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EXHIBIT 3.24
BYLAWS
OF
FIELDCREST CANNON INTERNATIONAL, INC.
(As Amended to July 29, 1991)
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ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE -- The principal office shall be
established and maintained at the office of the United States Corporation
Company, in the City of Dover, in the County of Kent, in the State of Delaware,
and said corporation shall be the resident agent of this corporation in charge
thereof.
SECTION 2. OTHER OFFICES -- The corporation may have other offices,
either within or outside of the State of Delaware, at such place or places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
Article II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS -- The annual meeting of stockholders
shall be held in the City of New York, New York, at the place therein
determined by the directors and set forth in the notice thereof, but other
meetings of the stockholders may be held at such place or places as shall be
fixed by the directors and stated in the notice of the meeting.
SECTION 2. ANNUAL ELECTION OF DIRECTORS -- The annual meeting of
stockholders for the election of directors and the transaction of other
business shall be held, in each year, commencing in 1965, on the last Tuesday
in April.
If this date shall fall upon a legal holiday, the meeting shall be
held on the next succeeding business day. At each annual meeting the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.
No change of the time or place of a meeting for the election of
directors, as fixed by the Bylaws, shall be made
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within sixty (60) days next before the day on which such election is to be
held. in case of any change in such time or place for such election of
directors, notice thereof shall be given to each stockholder entitled to vote,
in person, or by letter mailed to his last known post office address, twenty
days before the election is held.
SECTION 3. VOTING -- Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these Bylaws 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. After the first election of directors, except
where the transfer books of the corporation shall have been closed or a date
shall have been fixed as the record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which shall have been transferred on the books of the
corporation within twenty days next preceding such election. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting, shall be by ballot. All elections for directors shall be decided
by plurality vote; 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.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the residence of each, and the
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office where the election is to be held, at least ten days
before every election, and shall at all times during the usual hours for
business, and during the whole time of said election, be open to examination of
any stockholder.
SECTION 4. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, the presence, in person or by
proxy, of stockholders holding a majority 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 entitled to vote thereat, present in person or by proxy, 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 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; but only those stockholders entitled to
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vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
SECTION 5. SPECIAL MEETINGS -- Special meetings of the stockholders
for any purpose or purposes may be called by the President or Secretary, and
shall be called upon a requisition in writing therefor, stating the purpose or
purposes thereof, delivered to the President or Secretary, signed by a majority
of the directors, or by twenty-five per cent in interest of the stockholders
entitled to vote, or by resolution of the directors.
SECTION 6. NOTICE OF MEETINGS -- Written or printed notice, stating
the place and time of the meeting, and the general nature of the business to be
considered, shall be given by the Secretary to each stockholder entitled to
vote thereat at his last known post office address, at least ten days before
the meeting in the case of an annual meeting and five days before the meeting
in the case of a special meeting.
No business other than that stated in the notice shall be transacted
at any meeting without the unanimous consent of all the stockholders entitled
to vote thereat.
SECTION 7. ACTION WITHOUT MEETING -- Whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken in connection with
any corporate action by any provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, the meeting and vote of stockholders may be
dispensed with if all the stockholders, who would have been entitled to vote
upon the action if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM -- The number of directors shall be three
(3). The directors shall be elected at the annual meeting of the stockholders
and each director shall be elected to serve until his successor shall be
elected and shall qualify. Directors need not be stockholders.
SECTION 2. RESIGNATIONS -- Any director, member of a committee or
other 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 President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
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SECTION 3. VACANCIES -- If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
by a majority vote, may appoint any qualified person to fill such vacancy, who
shall hold office for the unexpired term and until his successor shall be duly
chosen.
SECTION 4. REMOVAL -- Any director or directors may be removed, either
for or without cause, at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for that purpose.
SECTION 5. INCREASE OF NUMBER -- The number of directors may be
increased by amendment of these Bylaws by the affirmative vote of a majority of
the directors, though less than a quorum, or, by the affirmative vote of a
majority in interest of the stockholders, at the annual meeting or at a special
meeting called for that purpose, and by like vote the additional directors may
be chosen at such meeting to hold office until the next annual election and
until their successors are elected and qualify.
SECTION 6. POWERS -- The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation, or by these Bylaws conferred upon or reserved
to the stockholders.
SECTION 7. COMMITTEES -- The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation, which, to the extent provided in said resolution or resolutions or
in these Bylaws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation, and
may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in these Bylaws or as may be determined from time to
time by resolution adopted by the Board of Directors. The committees shall keep
regular minutes of their proceedings and report the same to the Board when
required.
SECTION 8. MEETINGS -- The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the directors.
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Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the Board may be called by the President or by the
Secretary on the written request of any two directors on at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.
SECTION 9. QUORUM -- A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn
the meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.
SECTION 10. COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board, a fixed fee and expense of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity, as an
officer, agent or otherwise, and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS -- The officers of the corporation shall be a
President, one or more Vice-Presidents, a Treasurer, and a Secretary, and such
Assistant Treasurers and Assistant Secretaries as the Board of Directors may
deem proper. In addition, the Board of Directors may elect a Chairman of the
Board of Directors. All of such officers shall be elected by the Board of
Directors. None of the officers, except the Chairman of the Board of Directors
and the President, need be directors. The officers shall be elected at the
first meeting of the Board of Directors after each annual meeting. Any two
offices, other than those of President and Vice-President, may be held by the
same person. More than two offices, other than those of President and
Secretary, may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS -- The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms
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and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
SECTION 3. CHAIRMAN -- The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the Board of Directors and he
shall have and perform such other duties as from time to time may be assigned
to him by the Board of Directors or the Executive Committee.
SECTION 4. PRESIDENT -- The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except
as the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed, the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT -- Each Vice-President shall have such
powers and shall perform such duties as shall be assigned to him by the
Directors.
SECTION 6. 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 depositaries as may be designated by the Board of
Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors
at the regular meetings of the Board of Directors, 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 of Directors, he shall
give the corporation a bond for the faithful discharge of his duties in such
amount and with such surety as the Board shall prescribe.
SECTION 7. SECRETARY -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and
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directors, and all other notices required by law or by these Bylaws, and 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 President, or by the directors,
or stockholders, upon whose requisition the meeting is called as provided in
these Bylaws. He shall record all the proceedings of the meetings of the
corporation and of the directors in a book to be kept for that purpose, and
shall perform such other duties as may be assigned to him by the directors or
the President. He shall have the custody of the seal of the corporation and
shall affix the same to all instruments requiring it, when authorized by the
directors or the President, and attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK -- Certificates of stock, numbered
and with the seal of the corporation affixed, signed by the President or
Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an
Assistant Secretary, shall be issued to each stockholder certifying the number
of shares owned by him in the corporation. When such certificates are signed
by a transfer agent or an assistant transfer agent or by a transfer clerk
acting on behalf of the corporation and a registrar, the signatures of such
officers may be facsimiles.
SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his
legal representatives, to give the corporation a bond, in such sum as they may
direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.
SECTION 3. 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 shall be surrendered to the corporation by
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the delivery thereof to the person in charge of the stock and transfer books
and ledgers, or to such other person as the directors may designate, by whom
they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer, and a duplicate thereof mailed to the
Delaware office, 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 4. CLOSING OF TRANSFER BOOKS -- The Board of Directors shall
have power to close the stock transfer books of the corporation for a period
not exceeding fifty days preceding the date of any meeting of stockholders or
the date for payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividends or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, and in such case such stockholders only as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend or to receive such
allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
SECTION 5. DIVIDENDS -- Subject to the provisions of the Certificate
of Incorporation, the Board of Directors 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 they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL -- The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a
facsimile thereof to
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be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR -- The fiscal year of the corporation shall be
the calendar year.
SECTION 8. CHECKS -- All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by 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 of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required by these Bylaws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be
sufficient if given by depositing the same in a post office box in a sealed
post-paid wrapper, addressed to the person entitled thereto at his last known
post office address, 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 whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These Bylaws may be altered or repealed and Bylaws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal or Bylaw or Bylaws to be made be contained
in the notice of such special meeting, by the affirmative vote of a majority of
the stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or Bylaw or Bylaws
to be made, be contained in the notice of such special meeting.
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