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EXHIBIT 3.36
BYLAWS
OF
PILLOWTEX,INC.
ARTICLE I
OFFICES AND AGENT
1.01 Registered Office and Agent. The registered office of the
corporation shall be located at Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, Delaware, and the name of the
registered agent of the corporation at such address is The Corporation Trust
Company.
1.02 Other Offices. The corporation may also have offices at such
other places within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.01 Annual Meetings. An annual meeting of the shareholders shall
be held on the first Monday of the third month following the close of each
fiscal year of the corporation if not a legal holiday, and if a legal holiday,
then on the next day following that is not a legal holiday. At each annual
meeting the shareholders shall elect a board of directors and shall transact
such other business as may properly be brought before the meeting.
2.02 Call for Special Meetings. Special meetings of the
shareholders, for any purpose or purposes 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 or in a duly executed waiver of notice. Unless otherwise prescribed by
statute or by the Certificate of Incorporation, or by these bylaws, special
meetings of the shareholders may be called by the President, the board of
directors, or by one or more shareholders, the aggregate of whose shares
comprise not less than one-tenth of all shares entitled to vote at the
meetings. Business transacted at all special meetings shall be confined to the
subjects stated in the notice of the meeting, unless such notice shall have
been waived.
2.03 Notice. Unless notice is waived, written or printed notice
stating the place, date, and time of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the
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President, the Secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at the meeting.
2.04 Quorum; Majority Vote. The holders of a majority of the shares
issued and outstanding and entitled to vote, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise provided
by law, the Certificate of Incorporation, or these bylaws. When a quorum is
present at any meeting, the vote of the holders of a majority of the shares
having voting power present in person or represented by proxy shall decide any
question before such meeting, unless the question is one upon which, by express
provision of law, the Certificate of Incorporation, or these bylaws, a
different vote is required, in which case such express provision shall govern.
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.05 Voting. Unless otherwise provided in the Certificate of
Incorporation, at every election of directors, each shareholder shall have the
right to vote the number of voting shares that such shareholder owns for as
many persons as there are directors to be elected. Unless otherwise provided in
the Certificate of Incorporation, no shareholder shall be entitled to cumulate
such shareholder's votes, and cumulative voting is prohibited.
ARTICLE III
DIRECTORS
3.01 Powers. The business and affairs of the corporation shall be
managed by its board of directors who may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation, or these bylaws directed or required to be
exercised or done by the shareholders.
3.02 Number and Election. The board of directors shall consist of
not less than one director; no director need be a shareholder, however, at
least one director shall be a resident of the State of Delaware. At each annual
meeting of the shareholders, the shareholders may change the number of
directors who shall serve for the ensuing year and each such determination
shall be a continuing determination of the number of directors until a change
by a vote of the shareholders. The directors shall be elected at the annual
meeting of the shareholders, except as hereinafter provided, and each director
elected shall hold office until such director's successor shall be elected and
shall qualify. Any vacancy occurring in the board of directors may be filled by
the affirmative vote of a majority of the remaining directors, notwithstanding
that the remaining directors constitute less than a quorum of the board of
directors, or by the holders of a majority of the shares then entitled to vote
in election of directors. A director elected to fill a vacancy shall be elected
for the unexpired term of such director's predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by election at an annual
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meeting or a special meeting of the shareholders called for that purpose, or
may be filled by the board of directors for a term of office continuing only
until the next election of one or more of the directors by the shareholders.
3.03 Removal. Any director may be removed, with or without cause,
at any duly constituted meeting of shareholders called expressly for that
purpose, by the affirmative vote of the holders of a majority of the shares
then entitled to vote in elections of directors.
3.04 First Meeting of New Board. The first meeting of each newly
elected board of directors shall be held without further notice immediately
following the annual meeting of the shareholders.
3.05 Meetings. Regular meetings of the board of directors may be
held without notice at such time and place as shall be determined by the board.
Special meetings of the board of directors may be called by or at the direction
of the President on 24 hours' notice to each director, either personally or by
mail or by telegram, or by facsimile. The purpose or purposes of such meeting
need not be stated in the notice thereof, except as is specifically provided in
section 11.01 of these bylaws.
3.06 Quorum: Majority Vote. At all meetings of the board of
directors, the presence of a majority of the number of directors fixed in the
manner provided in these bylaws shall be necessary and sufficient to 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 of directors, except as may be otherwise specifically provided by
law, the Certificate of Incorporation, or these bylaws. If a quorum shall not
be present at any meeting, the directors present at the meeting may adjourn the
meeting from time to time without notice other than announcement at the
meeting, until a quorum shall be present.
3.07 Compensation as Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the board,
a fixed sum and expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the board; provided that nothing
contained in these bylaws shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation for
such service.
3.08 Committees. The board of directors, by resolution adopted by a
majority of the full board of directors, may designate from among its members
an executive committee and one or more other committees, each of which shall be
comprised of one or more members and, to the extent provided in such
resolution, shall have and may exercise all of the authority of the board of
directors, except that no such committee shall have the authority of the board
of directors in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation under Section 251 or Section
252 of the Delaware General Corporation Law, recommending to the shareholders
the sale, lease, or exchange
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of all or substantially all of the property and assets of the corporation,
recommending to the shareholders a voluntary dissolution of the corporation or
a revocation thereof, amending, altering or repealing the bylaws of the
corporation or adopting new bylaws for the corporation, altering or repealing
any resolution of the board of directors that by its terms provide that it
shall not be so amendable or repealable; and, unless the resolution expressly
so provides, no committee shall have the power or authority to declare a
dividend, or to authorize the issuance of shares of the corporation, or to
adopt a merger pursuant to Section 253 of the Delaware General Corporation Law.
The designation of such committee and the delegation of authority to such
committee shall not operate to relieve the board of directors, or any member of
the board, of any responsibility imposed by law.
ARTICLE IV
NOTICES
4.01 Formalities of Notices. Whenever, under the provisions of law,
the Certificate of Incorporation, or these bylaws, notice is required to be
given to any director or shareholder and no provision is made as to how such
notice shall be given, personal notice shall not be required, but any such
notice may be given in writing, by mail, postage prepaid, addressed to such
director or shareholder at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when such notice shall have been deposited in
the United States mails as aforesaid.
4.02 Waiver of Notices. Whenever any notice is required to be given
to any shareholder or director of the corporation under the provisions of law,
the Certificate of Incorporation, or these bylaws, a waiver of such notice in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated in such notice, shall be deemed equivalent to giving
such notice.
ARTICLE V
OFFICERS
5.01 Offices. The officers of the corporation shall be elected by
the directors and may include a chairman of the board of directors, a
president, one or more vice presidents, a secretary, and a treasurer. The
board of directors may also elect or appoint one or more assistant secretaries
and assistant treasurers. Any two or more offices may be held by the same
person.
5.02 Election of Officers; Term; Removal; Salary. The board of
directors at its first meeting after each annual meeting of shareholders shall
elect the officers, none of whom need be members of the board. Each officer of
the corporation shall hold office until such officer's successor is chosen and
qualified or until such officer's death, resignation, or
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removal from office. Any officer or agent elected or appointed by the board of
directors may be removed at any time by the board of directors, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. If the office of any officer becomes vacant for any reason,
the vacancy may be filled by the board of directors. The salaries of all
officers and agents of the corporation shall be fixed by the board of
directors.
5.03 The President. The President shall be the chief executive
officer of the corporation; the President shall preside at all meetings of the
shareholders, shall have general and active management of the business and
affairs of the corporation, shall see that all orders and resolutions of the
board are carried into effect, and shall perform such other duties as the board
of directors shall prescribe.
5.04 The Vice Presidents. If the corporation elects or appoints one
or more Vice Presidents, then each Vice President shall have such power and
perform such duties as the board of directors may from time to time prescribe
or as the President may from time to time delegate.
5.05 The Secretary and Assistant Secretaries. The Secretary shall
attend all sessions of the board of directors and all meetings of the
shareholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose, and shall perform like duties for the Executive
Committee when required. The Secretary shall give, or cause to be given, notice
of all meetings of the shareholders 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 the Secretary shall
be. The Secretary shall keep in safe custody the seal of the corporation and,
when authorized by the board, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by the Secretary's signature or by
the signature of the Treasurer or an Assistant Secretary. If the corporation
does not elect or appoint a person to the office of Treasurer or Assistant
Treasurer, then the Secretary shall assume all duties of the Treasurer, as
described in paragraph 5.06. Each Assistant Secretary shall have such powers
and perform such duties as the board of directors may from time to time
prescribe or as the President may from time to time delegate.
5.06 The Treasurer and Assistant Treasurers. The Treasurer shall
have the custody of the corporate funds and securities, shall keep full and
accurate accounts of receipts and disbursements of the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as the board of directors may designate.
The Treasurer shall disburse the funds of the corporation as the board of
directors may order, taking proper vouchers for such disbursements, shall
render to the President and directors, at the regular meetings of the board or
whenever the board may require it, an account of all the Treasurer's
transactions and of the financial condition of the corporation, and shall
perform such other duties as the board of directors may prescribe. If the board
of directors requires, then the Treasurer shall give the corporation a bond in
such form, in such sum, and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of the
Treasurer's office
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and for the restoration to the corporation, in case of the Treasurer's death,
resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the Treasurer's
possession or under the Treasurer's control belonging to the corporation. If no
person is elected or appointed to fill the office of Treasurer, then the duties
described in this paragraph shall be assumed by the Secretary.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
6.01 Delivery, Form and Content. The board of directors shall cause
to be delivered to the shareholders certificates in such form as the board of
directors may determine representing all shares to which such shareholders are
entitled. Certificates shall be consecutively numbered by classes and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on its face the holder's name, the number and class of shares, and
the par value of such shares or a statement that such shares are without par
value. Each certificate shall be signed by the President or a Vice President
and the Secretary or an Assistant Secretary and may be sealed with the seal of
the corporation or a facsimile. If any certificate is countersigned by a
transfer agent, or an assistant transfer agent, or registered by a registrar,
other than the corporation or an employee of the corporation, then the
signature of any officer may be a facsimile.
6.02 Lost Certificates. The board of directors may direct a new
certificate representing shares to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost or destroyed,
upon receiving an affidavit of that fact from the person claiming the
certificate to be lost or destroyed. When authorizing the issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance of a new certificate, may require the owner of such
lost or destroyed certificate, or such person's legal representative, to
advertise the same in such manner as the board shall require and/or give the
corporation a bond in such form, in such sum, and with such surety or sureties
as the board may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost or
destroyed and/or agree to indemnify the corporation against any such claim.
6.03 Transfer. Shares of stock shall be transferable only on the
books of the corporation by the holder in person or by such person's duly
authorized attorney. Upon surrender to the corporation of the certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Corporation shall be
obligated to issue a new certificate to the person entitled to the new
certificate, cancel the old certificate, and record the transaction upon its
books.
6.04 Record Holder. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact of such
stock and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or
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shares on the part of any other person, or any limitation upon the ownership,
power, or authority of such holder, whether or not the corporation shall have
express or other notice, except as otherwise provided by law.
ARTICLE VII
DIVIDENDS
7.01 Dividends. Dividends on the outstanding shares of the
corporation, subject to the provisions of the Certificate of Incorporation, may
be declared by the board of directors at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares of the corporation,
subject to the provisions of law and the Certificate of Incorporation. The
board of directors may fix in advance a record date of such dividend, or the
board of directors may close the stock transfer books for such purpose for a
period of not more than thirty days prior to the payment date of such dividend.
In the absence of any action by the board of directors, the date upon which the
board of directors adopts the resolution declaring such dividend shall be the
record date.
ARTICLE VIII
ACTION BY UNANIMOUS CONSENT
OR BY CONFERENCE TELEPHONE
8.01 Action by Unanimous Consent. Any action required by the
Certificate of Incorporation, these bylaws, or Delaware law to be taken at a
meeting of the board of directors of the corporation, or any action that may be
taken at any such meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
directors entitled to vote with respect to the subject matter of the action,
and such consent is filed in the minute book of the corporation.
8.02 Action by Consent of Shareholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of the shareholders of the
corporation, or any action which may be taken at any annual meeting or special
meeting of the shareholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote on the action were
present and voted. Prompt notice that corporate action was taken without a
meeting by less than unanimous written consent shall be given to the
stockholders who have not consented in writing. In lieu of any statement
regarding a shareholders vote required to be set forth in any document or
certificate to be filed with the Delaware Secretary of State, a statement that
a written consent and written notice have been given in accordance with the
provisions of Section 228 of the Delaware General Corporation Law may be given.
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8.03 Actions by Conference Telephone. Subject to any notice of
meeting requirements in these bylaws or under Delaware law, the board of
directors, or members of any committee designated by such board, may
participate in and hold a meeting of such board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Minutes of any such meeting shall be promptly prepared by
the Secretary, circulated to all directors entitled to vote at the meeting
(whether they participated or not), placed in the regular corporate records
containing similar meeting minutes, and called to the attention of such board
of directors or committee at its next regular meeting.
ARTICLE IX
INDEMNIFICATION
9.01 Persons. The corporation may indemnify, to the extent
permitted in this article, and shall indemnify as required by this article:
(a) any person who is or was a director, officer,
agent, or employee of the corporation, and
(b) any person who serves or served at the
corporation's request as a director, officer, partner, venturer,
proprietor, trustee, agent, employee, or similar functionary of
another corporation or of a partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise.
9.02 Derivative Suits. In case of a suit or action by or in the
right of the corporation to procure a judgment in its favor against a person
named in paragraph 9.01 by reason of such person holding a position named in
paragraph 9.01, the corporation may indemnify such person if the standard in
paragraph 9.04 is satisfied, for reasonable expenses actually and reasonably
incurred by such person (including attorney's fees) in connection with the
defense or settlement of the suit or action and, additionally, for judgments
and fines if such person is found liable for negligence in the performance of
duties to the corporation.
9.03 Nonderivative Suits. In case of a suit, action, or proceeding
(whether civil, criminal, administrative, or investigative), other than a suit
by or in behalf of the corporation, collectively hereinafter referred to as a
nonderivative suit, against a person named in paragraph 9.01 by reason of such
person holding a position named in Paragraph 9.01, the corporation may
indemnify such person if the standard in Paragraph 9.04 is satisfied for
amounts actually and reasonably incurred by such person in connection with the
defense or settlement of the nonderivative suit as follows:
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(a) Judgments;
(b) Penalties, including excise and similar taxes;
(c) Fines;
(d) Settlements; and
(e) Reasonable expenses actually incurred
(including attorney's fees).
9.04 Standard. In case of a derivative suit, a person named in
paragraph 9.01 may be indemnified if such person acted in good faith in the
transaction that is the subject of the suit, and in a manner reasonably
believed to be in or not opposed to the corporation's best interest; provided
that no indemnification shall be made in respect to any claim, issue, or matter
as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. In the case of nonderivative suit, a person named in
paragraph 9.01 may be indemnified if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the corporation's best
interest. With respect to any criminal action or proceeding, the person must
have had no reasonable cause to believe that the conduct that is the subject of
such action was unlawful. The termination of a nonderivative proceeding by
judgment, order, settlement, conviction, or on a plea of NOLO CONTENDERE or its
equivalent, does not of itself create a presumption that the person does not
meet the standards set forth in this paragraph.
9.05 Mandatory Indemnification. The corporation shall indemnify a
person named in paragraph 9.01 against expenses (including attorney's fees)
actually and reasonably in connection with a proceeding in which such person is
a party by reason of such person holding a position named in paragraph 9.01 to
the extent such person has been successful, on the merits or otherwise, in the
defense of the proceeding.
9.06 Determination that Standard Has Been Met. A determination that
the standard of paragraph 9.04 has been satisfied shall be made by:
(a) a majority vote of the directors of the corporation
who at the time of the vote are not parties to the
action, suit, or proceeding even though less than a quorum; or
(b) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion; or
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(c) the shareholders of the corporation.
9.07 Advance Payments. The corporation may pay in advance any
expense (including attorney's fees) that may become subject to indemnification
under paragraphs 9.01-9.06 if the person receiving the payment affirms in
writing that in good faith the person believes the standards set forth in
paragraph 9.04 have been met, and undertakes to repay any advance payments if
it is ultimately determined that such person has not met those standards.
9.08 Insurance. The corporation may purchase and maintain insurance
on behalf of any person who holds or who has held any position named in
paragraph 9.01, against any liability asserted against or incurred by such
person in any such position, or arising out of such person's status as such,
whether or not the corporation would have power to indemnify such person
against such liability under paragraphs 9.01-9.07.
9.09 Additional Indemnification. The rights of indemnification
provided in this article IX shall be in addition to any other rights to which
any person named in paragraph 9.01 may otherwise be entitled by contract, under
the Delaware General Corporation Law or as a matter of law; and if any such
person dies, then such rights shall extend to such person's heirs and legal
representatives. The provisions of this article IX are separable, and if any
provision be held invalid, all other provisions shall only be curtailed to the
extent necessary to make such provision enforceable, it being the intent of
this article that the corporation indemnify each person named in paragraph 9.01
to the maximum extent permitted by law.
ARTICLE X
GENERAL PROVISIONS
10.01 Seal and Official Records. The seal of the corporation, if
adopted by the board of directors, the stock certificate book, the minute book,
and the corporation's financial records shall be of the type that the board of
directors determines and establishes and may be changed from time to time in
the board's discretion.
10.02 Invalid Provisions. If any part of these bylaws shall be held
invalid or inoperative, for any reason, the remaining parts, so far as possible
and reasonable, shall be valid and operative.
10.03 Headings. The headings used in these bylaws have been inserted
for administrative convenience only and do not constitute matter to be
construed in interpretation.
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ARTICLE XI
AMENDMENTS
11.01 Alteration, Amendment, or Repeal. The power to alter, amend,
or repeal these bylaws or adopt new bylaws, subject to repeal or change by
action of the shareholders, shall be vested in the board of directors. The
board of directors may make such alteration, amendment, or repeal at any
meeting at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting, provided notice of the proposed
alteration, amendment or repeal contained in the notice of such meeting (or
such notice shall have been waived).
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