER OFFICERS AND AGENTS. The Board may appoint such
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board.
SECTION 4.03. CHAIRMAN. The Chairman will preside at all meetings of
the Board of Directors. He shall be primarily responsible on a day to day basis
for long range corporate strategy, long range financial planning and the review
and evaluation of potential mergers and acquisitions. He shall carry out such
high level special projects as may be initiated by him or requested from time to
time by the Board of Directors. The heads of the Corporation's divisions shall
report to him with respect to the foregoing matters. The Chairman shall consult
regularly with the Chief Executive Officer and keep him fully apprised with
respect to all matters as to which the Chairman has primary day to day
responsibilities.
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SECTION 4.04. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall preside at meetings of the Board of Directors in the absence of the
Chairman. He shall be primarily responsible on a day to day basis for the
conduct of the Corporation's divisions including supervising the design,
manufacture, marketing and distribution of the Corporation's products and
coordinating planning between the Corporation's factories and its divisions. The
heads of the Corporation's divisions shall report to him with respect to the
foregoing matters. The Chief Executive Officer shall consult regularly with the
Chairman and keep him fully apprised with respect to all matters as to which the
Chief Executive Officer has primary day to day responsibilities.
SECTION 4.05. PRESIDENT. The President shall report to the Chairman
and the Chief Executive Officer. He shall have responsibility for those matters
not expressly assigned to the Chairman or the Chief Executive Officer, and for
such other matters as are expressly assigned to him by the Chairman and/or the
Chief Executive Officer.
SECTION 4.06. VICE-PRESIDENT/CHIEF FINANCIAL OFFICER. The
Vice-President/Chief Financial Officer shall report to the Chairman and the
Chief Executive Officer. He shall, under the supervision of the Chief Executive
Officer, have responsibility for budgets, bank relationships, accounting
procedures, customer credit policies, management information systems, legal
affairs, personnel affairs and inventory control. The heads of the Corporation's
divisions shall report to him with respect to the foregoing administrative and
financial matters.
SECTION 4.07. VICE-PRESIDENTS. If a Vice-President be elected, he
shall have such powers and shall perform such duties as shall be assigned to him
by the Board of Directors.
SECTION 4.08. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, the Chairman, the Chief Executive Officer or the
Vice-President/Chief Financial Officer taking proper vouchers for such
disbursements. He shall render to the Chairman, the Chief Executive Officer and
Board at the regular meetings of the Board, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board, he shall give the Corporation a bond
for the faithful performance of his duties in such amount and with such surety
as the Board shall prescribe.
SECTION 4.09. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by
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law or by these By-laws. In case of his absence or refusal or neglect so to do,
any such notice may be given by any person thereunto directed by the Chairman,
Chief Executive Officer, the Board or the stockholders, upon whose requisition
the meeting is called. The Secretary shall record all the proceedings of the
meetings of the Corporation and of the Board in a book to be kept for that
purpose. He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, shall cause it or a facsimile thereof to be impressed
on, affixed to, or otherwise reproduced on any instrument requiring it, and when
so affixed, impressed, or reproduced, it shall be attested by his signature or
by the signature of an Assistant Secretary.
SECTION 4.10. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. If an
Assistant Treasurer or Assistant Secretary be elected, he shall have such powers
and shall perform such duties as shall be assigned to him by the Board.
SECTION 4.1l. REMOVAL; RESIGNATIONS; VACANCIES. Any officer elected
or appointed by the Board, other than the Chairman or the Chief Executive
Officer, may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the Board. Any officer may resign at any time.
Such resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman, Chief Executive Officer or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless otherwise
specified therein. Any vacancy occurring in any office of the Corporation may be
filled by the Board.
ARTICLE 5 - MISCELLANEOUS
SECTION 5.01. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman, the President, the Vice-President/Chief
Financial Officer or a Vice-President and the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in section 202 of the
General Corporation Law of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preference and/or
rights. Where a certificate is countersigned (1) by a transfer agent other than
the Corporation or its employee, or (2) by a
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registrar other than the Corporation or its employee, the signatures of such
officers may be facsimiles.
SECTION 5.02. LOST CERTIFICATES. The Board may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to have been lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
SECTION 5.03. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys, or legal representatives, and upon
such transfer the old certificates, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers, or to such other persons as the
Board may designate, by whom they shall be cancelled, and new certificates shall
thereupon be issued. A record shall be made of each transfer and whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer.
SECTION 5.04. STOCKHOLDERS RECORD DATE. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty nor less than ten days before
the day of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
SECTION 5.05. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of, and to hold liable for calls and
assessments, a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.
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SECTION 5.06. FRACTIONAL SHARES. There shall be no obligation on the
part of the Corporation to issue fractional shares.
SECTION 5.07. DIVIDENDS. Subject to the provisions of the
Certificate of Incorporation, the Board may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when it deems expedient. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation. Before declaring any dividends,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board from time to time in its discretion
deems proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purpose as the Board shall deem
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.
SECTION 5.08. SEAL. The Corporation shall have no corporate seal.
SECTION 5.09. FISCAL YEAR. The fiscal year of the Corporation shall
be determined by the Board.
SECTION 5.10. CHECKS. All checks, drafts, or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by the Chairman, or Chairman/President, or
Vice-President/Chief Financial Officer, or such officer or officers, agent or
agents, of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board.
SECTION 5.11. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-laws to be given, personal notice is not meant unless
expressly stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in the United States mail, airmail postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.
Whenever any notice is required to be given under the provisions of
any law, or under the provisions of the Certificate of Incorporation or these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
proper notice.
SECTION 5.12. INDEMNIFICATION.
To the fullest extent permitted by the laws of the State of
Delaware:
(a) The Corporation shall indemnify any person (and his heirs,
executors or administrators) who was or is a party or is threatened to be made a
party to any threatened,
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pending or completed action, suit or proceeding (brought in the right of the
Corporation or otherwise), whether civil, criminal, administrative or
investigative, and whether formal or informal, including appeals, by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or 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, for and against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or such heirs,
executors or administrators in connection with such action, suit or proceeding,
including appeals.
(b) The Corporation shall pay expenses incurred in defending any
action, suit or proceeding described in subsection (a) of this Section in
advance of the final disposition of such action, suit or proceeding, including
appeals, upon receipt of an undertaking by or on behalf of such person seeking
indemnification under this Section to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation.
(c) The Corporation may purchase and maintain insurance on behalf of
any person described in subsection (a) of this Section against any liability
asserted against him, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Section or
otherwise.
(d) The provisions of this Section shall be applicable to all
actions, claims, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
its adoption. The provisions of this Section shall be deemed to be a contract
between the Corporation and each director, officer, employee or agent who serves
in such capacity at any time while this Section and the relevant provisions of
the laws of the State of Delaware and other applicable law, if any, are in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such state of
facts. If any provision of this Section shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect the
validity of the remaining provisions hereof. The rights of indemnification
provided in this Section shall neither be exclusive of, nor be deemed in
limitation of, any rights to which any such officer, director, employee or agent
may otherwise be entitled or permitted by contract, the Certificate of
Incorporation, vote of stockholders or directors or otherwise, or as a matter of
law, both as to actions in his official capacity and actions in any other
capacity while holding such office, it being the policy of the Corporation that
indemnification of the specified individuals shall be made to the fullest extent
permitted by law.
(e) For purposes of this Section, references to "other enterprise"
shall include any employee benefit plan; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at
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the request of the corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries.
ARTICLE 6 - AMENDMENTS
These By-laws may be altered, amended or repealed, and new By-laws
may be made, only by the affirmative vote of a majority of the Board, or by the
affirmative vote of a majority of the holders of the shares of stock issued,
outstanding and entitled to vote.
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NINE WEST FOOTWEAR CORPORATION
ACTION OF THE SOLE STOCKHOLDER BY
WRITTEN CONSENT WITHOUT A MEETING
The undersigned, being the sole stockholder of Nine West Footwear
Corporation, a Delaware corporation (the "Company"), hereby takes the following
action by written consent without a meeting, pursuant to Section 228 of the
General Corporation Law of the State of Delaware.
RESOLVED, that the By-laws of the Company be, and they hereby are, amended
by deleting in its entirety the present Section 3.02 and substituting in lieu
thereof the following new Section 3.02:
"Section 3.02. NUMBER AND TERM. The Board shall consist of two or
more members elected at the most recent annual meeting of stockholders of
the Corporation, which number shall not be more than 15 directors. The
number of directors, if more than two, may be decreased at any time by the
stockholders or by vote of a majority of the entire Board, to any number
not less than two, but any such decrease shall not affect the term of
office of any director, and may be increased at any time by the
stockholders or by vote of a majority of the entire Board, to any number
not exceeding 15. Each director shall hold office from the time of his
election or qualification until his successor shall have been duly elected
at the annual meeting of stockholders of the Corporation next succeeding
his election and shall have qualified, or until his earlier death,
resignation or removal."
RESOLVED, that any and all actions heretofore taken by any director or
directors of the Company be, and they each hereby are, ratified, approved and
confirmed in all respects.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of the
27th day of June, 1997.
NINE WEST GROUP INC.
By: /s/ Jerome Fisher
------------------
Jerome Fisher
Chairman
Effective Date: June 27, 1997