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Exihibit 3.1.2
AMENDED AND RESTATED BY-LAWS
OF
AAi. FOSTER GRANT, INC.
ARTICLE I
OFFICES
SECTION 1. RHODE ISLAND OFFICE. The office of Accessories Associates,
Inc. (the "Corporation") within the State of Rhode Island shall be in the Town
of Smithfield.
SECTION 2. OTHER OFFICES. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Rhode Island, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Rhode Island or at such other place, within or without the State
of Rhode Island, as may from time to time be fixed by the Board or specified or
fixed in the respective notices or waivers of notice thereof.
SECTION 2. ANNUAL MEETINGS. An annual meeting of shareholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at 11:00 a.m. on the third Tuesday in the month of May of each year or on
such other date and at such other time as may be fixed by the Board. If the
Annual Meeting shall not be held on the day designated, the Board shall call a
special meeting of shareholders as soon as practicable for the election of
directors. Failure to hold the Annual Meeting at the designated time shall not
work a forfeiture or dissolution of the Corporation.
SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders, unless
otherwise provided by law, may be called at any time by the Board pursuant to a
resolution adopted by a majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these By-laws), or by
the Chairman or the President. Any such call must specify the matter or matters
to be acted upon at such meeting and only such matter or matters shall be acted
upon thereat.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise may be required by
law, notice of each meeting of shareholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the place, date and hour of
the meeting and, in the case of a special meeting,
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shall state the purpose or purposes of the meeting and indicate that the notice
is being issued by or at the direction of the person or persons calling the
meeting, and a copy of such notice shall be delivered or sent by mail, not less
than 10 or more than 60 days before the date of said meeting, to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be
directed to such shareholder at his address as it appears on the stock records
of the Corporation, unless he shall have filed with the Secretary a written
request that notices to him be mailed to some other address, in which case it
shall be directed to him at such other address. Notice of an adjourned meeting
need not be given if the time and place to which the meeting is to be adjourned
was announced at the meeting at which the adjournment was taken, unless (i) the
adjournment is for more than 30 days, or (ii) the Board shall fix a new record
date for such adjourned meeting after the adjournment.
SECTION 5. QUORUM. At each meeting of shareholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law.
SECTION 6. ADJOURNMENTS. In the absence of a quorum at any meeting of
shareholders or any adjournment or adjournments thereof, holders of shares
having a majority of the voting power of the capital stock present or
represented by proxy at the meeting may adjourn the meeting from time to time
until a quorum shall be present or represented by proxy. At any such adjourned
meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the meeting as originally
called if a quorum had been present or represented by proxy thereat.
SECTION 7. ORDER OF BUSINESS. (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board of Directors, or (ii) by any shareholder
who complies with the procedures set forth in this Section 7.
(b) For business properly to be brought before an Annual Meeting by a
shareholder, the shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 30 days nor more than 60 days prior to
the Annual Meeting; PROVIDED, HOWEVER, that in the event that less than 40 days
notice or prior public disclosure of the date of the Annual Meeting is given or
made to shareholders, notice by the shareholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. To be in proper written form, a shareholder's notice to the
Secretary shall set forth in writing as to each matter the shareholder proposes
to bring before the Annual Meeting: (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting; (ii) the name and address, as they appear
on the Corporation's books, of the shareholder proposing such business; (iii)
the class and number of shares of the Corporation which are beneficially owned
by the shareholder; and (iv) any material interest of the shareholder in such
business. Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an Annual Meeting except in accordance with the procedures
set forth in this Section 7. The chairman of an Annual Meeting shall, if the
facts warrant, determine and declare to the Annual Meeting that business was not
properly brought before the Annual Meeting in accordance with the provisions of
this Section 7 and, if he should so determine, he shall so declare to the Annual
Meeting and any such business not properly brought before the Annual Meeting
shall not be transacted. Notwithstanding anything in these By-
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laws to the contrary, the Corporation shall include any such proposals in its
proxy statement only if the shareholder has fully complied with all requirements
of Rule 4a-8 of the Securities Exchange Act of 1934, as amended (as in effect as
of the effective date of these By-laws or as subsequently amended, including any
successor regulation).
SECTION 8. VOTING. (a) Except as otherwise provided in the Articles of
Incorporation or in any Preferred Stock of the Corporation ("Preferred Stock"),
at each meeting of shareholders, every shareholder of the Corporation shall be
entitled to one vote for every share of capital stock standing in his name on
the stock records of the Corporation (i) at the time fixed pursuant to Section 6
of Article VII of these By-laws as the record date for the determination of
shareholders entitled to vote at such meeting, or (ii) if no such record date
shall have been fixed, then at the close of business on the day next preceding
the day on which notice thereof shall be given. At each meeting of shareholders,
all matters (except in cases where a larger vote is required by law or by the
Articles of Incorporation of the Corporation or these By-laws) shall be decided
by a majority of the votes cast at such meeting by the holders of shares of
capital stock present or represented by proxy and entitled to vote thereon, a
quorum being present.
(b) No share of common stock or Preferred Stock of the Corporation
shall be voted at any meeting of shareholders or counted in determining the
total number of outstanding shares at any given time if (i) the consideration
for the shares has not been fully paid to the Corporation or (ii) if the shares
are Treasury shares or are shares held directly or indirectly by another
corporation if a majority of shares entitled to vote for the election of
directors of such other corporation is held by the Corporation. Nothing
contained herein shall be construed as limiting the right of any corporation to
vote stock, including but not limited to its own stock, held in a fiduciary
capacity.
(c) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the By-laws of the
other corporation may prescribe, or, in the absence of such provision, as the
board of directors of the other corporation may determine; or, in the absence of
such provision or determination, as the president or vice-president, secretary
or assistant secretary of the other corporation may by proxy, duly executed and
sealed, designate.
(d) Shares held by an administrator, executor, guardian, or conservator
may be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name. It shall not
be necessary for the fiduciary to obtain a court order authorizing him to vote
such shares. The general proxy of a fiduciary shall be given the same weight and
effect as the general proxy of an individual or corporation.
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(e) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which the receiver was
appointed.
(f) A shareholder whose shares are pledged shall be entitled to vote
such shares until his shares have been transferred into the name of the pledgee,
and thereafter only the pledgee shall be entitled to vote the shares so
transferred.
SECTION 9. ACTION BY CONSENT. Any action required or permitted to be
taken at a meeting of shareholders may be taken without a meeting if all the
shareholders entitled to vote thereon consent thereto in writing. In addition to
the foregoing, except as otherwise provided by the Rhode Island Business
Corporation Act, any action required or permitted to be taken at a meeting of
the shareholders by the Act, the Certificate of Incorporation or these By-Laws,
may be taken without a meeting upon the written consent of less than all the
shareholders entitled to vote thereon if the shareholders who so consent would
be entitled to cast at least the minimum number of votes which would be required
to take such action at a meeting at which all shareholders entitled to vote
thereon are present. Prompt notice of such action shall be given to all
shareholders who would have been entitled to vote upon the action if such
meeting were held. The written consent of shareholders to any action shall be
filed with the minutes of proceedings of shareholders.
SECTION 10. INSPECTORS. For each election of directors by the
shareholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint two inspectors of election. If,
for any such election of directors or the voting upon any such other matter, any
inspector appointed by the Board shall be unwilling or unable to serve, or if
the Board shall fail to appoint inspectors, the chairman of the meeting shall
appoint the necessary inspector or inspectors. The inspectors so appointed,
before entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to the
best of their ability, and the oath so taken shall be subscribed by them. Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the chairman of the meeting or any shareholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as an inspector of election of directors. Inspectors need not be
shareholders.
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ARTICLE III
DIRECTORS
SECTION 1. POWERS. The business of the Corporation shall be managed
under the direction of the Board. The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
law or otherwise directed or required to be exercised or done by the
shareholders.
SECTION 2. NUMBER, ELECTION AND TERMS. The authorized number of
directors shall be seven and PROVIDED, HOWEVER, that such number may be
increased pursuant to vote of the holders of, adopted pursuant to the Articles
of Incorporation, establishing the Preferred Stock as therein provided.
SECTION 3. NOMINATIONS OF DIRECTORS; ELECTION. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any shareholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be shareholders.
At each meeting of shareholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by shareholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; PROVIDED, HOWEVER, that in the event that
less than 40 days notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such shareholder's notice
shall set forth in writing (i) as to each person whom the shareholder proposes
to nominate for election or re-election 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, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; and (ii) as to
the shareholder giving the notice, the (x) name and address, as they appear on
the Corporation's books, of such shareholder and (y) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation the information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee.
SECTION 4. PLACE OF MEETINGS. Meetings of the Board shall be held at
the Corporation's office in the State of Rhode Island or at such other place,
within or without such State, as the Board may from time to time determine or as
shall be specified or fixed in the notice or waiver of notice of any such
meeting.
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SECTION 5. REGULAR MEETINGS. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings may be held on such other days and at such other times as the
Board may from time to time determine. Notice of regular meetings of the Board
need not be given except as otherwise required by these By-laws.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman or President and shall be called by the Secretary at the
request of any two of the other directors.
SECTION 7. NOTICE OF MEETINGS. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required), stating
the time, place and purposes thereof, shall be mailed to each director,
addressed to him at his residence or usual place of business, or shall be sent
to him by telex, cable or telegram so addressed, or shall be given personally or
by telephone, on 24 hours' notice.
SECTION 8. QUORUM AND MANNER OF ACTING. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of 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. Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.
SECTION 9. RESIGNATION. Any director may resign at any time by giving
written notice to the Corporation; PROVIDED, HOWEVER, that written notice to the
Board, the Chairman of the Board, the President or the Secretary shall be deemed
to constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.
SECTION 10. REMOVAL OF DIRECTORS. Subject to the rights of the holders
of the Preferred Stock, any director may be removed from office with or without
cause by a vote of majority in number of the entire Board of Directors.
SECTION 11. COMPENSATION OF DIRECTORS. The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a
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specified amount for services as director or member of a committee of the Board,
or of a specified amount for attendance at each regular or special Board meeting
or committee meeting, or of both, and all directors shall be reimbursed for
expenses of attendance at any such meeting; PROVIDED, HOWEVER, that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. APPOINTMENT AND POWERS OF AUDIT COMMITTEE. The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examination; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their examination
and such reports; (iv) review, either directly or through the independent
accountants, the internal accounting and auditing procedures of the Corporation;
and (v) perform such other functions as may be assigned to it from time to time
by the Board. The Audit Committee may determine its manner of acting and fix the
time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.
SECTION 2. COMPENSATION COMMITTEE; OTHER COMMITTEES. The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of any such committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of such committee present at a meeting at which a quorum shall be
present shall be the act of the committee.
SECTION 3. ACTION BY CONSENT; PARTICIPATION BY TELEPHONE OR SIMILAR
EQUIPMENT. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can
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hear each other. Participation by such means shall constitute presence in person
at a meeting of the committee.
SECTION 4. CHANGES IN COMMITTEES; RESIGNATIONS; REMOVALS. Subject to
the provisions of the Preferred Stock, the Board shall have power, by the
affirmative vote of a majority of the authorized number of directors, at any
time to change the members of, to fill vacancies in, and to discharge any
committee of the Board. The Chairman of the Board may designate one or more
directors as alternate members of any committee who may act in the place and
stead of members who temporarily cannot attend any such meeting. Any member of
any such committee may resign at any time by giving notice to the Corporation;
PROVIDED, HOWEVER, that notice to the Board, the Chairman of the Board, the
President, the chairman of such committee or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the Board called for
that purpose.
ARTICLE V
OFFICERS
SECTION 1. NUMBER AND QUALIFICATION. The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
Each officer of the Corporation shall have a title set forth below or as may be
prescribed by the Board and shall hold his office for such term as may be
prescribed by the Board PROVIDED, HOWEVER, that the term for the Chairman of the
Board and Vice Chairman of the Board shall automatically terminate upon the
termination of such officer's term as a director of the Corporation. There shall
be elected from among the officers of the Corporation, persons having the titles
and exercising the duties (as prescribed by the By-laws or by the Board) of
Chairman of the Board and Chief Executive Officer, Vice Chairman of the Board,
President, one or more Executive Vice Presidents, one or more Vice Presidents,
the Treasurer and the Secretary, and such other persons having such other titles
and such other duties as the Board may prescribe. The same person may hold more
than one office other than the offices of Chairman of the Board and Vice
Chairman of the Board. The Chairman of the Board and the Vice Chairman of the
Board shall be elected from among the directors. The Chairman of the Board may
appoint one or more deputies, associates or assistant officers or such other
agents as may be necessary or desirable for the business of the Corporation. In
case one or more deputies, associates or assistant officers shall be appointed,
the officer such appointee assists may delegate to the appointee the authority
to perform such of the officer's duties as the officer may determine.
SECTION 2. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Corporation; PROVIDED HOWEVER, that notice to the Board,
Chairman of the Board, the President or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and,
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unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 3. REMOVAL. Any officer or agent may be removed, either with or
without cause, at any time, by the Board at any meeting called for that purpose;
PROVIDED, HOWEVER, that the Chairman of the Board, Vice Chairman of the Board
and President may remove any agent appointed by him. Any removal shall be
without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.
SECTION 5. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The
Chairman of the Board and Chief Executive Officer shall, if present, preside at
all meetings of the Board and, if present, at all meetings of the shareholders.
He shall perform the duties incident to the office of the Chairman of the Board
and, under the direction of the Board, shall have actual management of the
operations, business and affairs of the Corporation.
SECTION 6. VICE CHAIRMAN OF THE BOARD. Subject to the Chairman of the
Board of Directors, the Executive Committee and the Board of Directors itself,
the Vice Chairman of the Board of Directors shall preside at all meetings of the
Board of Directors in the Chairman's absence, and shall, in general, during the
Chairman's absence perform all duties incident to the office of Chairman of the
Board but shall not act as Chief Executive Officer. The Vice Chairman of the
Board have such other duties as may be assigned to him by the Board of Directors
or the Executive Committee.
SECTION 7. PRESIDENT. The President shall have such powers and perform
such duties as provided in these By-laws or as the Board of Directors, the
Chairman, or in the absence of the Chairman, the Vice Chairman, may assign to
him. He shall at all times see that all resolutions or determinations of the
Board are carried into effect. He shall perform the duties incident to the
office of the President and all such other duties as are specified in these
By-laws or as shall be assigned to him from time to time by the Board. In the
event that there is a vacancy in the position of President, which shall not have
been filled as provided in the By-laws, the Board of Directors may designate one
or more of the principal officers of the Corporation to perform such duties as
may be required of the President by the By-laws or by law. In the absence of the
Chairman of the Board and the Vice Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and all meetings of the
shareholders.
SECTION 8. EXECUTIVE VICE-PRESIDENT AND VICE PRESIDENT. There may be
one or more Executive Vice-Presidents and as many Vice-Presidents as the Board
of Directors may elect or appoint. Any Executive Vice-President and each
Vice-President shall have such power and perform such duties as the Board of
Directors may prescribe or as the Chairman may delegate to him.
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SECTION 9. TREASURER AND CHIEF FINANCIAL OFFICER. The Treasurer and
Chief Financial Officer shall have charge and custody of, and be responsible
for, all funds and securities of the Corporation, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation,
shall deposit all moneys and other valuables to the credit of the Corporation in
such depositories as may be designated pursuant to these By-laws, shall receive,
and give receipts for, moneys due and payable to the Corporation from any source
whatsoever, shall disburse the funds of the Corporation and shall render to all
regular meetings of the Board, or whenever the Board may require, an account of
all his transactions as Treasurer. He shall, in general, perform all the duties
incident to the office of Treasurer and all such other duties as may be assigned
to him from time to time by the Chairman or such other officer to whom the
Treasurer reports.
SECTION 10. SECRETARY. The Secretary shall, if present, act as
secretary of, and keep the minutes of, all meetings of the Board, the Executive
Committee and other committees of the Board and the shareholders in one or more
books provided for that purpose, shall see that all notices are duly given in
accordance with these By-laws and as required by law, shall be custodian of the
seal of the Corporation and shall affix and attest the seal to all documents to
be executed on behalf of the Corporation under its seal. He shall, in general,
perform all the duties incident to the office of Secretary and all such other
duties as may be assigned to him from time to time by the President or such
other officer to whom the Secretary reports.
SECTION 11. BONDS OF OFFICERS. If required by the Board, any officer of
the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.
SECTION 12. COMPENSATION. The salaries of the officers shall be fixed
from time to time by the Compensation Committee of the Board; PROVIDED, HOWEVER,
that the Chairman may fix or delegate to others the authority to fix the
salaries of any agents appointed by the Chairman. No officer shall be prevented
from receiving his salary by reason of the fact that he is also a director of
the Corporation.
SECTION 13. OFFICERS OF OPERATING COMPANIES OR DIVISIONS. The Chairman
shall have the power to appoint, remove, and prescribe the terms of office,
responsibilities, duties and salaries of, the officers of the operating
companies or divisions, other than those who are officers of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
SECTION 1. CONTRACTS. The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general or confined to specific instances; and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.
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SECTION 2. CHECKS, ETC. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.
SECTION 3. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as them may deem advisable.
ARTICLE VII
CAPITAL STOCK
SECTION 1. STOCK CERTIFICATES. Each shareholder shall be entitled to
have, in such form as shall be approved by the Board, a certificate or
certificates signed by the Chairman of the Board or President and by either the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
(except that, when any such certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation or an employee of the
Corporation, the signatures of any such officers may be facsimiles, engraved or
printed), which may be sealed with the seal of the Corporation (which seal may
be a facsimile, engraved or printed), certifying the number of shares of capital
stock of the Corporation owned by such shareholder. In the event any officer who
has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.
SECTION 2. LISTS OF SHAREHOLDERS ENTITLED TO VOTE. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to be prepared or made, at least 10 days before every meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares of capital stock registered in the name of
each shareholder. Such list shall be open to the examination of any shareholder,
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 also be produced and kept at the time and place of
the
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meeting for the duration thereof, and may be inspected by any shareholder of the
Corporation who is present.
SECTION 3. STOCK LEDGER. The stock ledger of the Corporation shall be
the only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 4. TRANSFERS OF CAPITAL STOCK. Transfers of shares of capital
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the holder of record thereof, by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or by the transfer agent of the Corporation, and only on
surrender of the certificate or certificates representing such shares, properly
endorsed or accompanied by a duly executed stock transfer power. The Board may
make such additional rules and regulations as it may deem advisable concerning
the issue and transfer of certificates representing shares of the capital stock
of the Corporation.
SECTION 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate 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 be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, 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 6. FIXING OF RECORD DATE. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividends or other distributions or allotments of any rights, or entitled to
exercise any rights in respect to 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 60 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; PROVIDED,
HOWEVER, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 7. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, 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 shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof, except as otherwise provided by law.
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ARTICLE VIII
FISCAL YEAR
The Corporation's fiscal year-end shall be the Saturday closest to
December 31st.
ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall include the
words "Accessories Associates, Inc., Rhode Island, 1985, Corporate Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Articles of Incorporation
or these By-Laws to be given to any director, member of a committee or
shareholder, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether signed before or after the time stated in such
written waiver, shall be deemed equivalent to such notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when such person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the shareholders, directors,
or members of a committee of directors need be specified in any written waiver
of notice.
ARTICLE XI
INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. (a) Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or the
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Rhode Island Business Corporation Act, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure
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to the benefit of his or her heirs, executors and administrators; PROVIDED,
HOWEVER, that, except as provided in this Article XI, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article XI shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Rhode Island Business Corporation Act requires,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer of the Corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under SECTION 1
is not paid in full by the Corporation within 30 days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceedings in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Rhode Island Business Corporation Act for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification or
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Rhode Island Business
Corporation Act, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article XI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, By-laws, agreement, vote of
shareholders or disinterested directors or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability
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or loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Rhode Island Business
Corporation Act.
ARTICLE XII
AMENDMENTS
These By-laws or any of them may be amended or supplemented in any
respect at any time, either (i) at any meeting of shareholders, provided that
any amendment or supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such meeting; or (ii) at any
meeting of the Board, provided that any amendment or supplement proposed to be
acted upon at any such meeting shall have been described or referred to in the
notice of such meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further that no amendment
or supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the shareholders.
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