Exhibit 3.4
JONES APPAREL GROUP USA, INC.
BY-LAWS
ARTICLE I - OFFICES AND SEAL
1.1 Offices. The registered office of the corporation shall be at such
place within the Commonwealth of Pennsylvania as the Board of Directors may
determine, and the corporation may also have offices at such other places
as the Board deems appropriate.
1.2 Seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its incorporation, and the words "Corporate
Seal, Pennsylvania".
ARTICLE II - SHAREHOLDERS' MEETINGS
2.1 Annual Meeting. There shall be an annual meeting of the
shareholders each year, at such time and place as the Board of Directors
may determine. At the annual meeting, the shareholders shall elect
directors, if appropriate, and transact such other business as may properly
be brought before the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time for any purpose not prohibited by law or the Articles of
Incorporation by the President, the Board of Directors, or the holders of
at least 20% of the shares outstanding and entitled to vote at the meeting,
by submitting a written request therefor, stating the object of the
meeting, to the Secretary. The Secretary shall fix the time and place of
the meeting, which shall be not later than 60 days after the receipt of the
request. If the Secretary shall neglect or fail so to set the time and
place of the meeting, the persons or entities calling the meeting may do
so. Business
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transacted at all special meetings shall be confined to the objects stated
in the request therefor, and matters directly related and germane thereto.
2.3 Notice. Written notice of every meeting of the shareholders,
stating the place, time and hour thereof, shall be given to each
shareholder not later than five days prior to the date of the meeting or
ten days prior to the day named for a meeting called to consider a
fundamental change. Notice of a special meeting shall state the general
nature of the business to be transacted.
2.4 Quorum. At all meetings of the shareholders, the holders of a
majority of the issued and outstanding shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum. If a meeting of
shareholders cannot be organized because of the absence of a quorum, the
shareholders present in person or by proxy may adjourn the meeting to such
time and place as they may determine. Except as otherwise provided in these
By-Laws, the Articles of Incorporation, or applicable law, the acts of the
holders of a majority of shares entitled to vote, present in person or by
proxy, and voting at a meeting having a quorum shall be the acts of the
shareholders.
2.5 Voting. Each shareholder shall be entitled to one vote in person
or by proxy for each share he or she holds having voting power.
2.6 Voting List. The officer having charge of the transfer books for
shares of the corporation shall prepare, at least five days before each
meeting of shareholders, an alphabetical list of the names and addresses of
and shares held by the shareholders entitled to vote at the meeting. The
list shall be kept on file at the registered office of the corporation, and
be
produced and kept open for inspection by shareholders throughout the
meeting for purposes of the meeting.
2.7 Judges of Elections. The Board of Directors may, before a meeting
of shareholders, appoint one or three Judges (who need not be shareholders)
for such meeting. If no such Judges of Election are appointed, the chairman
of the meeting may, and on the request of any shareholder or his proxy
shall, make such appointment. If Judges are appointed at the request of one
or more shareholders or proxies, the shareholders present and entitled to
vote shall determine whether there will be one or three Judges. The Judges
of Election shall take such action as may be necessary or proper fairly to
conduct the election or vote and shall report in writing on any matter they
determine, executing a certificate of any fact they find, if requested by
the chairman of the meeting or any shareholder. No person who is a
candidate for office shall act as Judge.
ARTICLE III - SHARE CERTIFICATES
3.1 Form of Certificate. The certificates of shares of the corporation
shall state that the corporation is incorporated under the laws of this
Commonwealth; the name of the person to whom issued; the number, class, and
designation of series (if any) of the shares represented; and the par value
of each share or the absence of par value, as appropriate. Each certificate
shall be numbered and registered in a share register in the order issued.
3.2 Signature. Each share certificate shall be signed, by the
President or a Vice President and the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer,
and sealed with the corporate seal, which may be facsimile. If an officer
who has signed a certificate, personally or by facsimile, ceases to be an
officer before the certificate is delivered, the certificate may be issued
as if the signatory remained in office.
3.3 Lost Certificates. The Board of Directors shall cause the issuance
of a new certificate as a replacement for a certificate claimed to have
been lost, destroyed or wrongfully taken, upon submission of an affidavit
of the person making the claim of the loss, destruction, or wrongful
taking. The Board of Directors may, in its discretion, require as a
condition to the issuance of a replacement certificate that the owner of
the certificate advertise the loss in such manner as the Board may
determine and/or give the corporation a bond in such sum and with such
sureties as the Board may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate claimed to
have been lost, destroyed or wrongfully taken.
3.4 Transfer of Shares. Upon surrender to the corporation or its
transfer agent of a share certificate duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction in its books.
3.5 Determination of Shareholders of Record. The Board of Directors
may fix a record date for the determination of the shareholders entitled to
notice of and to vote at a meeting, to receive payment of a dividend or
distribution, to receive an allotment of rights, or to exercise rights in
respect to a change, conversion or exchange of shares. In such case, only
the shareholders of record on the record date shall be entitled to notice
of or to vote at or participate
in such meeting or activity or event, notwithstanding any transfer of any
shares on the books of the corporation after the record date. If the Board
of Directors closes the transfer books during such period, it shall so
notify each shareholder in writing. The record date may not be more than 90
days prior to the meeting, activity, or event to which it relates.
3.6 Registered Shareholders. The corporation shall be entitled to
treat the holder of record of any shares as the holder in fact for all
purposes and shall not be bound to recognize any claim to or interest in
such share on the part of any other person. The corporation shall not be
liable for any improper or impermissible registration or transfer of shares
which are or to be registered in the name of a fiduciary or its nominee
unless the corporation had actual knowledge that the fiduciary or nominee
are committing a breach of trust in requesting such registration or
transfer, or the corporation had knowledge of such facts that its
participation in the registration or transfer amounts to bad faith.
3.7 Partial Written Consent. Any action required or permitted to be
taken at a meeting of the shareholders or of a class of shareholders may be
taken without a meeting upon the written consent of the shareholders who
would have been entitled to cast the minimum number of votes that would be
necessary to authorize the action at a meeting at which all shareholders
entitled to vote thereon were present and voting. The consents shall be
filed with the Secretary of the Corporation. The action shall not become
effective until after at least ten days' written notice of the action has
been given to each shareholder entitled to vote thereon who has not
consented thereto. This Section shall not be construed to restrict the
right of the shareholders or any class of shareholders to act without a
meeting by unanimous written consent.
ARTICLE IV - BOARD OF DIRECTORS
4.1 General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors, and all powers of the corporation are
hereby granted to and vested in the Board of Directors, except as otherwise
expressly provided in these By-Laws, the Articles of Incorporation, or by
law.
4.2 Composition and Selection. There shall be not more than nine
members of the Board of Directors. The shareholders shall determine the
number of members of the Board and shall elect directors at the annual
meeting of the shareholders, or at any special meeting called for that
purpose; provided that the initial Board shall have the power and authority
to determine the number of, and to elect, the members of the Board which
succeeds the initial Board, subject to the right of the shareholders at any
time to change such action and to remove and replace the directors so
elected.
4.3 Term. Directors shall serve for a term of at least one year, as
the shareholders may determine, or until their successors are duly
qualified and seated.
4.4 Regular Meetings. The Board may hold regular meetings at such
times and places as it may determine.
4.5 Special Meetings. Special meetings of the Board of Directors may
be called, at any time, by the President, or a majority of the members of
the Board, by submitting a written request therefor, stating the object of
the meeting, to the Secretary. The Secretary shall set the time and place
of the meeting, which shall be held not later than 30 days after the
receipt of the request. If the Secretary shall neglect or refuse to set the
time and place of the meeting, the
person or persons calling the meeting may do so. Business transacted at all
special meetings shall be confined to the subjects stated in the request
therefor and matters directly related and germane thereto.
4.6 Annual Meeting. There shall be an annual meeting of the Board of
Directors following each annual meeting of the shareholders. At the annual
meeting, the Board of Directors shall elect officers and transact such
other business as may be properly brought before the meeting.
4.7 Notices. Written notice of regular and annual meetings of the
Board of Directors, stating the time and place thereof shall be given to
all directors at least five days prior to the date of the meeting. Written
notice of special meetings of the Board of Directors shall be given to each
director at least 24 hours prior to the time of the meeting and shall state
the business to be transacted at the meeting.
4.8 Quorum. A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, and the acts of a
majority of directors present and voting at a meeting at which a quorum is
present shall be the acts of the Board of Directors. In the event that a
quorum is not present at any meeting of the Board of Directors, the
directors present may adjourn the meeting without any notice of the time
and place of the adjourned meeting except for announcement at the meeting
at which adjournment is taken.
4.9 Vacancies. If the office of a director shall become vacant for any
reason, including an increase in the number of directors, the shareholders
shall elect a successor, who
shall hold office for the unexpired term for which the vacancy occurred or
until his or her successor is duly qualified and seated.
4.10 Alternate Directors. A shareholder or group of shareholders
entitled to elect, appoint, designate or otherwise select one or more
directors may select an alternate for each such director. In the absence of
a director from a meeting of the Board, his or her alternate may, in the
manner and upon the notice provided in these By-Laws, attend the meeting or
execute a written consent and exercise at the meeting or in such consent
all of the powers of the absent director.
4.11 Removals and Resignations. The shareholders may remove a director
from office at any time, with or without cause. A director may resign at
any time by submitting a written resignation to the Chairman, or if there
is no Chairman to the President, or in the case of a resignation of the
Chairman to any officer. A resignation need not be accepted to be
effective.
ARTICLE V - COMMITTEES
5.1 Establishment. The Board of Directors may establish one or more
standing or special committees, including without limitation an executive
committee. Except as otherwise provided in these By-Laws, the Articles of
Incorporation, or applicable law, any committee may exercise such powers
and functions as the Board of Directors may from time to time determine.
5.2 Committee Members. The Chairman, if any, or the President, if
there is no Chairman, shall appoint all committee members and committee
chairpersons and may appoint alternates for any member or chairperson of
any committee. Members of a committee need not be directors.
ARTICLE VI - OFFICERS
6.1 Officers. The officers of the corporation shall be chosen by the
Board of Directors and shall include either or both of a Chairman and
President, a Treasurer, a Secretary, and such Vice Presidents and assistant
officers as the Board of Directors may determine that the needs of the
corporation require. All officers shall be natural persons of full age, and
any two or more offices may be held by the same person.
6.2 Election and Term. The Chairman, President, each Vice President,
Treasurer and Secretary shall be elected by the Board of Directors at its
annual meeting or at an appropriate special meeting and shall serve for a
term of one year, or until their successors are duly elected and qualified.
All assistant officers shall be elected or appointed at such times and for
such terms as the Board of Directors may determine. Any vacancy in any
office shall be filled by the Board.
6.3 Duties and Functions
A. The officers shall have and exercise such duties and functions as
usually attach to their offices, with such additional duties and functions
and subject to such limitations as may be provided in these By-Laws or
established by the Board. Subject to the authority of the Board, Vice
Presidents and assistant officers shall be subject to the direction and
control of the Chief Executive Officer.
B. If there is both a Chairman and a President, the Chairman shall be
Chief Executive Officer and the President Chief Operating Officer of the
corporation. Otherwise, the Chairman or the President, as appropriate,
shall be Chief Executive and Chief Operating Officer.
6.4 Removals and Resignations. The Board of Directors may at any time
remove any officer from office, with or without cause. Any officer may
resign at any time by giving written notice of resignation to the officer
serving as Chief Executive Officer or, in the case of the resignation of
the Chief Executive Officer, to any other officer. A resignation need not
be accepted to be effective.
ARTICLE VII - LIMITATION OF LIABILITY AND INDEMNIFICATION
7.1. Limitation of Liability. Directors of this corporation shall not
be personally liable for monetary damages as such for any action or failure
to take action other than as expressly provided in 15 Pa. C.S.A. ss.513 and
15 Pa. C.S.A. ss.ss.1713 and 1721 and any amendments thereto. It is the
intention of this Section 7.1 to limit the liability of directors of this
corporation to the fullest extent permitted by 15 Pa. C.S.A. ss.ss.513,
1713 and 1721, or future provision of Pennsylvania law.
7.2 Indemnification. The corporation shall indemnify every director
and officer, and may indemnify any employee or agent, to the full extent
permitted by the Pennsylvania Business Corporation Law of 1988, the
Pennsylvania Directors' Liability Act and any other present or future
provisions of Pennsylvania law. The corporation shall pay and advance
expenses to directors and officers for matters covered by indemnification
to the full extent permitted by such law, and may similarly pay and advance
expenses for employees and agents. This Section 7.2 shall not exclude any
other indemnification or other rights to which any party may be entitled in
any manner.
ARTICLE VIII - NOTICES
8.1 Manner of Giving Notice. Whenever written notice is required or
permitted, by these By-Laws or otherwise, to be given to any person or
entity, it may be given either personally or by sending a copy thereof by
first class mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answer back received) or courier service,
charges prepaid, or by telecopier, to the address of the appropriate person
or entity (or to the telex, TWX, telecopier or telephone number) as it
appears on the books of the corporation. If notice is sent by telecopier,
notice shall be deemed to have been given upon receipt. If the notice is
sent by mail or telegraph, it shall be deemed to have been given when
deposited in the United States Mail or with a telegraph office for
transmission.
8.2 Waiver of Notice. Whenever a written notice is required, by these
By-Laws or otherwise, a waiver of such notice in writing, signed by the
person or persons or on behalf of the entity or entities entitled to
receive the notice shall be deemed equivalent to the giving of such notice,
whether the waiver is signed before or after the time required for such
notice. Except as otherwise required by law, the waiver of notice need not
state the business to be transacted at nor the purpose of the meeting,
except that the waiver of notice of a special meeting of the shareholders
or the Board of Directors shall specify the general nature of the business
to be transacted at the meeting.
8.3 Waiver by Attendance. Attendance at any meeting shall constitute
waiver of notice of such meeting, except where a person attends a meeting
for the express purpose of
objecting at the beginning of the meeting, to the transaction of business
because the meeting was not called or convened upon proper notice.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1 Fiscal Year. The fiscal year of the corporation shall be as the
Board of Directors may determine.
9.2 Participation by Telecommunications. One or more persons may
participate in a meeting of the Board of Directors or of any committee by
means of a conference telephone or similar communications equipment by
which all persons participating in the meeting can hear one another.
Participation in a meeting pursuant to this section shall constitute the
presence in person at such meeting.
9.3 Dividends. The Board of Directors may, at any meeting, declare
dividends upon the shares of the corporation to be paid in cash, property
or shares, subject to any limitations in the Articles of Incorporation or
applicable law. Before payment of any dividend, the Board may set aside out
of any funds of the corporation available for dividends such sum as the
Board, in its absolute discretion, thinks proper to meet contingencies,
equalize dividends, repair or maintain corporate property, or serve such
other purpose as the Board thinks in the best interest of the corporation,
and the Board may modify or abolish any such reserve in the manner in which
it was created.
9.4 Financial Reports to Shareholders. Unless otherwise agreed by a
shareholder, the Board shall send to each shareholder financial statements
of the corporation which include a balance sheet as of the end of each
fiscal year and a statement of income and expenses for the
fiscal year, which may be consolidated statements of the corporation and
one or more of its subsidiaries (if any). The financial statements shall be
mailed to each shareholder entitled thereto within 120 days after close of
each fiscal year and, after the mailing and upon written request, to any
shareholder or beneficial owner entitled thereto to whom a copy of the most
recent annual financial statement has not previously been mailed.
ARTICLE X - AMENDMENTS
10.1 Amendments. These By-Laws may be adopted, amended or repealed, in
whole or in part, by the shareholders or by the Board of Directors, subject
to the power of the shareholders to change any such action by the Board.