Exhibit 4.2


 


FIFTH AMENDED AND RESTATED


BY-LAWS


OF


CHRISTOPHER & BANKS CORPORATION


 


ARTICLE I.

STOCKHOLDERS


 


Section 1.  Annual Meetings.  The annual meeting of the
stockholders for the election of directors and the transaction of other
business as may come before the meeting shall be held each year on such date,
time and place as shall be fixed by resolution of the Board of Directors.


 


Section 2.  Special Meetings.  Special meetings of the
stockholders for any purpose or purposes may be called only by the Chair (“Chair”)
of the Board or the Board of Directors.


 


Section 3.  Place of Meetings.  Except as otherwise
provided in these By-Laws, all meetings of the stockholders shall be held at
such dates, times and places, within or without the State of Delaware, as shall
be determined by the Board of Directors or the Chief Executive Officer of the
Corporation and as shall be stated in the notice of the meeting or in waivers
of notice thereof.  If the place of any
meeting is not so fixed, it shall be held at the registered office of the
Corporation in the State of Delaware.


 


Section 4.  Notice of Meetings.  Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given that shall state the place, date, and time of the
meeting and the purpose or purposes for which the meeting is called and shall
indicate who called the meeting.  A copy
of the notice of any meeting shall be given, personally or by mail, not less than
ten (10) nor more than sixty (60) days before the date of the meeting, to
each stockholder entitled to vote at the meeting.  If mailed, the notice shall be given when
deposited in the United States mail, postage prepaid, and shall be directed to
each stockholder at the stockholder’s address as it appears on the record of
stockholders, unless he or she shall have filed with the Secretary of the
Corporation a written request that notices to him or her be mailed to some
other address, in which case it shall be directed to him or her at the other
address.  Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend the meeting, except any stockholder who shall attend such meeting for
the express purpose of objecting at the beginning thereof to the transaction of
any business because the meeting is not lawfully called or convened, or who
shall submit, either before or after the meeting, a signed waiver of
notice.  Unless the Board, after the
adjournment, shall fix a new record date for an adjourned meeting or unless the
adjournment is for more than thirty (30) consecutive days, notice of an
adjourned meeting need not be given if the place, date and time to which the
meeting shall be adjourned is announced at the meeting at which the adjournment
is taken.


 


Section 5.  Quorum.  Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, at each meeting of
stockholders, the holders of a majority of the shares of each class entitled to
vote thereat, present, in person or by proxy, shall constitute a quorum for the
transaction of business by such class.


 


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Section 6.  Voting.  At each meeting of stockholders, every
stockholder of record shall be entitled to cast one vote for every share of
stock held in her or his name on the books of the Corporation on the record
date and entitled to vote at such meeting. 
A stockholder may vote in person or by proxy.  Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation, or by these By-Laws, any
corporate action to be taken by a vote of the stockholders, other than the
election of directors, shall be authorized by not less than a majority of the
votes cast at a meeting by the stockholders present, in person or by proxy, and
entitled to vote thereon.  Directors
shall be elected as provided in Section 3 of Article II of these
By-Laws.  Written ballots shall not be
required for voting on any matter unless ordered by the Chair of the meeting.


 


Section 7.  Action Without a Meeting.  Any action required or
permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders.


 


Section 8.  List of Stockholders.  At least ten (10) days
before every meeting of stockholders, a list of the stockholders (including
their addresses) entitled to vote at the meeting and their record holdings as
of the record date shall be open for examination by any stockholder, during
ordinary business hours, on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with notice of the meeting, or, if not so provided, at the principal place of business
of the Corporation (by contacting the Corporate Secretary).  The list also shall be kept at and be
available throughout the meeting.


 


Section 9.  Rules of Conduct.  The Board of Directors or
the Chair may adopt such rules, regulations and procedures for the conduct of
any meeting of the stockholders as it deems appropriate including, without
limitation, rules, regulations and procedures regarding participation in the
meeting by means of remote communication. 
Except to the extent inconsistent with any applicable rules, regulations
or procedures adopted by the Board of Directors, the Chair of any meeting may
adopt such rules, regulations and procedures for the meeting, and take such
actions with respect to the conduct of the meeting, as the Chair of the meeting
deems appropriate.  The rules,
regulations and procedures adopted may include, without limitation, rules that
(i) establish an agenda or order of business, (ii) are intended to
maintain order and safety at the meeting, (iii) restrict entry to the
meeting after the time fixed for its commencement and (iv) limit the time
allotted to stockholder questions or comments. 
Unless otherwise determined by the Board of Directors or the Chair,
meetings of the stockholders need not be held in accordance with the rules of
parliamentary procedure.


 


Section 10.  Proxies.  Each stockholder entitled
to vote at a meeting of stockholders may authorize another person or persons to
act for such stockholder by proxy as permitted by the General Corporation Law
of the State of Delaware.


 


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Section 11.  Notice of Nominations and Other Business
at Annual Meetings.


 


(a)                                  Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only through any
one of the following means:  (1) pursuant
to the Corporation’s notice of meeting, (2) by or at the direction of the
Board of Directors or (3) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of the notice by the stockholders
provided for in this Section, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section.


 


(b)                                 For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (3) of paragraph (a) of
this Section, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and such other business must be a proper
matter for stockholder action. To be timely, a stockholder’s notice shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred
twentieth (120th)
day prior to the first anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed by more than thirty (30) days
from such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to
such annual meeting and not later than the close of business on the later of
the ninetieth (90th)
day prior to such annual meeting or, if the first public announcement is less
than one hundred twenty (120) days prior to the date of such meeting, the tenth
(10th) day following
the day on which public announcement of the date of such meeting is first
made.  In no event shall any adjournment
or postponement of an annual meeting or the announcement thereof commence a new
time period for the giving of a stockholder’s notice as described above.


 


Such
stockholder’s notice shall set forth (1) as to each person whom the
stockholder proposes to nominate for election or reelection as a director (i) 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 (the “Exchange Act”) (including such person’s written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected), (ii) the class and number of shares of the Corporation which
are owned beneficially and of record by such person or any Associated Person of
such person and (iii) any other direct or indirect positions, agreements
or understandings to which such person or any Associated Person of such person
is a party (including hedged positions, short positions, options, derivatives,
convertible securities and any other stock appreciation or voting interests) which
provide the opportunity to profit or share in any profit derived from any
increase or decrease in the value of the shares of the Corporation; (2) as
to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder or any Associated Person
of such stockholder, including any agreements such stockholder or any
Associated Person of such stockholder may have with others in connection with
such business; and (3) as to the stockholder giving the notice (i) the
name and address of such stockholder, as they appear on the Corporation’s
books, (ii) the class and number 


 


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of
shares of the Corporation which are owned beneficially and of record by such
stockholder or any Associated Person of such stockholder and (iii) any
other direct or indirect positions, agreements or understandings to which such
stockholder or any Associated Person of such stockholder is a party (including
hedged positions, short positions, options, derivatives, convertible securities
and any other stock appreciation or voting interests) which provide the
opportunity to profit or share in any profit derived from any increase or
decrease in the value of the shares of the Corporation.


 


(c)                                  Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to serve as
directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. 
Except as otherwise provided by law, the Chair of the meeting shall have
the power and duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the procedures set
forth in this Section and, if any proposed nomination or business is not
in compliance with these By-Laws, to declare that such defective proposed
business or nomination shall be disregarded.


 


(d)                                 For the purposes of this Section, “public announcement” shall mean
disclosure in a press release reported by (i) the Dow Jones News Service,
Associated Press or a comparable national news service or (ii) in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.


 


(e)                                  For the purposes of this Section, “Associated Person” of any
stockholder or proposed nominee shall mean (i) any member of the immediate
family of such stockholder or proposed nominee sharing the same household with
such stockholder or proposed nominee; (ii) any person controlling,
controlled by, or under common control with, such stockholder or proposed
nominee; (iii) any person acting in concert or as part of a group (within
the meaning of the Exchange Act and the regulations promulgated thereunder)
with such stockholder or proposed nominee; or (iv) any beneficial owner of
shares of stock of the Corporation that are owned (of record or beneficially)
by such stockholder or proposed nominee.


 


(f)                                    Nothing in this Section shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to and in compliance with Rule 14a-8 under the Exchange
Act.


 


Section 12.  Record Date.  If the Corporation
proposes to take any action for which the General Corporation Law of the State
of Delaware would permit it to set a record date, the Board of Directors may
set such a record date as provided under the General Corporation Law of the
State of Delaware.


 


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ARTICLE II.

BOARD OF DIRECTORS


 


Section 1.  General Power.  The property, business and
affairs of the Corporation shall be managed by or under the direction of its
Board of Directors.  The Board of
Directors may delegate its authority, subject to reasonable supervision, to any
committee, officer or agent and grant the power to sub-delegate.


 


Section 2.  Number.  Except as otherwise provided in the
Certificate of Incorporation of the Corporation, the number of directors of the
Board of Directors shall be fixed from time to time by the majority vote of the
entire Board of Directors.  No decrease
in the number of directors constituting the Board of Directors shall shorten
the term of any incumbent director.


 


Section 3.  Election and Term of Directors.  Each of the directors
shall hold office until the annual meeting of stockholders next held after such
director’s election and until such director’s successor shall have been elected
and shall qualify, or until the earlier death, resignation, removal or
disqualification of such director.


 


Except
as otherwise provided in the Certificate of Incorporation of the Corporation,
directors shall be elected by a plurality of the votes cast.


 


Section 4.  Resignations.  Any director may resign at
any time by giving written notice of his or her resignation to the
Corporation.  A resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not
be necessary to make it effective.


 


Section 5.  Removal.  Any director may be
removed by the stockholders of the Corporation only by the affirmative vote of
a majority of the stockholders then entitled to vote in the election of directors.


 


Section 6.  Newly Created Directorships and Vacancies.  Except as otherwise
provided in the Certificate of Incorporation of the Corporation, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors. 
Any director elected in accordance with the preceding sentence shall
hold office until the next annual meeting of stockholders and until such
director’s successor shall have been elected and qualified.  No decrease in the number of directors shall
shorten the term of any incumbent director.


 


Section 7.  Regular Meetings.  At such times as it deems
appropriate, the Board of Directors shall meet for the purposes of the election
of officers and the transaction of other business.  Other regular meetings of the Board of
Directors shall be held at such places, dates, and times as may be fixed from
time to time by the Board of Directors. 
Notice of regular meetings need not be given, except as otherwise
required by law.


 


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Section 8.  Special Meetings.  A special meeting of the
Board of Directors may be called by the Chief Executive Officer (if a member of
the Board of Directors), the Chair or by any two (2) directors and shall
be held at such time and place as are fixed in the call of the meeting.  Notice of each special meeting shall be given
(i) in person or by telephone to the director at least twenty-four (24)
hours in advance of the meeting, (ii) by personally delivering written
notice to the director’s last known business or home address at least
forty-eight (48) hours in advance of the meeting, (iii) by delivering an
electronic transmission (including, without limitation, via telefacsimile or
electronic mail) to the director’s last known facsimile number or email address
for receiving electronic transmissions of that type at least forty-eight (48)
hours in advance of the meeting, (iv) by depositing written notice with a
reputable delivery service or overnight carrier addressed to the director’s
last known business or home address for delivery to that address no later than
the business day preceding the date of the meeting or (v) by depositing
written notice in the U.S. mail, postage prepaid, addressed to the
director’s last known business or home address no later than the third business
day preceding the date of the meeting. 
Timely notice of any meeting need not be given to any director who shall
submit, either before or after the meeting, a signed waiver of notice or who
shall attend the meeting, except if such director shall attend for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened.  Notice of any adjourned meeting, including the
place, date and time of the new meeting, shall be given to all directors not
present at the time of the adjournment, as well as to the other directors
unless the place, date and time of the new meeting is announced at the
adjourned meeting.  Each notice shall
state the time and place of the meeting but need not state the purposes
thereof.


 


Section 9.  Quorum and Manner of Acting.  At each meeting of the
Board of Directors the presence of a majority of the total number of directors
shall be required to constitute a quorum for the transaction of business, and
the vote of a majority of the directors present at the time of the vote, if a
quorum is present at that time, shall be the act of the Board of
Directors.  A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to another
place, date and time.  Members of the
Board of Directors or any committee designated by the Board of Directors may
participate in meetings of the Board of Directors or any such committee by means
of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.


 


Section 10.  Written Consent.  Any action required or
permitted to be taken by the Board of Directors or any committee of the Board
of Directors may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.


 


Section 11.  Compensation.  The Board of Directors
shall have the authority to fix the compensation of directors for services in
any capacity and to provide that the Corporation shall reimburse each director
for any expenses paid by him or her on account of his or her attendance at any
regular or special meeting of the Board. 
Nothing herein contained shall be construed so as to preclude any
director from serving the Corporation in any other capacity, or from serving
any of its stockholders, subsidiaries or affiliated corporations in any
capacity and receiving proper compensation therefor.


 


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Section 12.  Executive and Other Committees of
Directors.  The Board of Directors may, by resolution
passed by a majority of the members of the Board of Directors, designate an
Executive Committee and one or more other committees, each consisting of one or
more directors of the Corporation and each having such authority as the Board
of Directors may by resolution provide in accordance with the laws of the State
of Delaware.  The Board of Directors may
authorize any such committee to exercise all or some of the powers and
authority of the Board of Directors in the management of the property, business
and affairs of the Corporation.  Subject
to any requirements of law, each committee shall take action in accordance with
such rules as are provided by resolution of the Board of Directors or as
the committee members shall unanimously agree upon.


 


Section 13.  Chair of the Board.  The Board shall elect a Chair of
the Board from among the members of the Board. 
The Chair may be either a non-employee director or a director who is
also an executive officer of the Company. 
The Chair shall preside at all meetings of the Board and shall perform
such other duties as may be directed by the Board or as otherwise set forth in
these By-Laws.


 


Section 14.  Vice Chair of the Board.  The Board may elect a
Vice Chair of the Board from among the members of the Board.  The Vice Chair may be either a non-employee
director or a director who is also an executive officer of the Company.  If the Board has elected a Vice Chair of the
Board, the Vice Chair shall perform such duties as may be designated by the Chair,
subject to the direction of the Board.


 


Section 15.  Place of Meeting.  Except as otherwise
provided in these By-Laws, all meetings of the Board of Directors shall be held
at such places, within or without the State of Delaware, as the Board of Directors
determines from time to time.


 


Section 16.  Conduct of Meetings.  At each meeting of the
Board of Directors, the Chair of the Board of Directors or, in his or her
absence, a director designated by the Chair or a director chosen by a majority
of the directors present, shall act as Chair of the meeting.  The Secretary or, in his or her absence, any
person appointed by the Chair of the meeting, shall act as Secretary of the
meeting and keep the minutes thereof. 
The order of business at all meetings of the Board of Directors shall be
as determined by the Chair of the meeting.


 


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ARTICLE III.

OFFICERS


 


Section 1.  Officers Enumerated.  The officers of the
Corporation shall be a Chief Executive Officer, President, one or more Vice
Presidents, a Secretary, and a Chief Financial Officer, and such other officers
as the Board of Directors may in its discretion elect.  Any two or more offices may be held by the
same person.


 


Section 2.  Election and Term of Office.  All officers shall be
elected by the Board of Directors at such times as the Board deems
appropriate.  Unless elected for a lesser
term, and subject always to the right of the Board of Directors to remove an
officer with or without cause, each officer shall hold office until his
successor has been elected and qualified.


 


Section 3.  Chief Executive Officer.  The
Chief Executive Officer shall be the principal executive officer of the
Corporation and shall be responsible for the general management, direction and
control of all of the business and affairs of the Corporation, subject only to
the supervision of the Board of Directors. 
In the absence or disability of any other officer of the Corporation,
the Chief Executive Officer may possess and perform the duties of that officer
and shall perform other such duties as the Board of Directors may prescribe.


 


Section 4.  The President.  The President shall have
such duties as may from time to time be prescribed by the Board of Directors or
be delegated by the Chief Executive Officer. 
The President shall report to the Chief Executive Officer if the
President is not also serving as Chief Executive Officer.


 


Section 5.  The Vice Presidents.  Each Vice President shall
have such powers and shall perform such duties as may be prescribed by the
Board of Directors or by the Chief Executive Officer.  The following categories of Vice Presidents
may be elected by the Board of Directors:


 


(i)                                     Executive Vice Presidents


 


(ii)                                  Senior Vice Presidents


 


(iii)                               Vice Presidents


 


Section 6.  The Secretary.  The Secretary shall issue
notices of all meetings of stockholders and of the directors whenever notice is
required.  He or she shall keep the
minutes of all meetings of stockholders and of the Board of Directors in a book
to be kept for that purpose.  He or she
shall sign such instruments as require his or her signature and shall posses
such other powers and perform such other duties as usually pertain to his or
her office or as the Board of Directors may prescribe.


 


Section 7.  Chief Financial Officer.  The Chief Financial
Officer shall have the care and custody of all the moneys and securities of the
Corporation.  He or she shall keep or
cause to be kept complete and accurate books of account of all moneys received
and paid on account of the Corporation. 
He or she shall sign such instruments as require his signature and shall
possess such other powers and perform such other duties as usually pertain to
his or her office or as the Board of Directors may prescribe.


 


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Section 8.  Assistant Officers.  If the Board of Directors
shall elect any Assistant Vice President, Assistant Secretary, or Assistant
Financial Officer, such assistant officer shall assist the officer to whom he
or she is assistant, shall possess that officer’s powers and perform that
officer’s duties in his or her absence or incapacity, and shall possess such
other powers and perform such other duties as the Board of Directors may
prescribe.


 


Section 9.  Resignations.  Any officer may resign at
any time by giving written notice of resignation to the Corporation.  A resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt, and, unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.


 


Section 10.  Vacancies.  If an office becomes
vacant for any reason, the Board of Directors may fill the vacancy, and each
officer so elected shall serve for the remainder of his predecessor’s term.


 


ARTICLE IV.

PROVISIONS RELATING TO STOCK

CERTIFICATES AND STOCKHOLDERS


 


Section 1.  Certificates.  Shares of the capital
stock of the Corporation may be certificated or uncertificated, as approved by
the Board of Directors and as provided under the General Corporation Law of the
State of Delaware.  Shares of stock
represented by certificates shall be in such form as shall be approved by the
Board of Directors.  Stock certificates
shall be signed in the name of the Corporation by (i) the Chair of the
Board of Directors, the President or any Vice President and (ii) the
Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the
Corporation.  Any or all of the
signatures on a certificate may be a facsimile. 
In case any officer, transfer agent or registrar who signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
an officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.


 


Section 2.  Lost Certificates, Etc.  Except as otherwise
provided in the Certificate of Incorporation of the Corporation, the
Corporation may issue a new certificate for shares in place of any certificate
theretofore issued by it, alleged to have been lost, mutilated, stolen or
destroyed, and the Board of Directors may require the owner of the lost,
mutilated, stolen or destroyed certificate, or his legal representatives, to
make an affidavit of that fact and 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 on account of the alleged loss, mutilation, theft or destruction of
the certificate or the issuance of a new certificate.


 


Section 3.  Transfers of Shares.  Transfers of stock shall
be on the books of the Corporation only by the record holder of such stock, or
by attorney lawfully constituted in writing, and, in the case of stock
represented by a certificate after due presentation of the stock certificates
therefor appropriately endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer.


 


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ARTICLE V. 

GENERAL


 


Section 1.  Dividends.  Subject to the provisions
of the Certificate of Incorporation, dividends upon the capital stock of the
Corporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law. 
Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.


 


Before
any 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 Board of Directors
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for such other purpose as
the Board of Directors shall think advisable for the interests of the
Corporation, and the Board of Directors may abolish such reserve.


 


Section 2.  Indemnification.  To the full extent
authorized, permitted, or allowed by law, whether or not specifically required
by Section 145 of the General Corporation Law of the State of Delaware or
any successor or supplemental provision, the Corporation shall indemnify any
person made or threatened to be made a party in any civil, criminal, or other
action, suit, or proceeding by reason of the fact that he or she, his or her
testator or intestate, is or was a director or officer of the Corporation or
any subsidiary of the Corporation, or is or was serving at the request of the
Corporation, confirmed in writing, as a director or officer of, or in a
comparable capacity for, another corporation, partnership, joint venture, trust
or other enterprise.


 


Section 3.  Fiscal Year.  The fiscal year of the
Corporation shall end at the close of business on that Saturday in February or
March which falls closest to the last day of February.


 


ARTICLE VI.

AMENDMENTS


 


Section 1.  By-Law Amendments.  The By-Laws of the
Corporation may be made, altered, or repealed by vote of the stockholders at
any annual meeting or at any special meeting called for the purpose or, except
as otherwise provided in these By-Laws or by law, by vote of a majority of the
authorized number of directors at any regular or special meeting.  No amendment of the provisions of these
By-Laws shall be effected if as a result thereof, these By-Laws would be in
conflict with the provisions of the Certificate of Incorporation of the
Corporation.


 


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