Exhibit 3.10
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BYLAWS
OF
BUSTER BROWN & CO.
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Adopted October 22, 2004
BYLAWS
OF
BUSTER BROWN & CO.
ARTICLE I.
SHAREHOLDERS' MEETINGS
Section 1.1 Annual Meetings. An annual meeting of shareholders shall
be held on the 2nd Wednesday of March in each year if not a legal holiday or, if
a legal holiday, on the next succeeding business day not a legal holiday;
provided, however, the day fixed for such meeting in any year may, by resolution
of the board of directors, be changed to such other day in March, not a legal
holiday, as the board of directors may deem to be desirable or appropriate.
Every meeting of the shareholders shall be convened at the hour stated in the
notice for said meeting and continue until declared adjourned by a vote of the
shareholders present or declared adjourned by the presiding officer. At such
meeting, a board of directors shall be elected by the cumulative voting
procedures prescribed by the Missouri statutes, and such other business shall be
transacted as may properly be brought before the meeting.
Section 1.2 Notice of Annual Meeting. Written or printed notice of
the annual meeting stating the place, day and hour of the meeting shall be
delivered or given, either personally or by mail, to each shareholder of record
entitled to vote thereat at such address as appears on the books of the
corporation, not less than ten or more than seventy days before the date of the
meeting.
Section 1.3 Special Meetings. Special meetings of the shareholders
or of the holders of any special class of stock of the corporation may be called
by the chairman of the board or the president at any time unless otherwise
provided by law, and shall be directed to do so by
resolution of the board of directors or whenever shareholders owning not less
than one fifth of all the shares issued and outstanding and entitled to vote at
the particular meeting shall request such a meeting in writing. Such request
shall be delivered to the president of the corporation and shall state the
purpose or purposes of the proposed meeting. Upon such direction or request, it
shall be the duty of the president to call a special meeting of the shareholders
to be held at anytime, not less than ten (10) nor more than seventy (70) days
thereafter, as the president may fix. If the president shall neglect to issue
such call, the person or persons making such direction or request may issue the
call. The business transacted at any special meeting of shareholders shall be
confined to the purposes stated in the notice.
Section 1.4 Notice of Special Meeting. Written or printed notice of
a special meeting of shareholders, stating the place, day, hour and purpose or
purposes thereof, shall be delivered or given, either personally or by mail, to
each shareholder of record entitled to vote thereat at such address as appears
on the books of the corporation, not less than ten or more than seventy days
before the date of the meeting.
Section 1.5 Place of Meetings. All meetings of the shareholders
shall be held at the principal business office of the corporation or at such
other place as the board of directors may specify in the notice of such meeting.
Section 1.6 Quorum; Adjournment. A majority of the shares issued and
outstanding and entitled to vote thereat, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time
for successive periods of not more than ninety days, without notice other than
announcement at the meeting, until a quorum shall
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be present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally scheduled.
Section 1.7 Voting. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares having voting power represented
in person or by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes, the
articles of incorporation, or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
questions.
At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by a
proper instrument in writing subscribed by the shareholder or by his/her duly
authorized attorney in fact. Each shareholder shall have one vote for each share
having voting power, registered in his/her name on the books of the corporation.
Without limiting the manner in which a shareholder may authorize a
person to act for the shareholder as proxy pursuant to this section, the
following shall constitute a valid means by which a shareholder may grant such
authority:
(a) A shareholder or the shareholder's duly authorized attorney-in-
fact may execute a writing authorizing another person to act for the shareholder
as proxy. Execution may be accomplished by the shareholder or duly authorized
attorney-in-fact signing such writing or causing the shareholder's signature to
be affixed to such writing by any reasonable means, including, but not limited
to, facsimile signature;
(b) A shareholder may authorize another person to act for the
shareholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, facsimile or other means of electronic transmission, or by
telephone, to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the
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person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram, facsimile or other means of
electronic transmission, or telephonic transmission shall either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram, facsimile or other electronic transmission, or telephonic
transmission was authorized by the shareholder. If it is determined that such
telegrams, cablegrams, facsimiles or other electronic transmissions, or
telephonic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making such determination shall specify the
information upon which they relied. "Electronic transmission" shall mean any
process of communication not directly involving the physical transfer of paper
that is suitable for the retention, retrieval, and reproduction of information
by the recipient.
Section 1.8 Action by Consent. Any action which may be taken at any
meeting of the shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Section 1.9 Waiver of Notice. Whenever any notice is required to be
given, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE II.
DIRECTORS
Section 2.1 Number, Election and Term.
Unless and until changed by the board of directors by amendment to this by
law, the number of directors to constitute the board of directors shall be
three. Any changes in the number of members of the board of directors shall be
reported to the Secretary of State within thirty calendar days of such change.
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The directors shall be elected at the annual meeting of the
shareholders, and each director shall serve until the next succeeding annual
meeting of shareholders and until his/her successor shall have been elected and
qualified.
Resignation; Vacancy. Any director of the corporation may resign at
any time by giving written notice of such resignation to the board of directors,
the chairman of the board, the president, any vice president or the secretary of
the corporation. Any such resignation shall take effect at the time specified
therein or, if no time be specified, upon receipt thereof by the board of
directors or one of the above named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
If the office of a director becomes vacant for any reason, the
remaining directors shall choose a successor or successors who shall hold office
for the unexpired term in respect of which such vacancy occurred or until the
next election of directors.
Section 2.2 First Meeting of Newly Elected Board. The first meeting
of each newly elected board shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting provided a quorum shall be present, or they may meet
at such place and time as shall be fixed by the consent in writing of all the
directors.
Section 2.3 Regular Meetings. Regular meetings of the board of
directors shall be held at such places, within or without the State of Missouri,
and on such days and at such times as shall be fixed from time to time by the
board of directors. Notice of such regular meetings need not be given.
Section 2.4 Special Meetings. Special meetings of the board may be
held at any time and place, within or without the State of Missouri, upon the
call of the chairman of the board, the president or secretary of the corporation
by oral, written, telegraphic, facsimile transmission or
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any other mode of notice duly given, sent or mailed to each director, at such
director's last known address, not less than two (2) days before such meeting
provided.
Section 2.5 Quorum; Adjournment. At all meetings of the board, a
majority of the directors 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
statute. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting, from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 2.6 Place of Meetings. The directors may hold their meetings
at the principal business office of the corporation or at such other place as
they may determine.
Section 2.7 Board Committees. The board may designate an executive
committee and one or more other committees, each committee to consist of one or
more directors of the corporation. Any such committee, to the extent provided in
any such resolution, shall have and may exercise all the powers and authority of
the board in the management of the business and affairs of the corporation.
Section 2.8 Participation via Conference Telephone. Members of the
board of directors or of any committee designated by the board of directors may
participate in a meeting of the board or committee by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and participation in a meeting in this
manner shall constitute presence in person at the meeting.
Section 2.9 Waiver of Notice. Whenever any notice is required to be
given, a waiver thereof in writing, by telegram or facsimile transmission from
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
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Section 2.10 Attendance Constitutes Waiver of Notice. Attendance of
a director at any meeting shall constitute a waiver of notice of the meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 2.11 Action by Consent. Any action which is required to be
or may be taken at a meeting of the directors may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by all the
directors.
Section 2.12 Compensation of 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 herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE III.
OFFICERS
Section 3.1 Number, Election, Salary and Term. The officers of the
corporation shall be a president and a secretary who shall be chosen by the
board of directors at its first meeting after each annual meeting of
shareholders. The board of directors may also choose a chairman of the board,
one or more vice chairmen, one or more vice presidents, one or more of which may
be designated as senior vice presidents or executive vice presidents, a
treasurer, and one or more assistant secretaries and assistant treasurers.
The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board.
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The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.
The officers of the corporation shall hold office until their
successors are chosen. Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of
the whole board of directors. If the office of any officer becomes vacant for
any reason, the vacancy shall be filled by the board of directors.
Section 3.2 Chief Executive Officer. The chief executive officer
shall have general and active management of the affairs of the corporation.
Section 3.3 Chairman of the Board. The chairman of the board, if
any, shall preside at all meetings of the shareholders and directors at which
he/she is present and shall perform such other duties as the board of directors
or these bylaws may prescribe.
Section 3.4 Vice Chairmen. In the absence of the chairman of the
board, the vice chairmen, if any, in order of their seniority, shall perform the
duties and exercise the powers of the chairman of the board, preside at all
meetings of the shareholders and directors at which any are present and perform
such other duties as the board of directors may prescribe.
Section 3.5 President/Chief Executive Officer. In the absence of the
chairman of the board and any vice chairmen, the president shall preside at all
meetings of the shareholders and directors at which he/she is present. If no
officer has been expressly designated as chief executive officer by the board of
directors, the president shall be chief executive officer of the corporation,
with the powers and duties which attach to such position. He/she shall perform
such duties as the board of directors may prescribe and shall see that all
orders and resolutions of the board are carried into effect.
The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where permitted by
law to be otherwise signed and
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executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation.
Section 3.6 Senior Vice Presidents and Executive Vice Presidents.
Senior vice presidents and executive vice presidents shall perform such duties
and exercise such powers as shall be delegated by the chief executive officer or
as shall be designated by the board of directors.
Section 3.7 Vice Presidents. Vice presidents shall perform such
duties and exercise such powers as shall be delegated by the chief executive
officer or as shall be designated by the board of directors.
Section 3.8 Secretary and Assistant Secretaries. The secretary shall
keep or cause to be kept a record of all meetings of the shareholders and the
board of directors and record all votes and the minutes of all proceedings in a
book to be kept for that purpose. He/she 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 chief executive officer, under whose supervision he/she shall
be. He/she shall keep in safe custody the seal of the corporation and shall
affix the same to any instrument requiring it.
The assistant secretaries, if any, in order of their seniority
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties as the
board of directors may prescribe.
Section 3.9 Treasurer and Assistant Treasurers. The treasurer, if
any, shall have the custody of the corporate funds and securities, shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the corporation, shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors and shall perform such other duties as the board of
directors may prescribe.
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The treasurer shall disburse the funds of the corporation as may be
ordered by the board, taking proper vouchers for such disbursements, and shall
render to the chairman of the board, chief executive officer, president and
directors, at the regular meetings of the board, or whenever they may require
it, an account of all his/her transactions as treasurer and of the financial
condition of the corporation.
If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of his/her
office and for the restoration to the corporation, in case of his/her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his/her possession or under his/her
control belonging to the corporation.
The assistant treasurers, if any, in the order of their seniority
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties as the
board of directors may prescribe.
ARTICLE IV.
CAPITAL STOCK
Section 4.1 Share Certificates. The certificates representing shares
of the corporation shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the president and the secretary or by such
other officers authorized so to do by law and shall bear the corporate seal or a
facsimile thereof.
Section 4.2 Transfer of Stock. Upon surrender to the corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority
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to transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 4.3 Registered Shareholders. The corporation shall be
entitled to treat the holder of record of any share or shares as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
Section 4.4 Closing of Transfer Books and Fixing of Record Date. The
board of directors shall have the power to close the transfer books of the
corporation for a period not exceeding fifty (50) days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect; provided, however, that in lieu of
closing the transfer books as aforesaid, the board of directors may fix in
advance a date, not exceeding fifty (50) days preceding the date of any meeting
of shareholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or entitled to exercise the rights in respect of
any such change, conversion or exchange of shares. In such case only the
shareholders who are shareholders of record on the record date so fixed shall be
entitled to such notice of and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the date of closing
of the transfer books or the record date fixed as aforesaid.
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Section 4.5 Lost Certificate. The holder of any shares of stock of
the corporation shall immediately notify the corporation and its transfer agents
and registrars, if any, of any loss or destruction of the certificates
representing the same. The corporation may issue a new certificate in the place
of any certificate theretofore issued by it which is alleged to have been lost
or destroyed and the board of directors may require the owner of the lost or
destroyed certificate or such owner's legal representative to give the
corporation a bond in such sum and in such form as the board of directors may
direct or approve, and with such surety or sureties as may be satisfactory to
the board of directors, to indemnify the corporation and its transfer agents and
registrars, if any, against any claim or liability that may be asserted against
or incurred by it or any transfer agent or registrar on account of the alleged
loss or destruction of any such certificate or the issuance of such new
certificate. A new certificate may be issued without requiring any bond when, in
the judgment of the board of directors, it is proper so to do. The board of
directors may delegate to any officer or officers of the corporation any of the
powers and authorities contained in this section.
ARTICLE V.
DIVIDENDS
Dividends upon the issued shares of the corporation may be declared
by the board of directors at any regular or special meeting pursuant to law.
Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
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ARTICLE VI.
FISCAL YEAR
The fiscal year of the Company shall be determined as ending on the
Saturday nearest to each January thirty-first, and each ensuing fiscal year
shall commence on the day following the ending date of the immediately preceding
fiscal year as so determined. . Article VII.
SEAL
The corporate seal shall have inscribed thereon the name of the
corporation, the state of incorporation, the words, Corporate Seal, and such
other inscriptions as the board of directors may deem appropriate. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII.
INDEMNIFICATION OF AND INSURANCE ON
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 8.1 Indemnification. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he/she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent provided by law.
Section 8.2 Insurance. The directors shall have the power to cause
the corporation to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation
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as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability against him and
incurred by him in any such capacity, arising out of his/her status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
ARTICLE IX.
ALTERATION, AMENDMENT OR REPEAL OF BYLAWS
All bylaws of the corporation may be amended, altered or repealed,
and new bylaws may be made, by the affirmative vote of a majority of the
directors cast at any regular or special meeting at which a quorum is present
provided that such authority has been delegated to the board of directors by the
Articles of Incorporation; subject to the right of the shareholders to amend,
alter or repeal those bylaws by the affirmative vote of the holders of record of
a majority of the outstanding shares of stock of the corporation entitled to
vote cast at any annual or special meeting.
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