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Exhibit 3.1 AMENDED AND RESTATED BYLAWS of CLAIRES STORES, INC.
(a Florida corporation) Adopted August 18, 2004 ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in the
State of Florida shall be in the City of Pembroke Pines, County of Broward. Section 2. The Corporation may also have offices at such other places both
within and without the State of Florida as the Board of Directors may from time
to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. All meetings of the shareholders for the election of Directors
shall be held at the principal office of the Corporation in the State of
Florida or at such other place within or without the State of Florida as may
from time to time be fixed by the Board of Directors and as may be specified in
the respective notices of meeting or duly executed waivers of notice. Section 2. The annual meeting of shareholders shall be held on such date
and at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which meeting the
shareholders shall elect Directors by a plurality vote and transact such other
business as may properly be brought before the meeting. 1




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Section 3. Written notice of the annual meeting shall be given to each
shareholder entitled to vote thereat, no fewer than ten (10) days or more than
sixty (60) days before the date fixed for the meeting. When a meeting of the
shareholders is adjourned to another time and/or place, notice need not be
given of such adjourned meeting if the time and place thereof are announced at
the meeting of the shareholders at which the adjournment is taken, unless the
adjournment is for more than thirty (30) days or unless after the adjournment a
new record date is fixed for such adjourned meeting, in which event a notice of
such adjourned meeting shall be given to each shareholder of record entitled to
vote thereat. Notice of the time, place and purpose of any meeting of the
shareholders may be waived in writing either before or after such meeting and
will be waived by any shareholder by such shareholders attendance thereat in
person or by proxy. Any shareholder so waiving notice of such a meeting shall
be bound by the proceedings of any such meeting in all respects as if due
notice thereof had been given. Section 4. At least ten (10) days before every election of Directors, a
complete list of the shareholders entitled to vote at said election, arranged
in alphabetical order, with the residence of each and the number of voting
shares held by each, shall be prepared by the Secretary. Such list shall be
open to the examination of any shareholder for said ten days either at the
Corporations principal office, at a place within the city, town or village
where the election is to be held and which place shall be specified in the
notice of meeting, or at the office of the Corporations transfer agent or
registrar and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any shareholder
who may be present. Section 5. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding seventy (70) days preceding the date
of any meeting of 2




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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
capital stock shall go into effect or the date in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the stock books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding
seventy (70) 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 capital stock shall go
into effect or the date in connection with obtaining such consent, 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 to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such shareholders and
only such shareholders as shall be shareholders of record on the 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, or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. Section 6. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, shall be held at the principal office of the Corporation in the
State of Florida or at such other place within or without the State of Florida
as may be designated in the notice of said meeting, upon call of the Chairman
of the Board, the Chief Executive Officer, the President, a majority of the
Board of Directors or holders
representing not less than 10% of the number of votes entitled to be cast
on any issue to be considered at a special meeting. 3




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Section 7. Written notice of a special meeting of shareholders, stating
the time and place thereof, shall be given to each shareholder entitled to vote
thereat no fewer than ten (10) or more than sixty (60) days before the date
fixed for such meeting. Section 8. The holders of record of stock, issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
representing a majority of the number of votes entitled to be cast shall
constitute a quorum at all meetings of shareholders except as otherwise
provided by statute, by the Articles of Incorporation or by these Bylaws. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the holders of a majority of the votes present or represented, in
person or by proxy, entitled to be counted thereat if a quorum were present,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally
called. The foregoing notwithstanding, if a notice of any adjourned special
meeting of the shareholders is sent to all shareholders entitled to vote
thereat which states that such adjourned special meeting will be held with
those present in person or by proxy constituting a quorum, then, except as
otherwise required by law, those present at such adjourned special meeting of
the shareholders shall constitute a quorum and all matters shall be determined
by a majority of the votes cast at such special meeting. Section 9. When a quorum is present at any meeting, action on a matter
(other than the election of Directors) by the holders of stock entitled to vote
thereon, present in person or represented by proxy, will be deemed approved if
the votes cast favoring the matter exceed the 4




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votes cast opposing the matter, unless the matter is one upon which by
express provision of the statutes or of the Articles of Incorporation or of
these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such matter. Section 10. Any vote on stock of the Corporation may be given by the
shareholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such shareholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting; provided,
however, that the foregoing shall not be deemed to be exclusive, and a
shareholder may vote on stock of the Corporation in any other manner prescribed
by statute; provided further, however, that no proxy shall be voted on after
eleven months from its date unless said proxy provides for a longer period. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest. Section 11. The Board of Directors may appoint one or more persons as
inspectors of election (Inspectors) to act at meetings of shareholders and
make a written report thereof. If Inspectors are not so appointed, or if an
appointed Inspector fails to appear or fails or refuses to act at a meeting of
the shareholders, the presiding officer of any such meeting may appoint
Inspectors at such meeting. Such Inspectors shall take charge of the ballots
at such meeting. Also, such Inspectors shall (A) ascertain the number of
shares outstanding and the voting power of each; (B) determine the shares
represented at such meeting and the validity of proxies and ballots; (C) count
all votes and ballots; (D) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
Inspectors; and (E) certify their determination of the number of shares
represented at such meeting, and their count of all votes and ballots. The
Inspectors may appoint or retain other persons or entities to assist the 5




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Inspectors in the performance of the duties of the Inspectors. An
Inspector need not be a shareholder of the Corporation and any officer,
employee, or agent of the Corporation may be an Inspector on any question other
than a vote for or against such persons election to any position with the
Corporation or on any other questions in which such officer, employee, or agent
may be directly interested. Section 12. Action by Consent of Shareholders. (a) Except as otherwise restricted by law or the Articles of
Incorporation, upon the setting of a record date in accordance with these
Bylaws, any action required or permitted to be taken at any annual or special
meeting of the shareholders may be taken without a meeting, without prior
notice to the shareholders and without a vote, if a consent in writing setting
forth the action so taken shall be signed by the holders of the outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of any corporate action
taken without a meeting by less than unanimous written consent shall be given
to those shareholders who have not consented in writing. (b) In order for the Corporation to determine the shareholders entitled to
consent to any corporate action in writing without a meeting, the Board of
Directors may fix a record date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. Any shareholder of record seeking
to have the shareholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of Directors to
fix a record date. The Board of Directors shall promptly, but in all events
within ten (10) days after the date on which such a 6




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request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days after
the date on which such a request is received, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Florida, its
principal place of business, or any officer or agent of the Corporation having
custody of the book in which proceedings of shareholders meetings are recorded,
to the attention of the Secretary of the Corporation. Delivery shall be by
hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action. (c) Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
date the earliest dated written consent was received in accordance with this
Article 2, Section 12, a written consent or consents signed by a sufficient
number of holders to take such action are delivered to the Corporation in the
manner prescribed in this Article 2, Section 12. Section 13. (a) At an annual or special meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly 7




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brought before an annual or special meeting, business must be: (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a shareholder. In addition to
any other applicable requirements (including, without limitation, that any
business brought before a meeting must be a proper matter for shareholder
action), for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have been given timely notice thereof in
writing to the Secretary of the Corporation, the shareholder must have been a
holder of record of the Corporation at the time such notice is delivered, and
the shareholder, or his or her representative who is qualified under law to
present the business on his or her behalf, must attend the meeting to present
the business. To be timely, a shareholders notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Corporation no later than the close of business on the one hundred twentieth
(120th) calendar day prior to the first anniversary of the date on which the
Corporation first mailed its proxy materials for the preceding years annual
meeting of shareholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has
been changed by more than thirty (30) days from the date contemplated at the
time of the previous years proxy statement, notice by the shareholder to be
timely must be so received no later than the close of business on the later of
(A) the one hundred twentieth (120th) calendar day prior to such annual meeting
date or, (B) the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
Corporation. A shareholders notice shall be made to the Secretary and shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting: (1) a brief description of the business 8




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desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (2) the name and address, as
they appear on the Corporations books, of the shareholder proposing such
business, (3) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, (4) any material interest of the
shareholder in such business, and (5) any other information that is required to
be provided by the shareholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the 1934 Act), in his or her capacity as a
proponent of a shareholder proposal. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (a). The presiding
officer of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the
meeting in accordance with the provisions of this paragraph (a), and, if he or
she should so determine, such presiding officer shall so declare at the meeting
that any such business not properly brought before the meeting shall not be
transacted. (b) In addition to any other applicable requirements, only persons who are
nominated in accordance with the procedures set forth in this paragraph (b)
shall be eligible for election as directors. Nominations of persons for
election to the Board of Directors of the Corporation may be made at a meeting
of shareholders by or at the direction of the Board of Directors or by any
shareholder of the Corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this paragraph
(b). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made only after timely notice (as set forth in
paragraph (a) of this Section 13) in writing to the Secretary of the
Corporation in accordance with the provisions of paragraph (b) of this Section
13. Such shareholders notice shall set forth: (i) as to each person, if any,
whom the shareholder 9




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intends to nominate for election or re-election as a director: (A) the
name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the Corporation which are beneficially owned by such person, (D) a
description of all relationships, arrangements, and understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
shareholder, and (E) any other 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
1934 Act (including without limitation such persons written consent to being
named in the proxy statement, if any, as a nominee and to serving as a director
if elected); and (ii) as to such shareholder giving notice, the information
required to be provided pursuant to paragraph (a) of this Section 13.
Notwithstanding the foregoing, the Board of Directors shall not be required to
solicit proxies for the election of any person the shareholder intends to
nominate at the meeting. At the request of the Board of Directors, any person
nominated by a shareholder for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in the
shareholders notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this paragraph (b).
The presiding officer of the meeting shall, if the facts warrant, determine and
declare at the meeting that a nomination was not made in accordance with the
procedures provided by this paragraph (b), and if he or she should so
determine, such presiding officer shall so declare at the meeting, and the
defective nomination shall be disregarded. 10




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(c) For purposes of this Section 13, public announcement shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable nationals news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the 1934 Act. ARTICLE III DIRECTORS General Section 1. The property and business of the Corporation shall be managed
by its Board of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be exercised or
done by the shareholders. Number of Directors Section 2. Unless provided otherwise by the Articles of Incorporation, the
number of members that shall comprise the Board of Directors of the Corporation
shall be not less than three nor more than nine as the Board of Directors. The
exact number of directors shall be determined from time to time, by a
resolution provision duly adopted by the Board of Directors. The Directors
shall be elected at the annual meeting of shareholders of the Corporation, to
serve until the following annual meeting or until their successors are duly
elected and shall qualify (subject, however, to such directors prior death,
resignation, retirement, disqualification or removal from office). Vacancies Section 3. Except as otherwise required by these Bylaws, any vacancy in
the Board of Directors that results from an increase in the authorized number
of directors shall be filled only by vote of a majority of the authorized
number of directors constituting the whole Board of 11




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Directors, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors shall be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director. Shareholders shall have no right to fill, or take any action to
fill, any vacancy in the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his or her predecessor in
office, or until the next election of one or more directors by shareholders if
the vacancy is caused by an increase in the number of directors. Resignation Section 4. Any director may resign from the Board of Directors at any time
by giving written notice thereof to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when such resignation shall become effective shall not be so specified, then
such resignation shall take effect immediately upon its receipt by the
Secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Section 5. The Directors of the Corporation and Committees thereof may
hold their meetings, both regular and special, either within or without the
State of Florida. Section 6. The first meeting of the newly elected Board may be held
immediately after each annual meeting of the shareholders at the same place at
which such annual meeting is held, and no notice of such meeting shall be
necessary. Section 7. Regular meetings of the Board and Committees thereof may be
held without notice at such time and place as shall from time to time be
determined by the Board. Section 8. Special meetings of the Board and Committees thereof may be
called by the Chairman of the Board, Chief Executive Officer or the President,
or in the case of the Committees, by the Chair thereof, on at least two days
notice to each Director, or in the case of 12




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the Committees, to the Directors serving on such committee, either
personally or by mail, electronic communication, telephone, telegram or
facsimile transmission. Meetings may be held at any time without notice if all
the Directors or, in the case of the Committees, the Directors serving on such
committee, are present, or if at any time before or after the meeting those not
present waive notice of the meeting in writing. Section 9. At all meetings of the Board or any Committee thereof, a
majority of the number of Directors then in office or serving on such committee
shall constitute a quorum for the transaction of business and the act of a
majority of the Directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors or such Committee, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these Bylaws. If a quorum shall not be present at any meeting of
Directors or any Committee thereof, 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. Notice of the time and place of
holding any adjourned meeting shall not be required if the time and place are
fixed at the meeting adjourned. A meeting of the Board of Directors or any
Committee thereof at which a quorum initially is present may continue to
transact business notwithstanding the withdrawal of directors so long as any
action is approved by at least a majority of the required quorum for such
meeting. Section 10. Members of the Board of Directors or any Committee thereof may
participate in any meeting of the Board of Directors or Committee through the
use of conference telephone, videoconference or similar communications
equipment, so long as all members participating in such meeting can hear one
another, and such participation shall constitute presence in person at such
meeting. 13




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Committees of Directors Section 11. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more Committees to consist of two (2) or
more Directors as the Board may from time to time determine. The Committees
designated by the Board, to the extent provided in such resolution or
resolutions or in the Articles of Incorporation or these Bylaws, but subject to
any limitations imposed by statute, shall have and may exercise all the powers
of the Board of Directors in the management of the business and the affairs of
the Corporation, and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it, but no Committee appointed by
the Board shall have the power to fill vacancies in the said Committee;
provided, however, that, in the absence or disqualification of any member of
any Committee designated by the Board, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in the place of any such absent or disqualified member, subject,
however, to the right of the Board of Directors to designate one or more
alternate members of such Committee, which alternate members shall have power
to serve, subject to such conditions as the Board may prescribe, as a member or
members of said Committee during the absence or inability to act of any one or
more members of said Committee. The Board of Directors shall have the power at
any time to change the membership of any Committee designated by the Board, to
fill vacancies in it, or to dissolve it. Any Committee designated by the Board
of Directors may make rules for the conduct of its business and may appoint
such Committees and assistants as it may from time to time deem necessary. A
majority of the members of any Committee designated by the Board shall
constitute a quorum. Unless otherwise ordered by the Board of Directors, each
member of any Committee designated by the Board shall continue to be a member
thereof until the expiration of 14




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his term of office as a Director (or, in the case of his re-election as a
Director, until the expiration of his new term of office) or until such
Directors prior death, resignation, retirement, disqualification or removal by
the Board. Meetings of any Committee designated by the Board of Directors
shall be held at the principal office of the Corporation in the State of
Florida or at such other place or places within or without the State of Florida
as shall be specified in the notice or waiver of notice of meeting or specified
by resolution of the Board or any Committee designated by the Board. Such
Committee or Committees shall have the name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Section 12. No Committee shall have the power or authority in reference to
amending the Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the shareholders the sale, lease or exchange of
all or substantially all of the Corporations property and assets, recommending
to the shareholders a dissolution of the Corporation or a revocation of a
dissolution, or amending any provision of these Bylaws; nor, unless the
resolutions establishing such Committee or the Articles of Incorporation
expressly so provide, shall any Committee have the power or authority to
declare a dividend, authorize the issuance of stock, adopt articles of merger,
or fill vacancies in the Board of Directors. Section 13. Whenever requested by the Board of Directors, a Committee
shall keep regular minutes of its proceedings and report the same to the Board
when required. Compensation of Directors Section 14. Directors may, by resolution of the Board, receive a fixed
annual sum or other compensation for acting as Directors, payable quarterly or
at such other intervals as the Board shall fix, and/or a fixed sum or other
compensation and expenses of attendance, if any, 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, or any 15




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subsidiary or affiliated corporation, in any other capacity and receiving
compensation therefor. Members of special or standing Committees may be
allowed like compensation for attending Committee meetings. Action by Directors Without Meeting Section 15. Unless otherwise restricted by the Articles of Incorporation
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any Committee thereof may be taken without a
meeting, if prior to such action a written consent thereto is signed by all
members of the Board or of such Committee, as the case may be, and such written
consent is filed with the minutes or proceedings of the Board or Committee. Removal of Directors Section 16. At any special meeting of the shareholders, duly called as
provided in these Bylaws, any Director or Directors may be removed with or
without cause only if the number of votes cast by the holders of all the shares
of stock outstanding and entitled to vote for the election of Directors to
remove the Director or Directors exceeds the number of votes cast not to remove
such Director or Directors, and the remaining Directors may fill any vacancy or
vacancies created by such removal. Indemnification of Directors and Officers Section 17. The Corporation shall indemnify Directors and officers of the
Corporation to the fullest extent permitted under applicable law and as
provided in the Articles of Incorporation. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any Director or shareholder, it 16




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shall not be construed to mean personal notice, but such notice may be
given in writing, by mail addressed to such Director or shareholder at such
address as appears on the books of the Corporation, and such notice shall be
deemed to be given at the time when the same shall be thus mailed.
Notwithstanding the foregoing, notice by electronic transmission is deemed to
constitute written notice and shall be deemed effective in accordance with
applicable statute. Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
Bylaws, 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 V OFFICERS Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, President and/or Chief
Executive Officer, Chief Financial Officer, and Secretary. The Board of
Directors may also choose a Chief Operating Officer, Vice Presidents (one or
more who may be designated as Executive Vice Presidents or as Senior Vice
Presidents or by other designations), a Treasurer, Assistant Secretaries and
Assistant Treasurers. Any two or more offices may be held by the same person,
and the Board may appoint two persons to hold the same office. 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. Section 2. The Board of Directors at its first meeting after each annual
meeting of shareholders shall choose a Chairman of the Board, a President
and/or Chief Executive Officer, a Chief Financial Officer and a Secretary, none
of whom need be a member of the Board, except for the Chairman of the Board. 17




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Section 3. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed either with or without cause at any time by
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. Chairman of the Board Section 4. The Chairman of the Board shall be a director and shall, unless
another person is designated by the Chairman of the Board, preside at all
meetings of the shareholders and the Board of Directors and have general
supervision of the management and policy of the Corporation. He or she shall
also have such other powers and perform such other duties as the Board of
Directors may prescribe from time to time. In the event that two persons shall
serve as Co-Chairmen of the Board, each Co-Chairman shall have the full powers
and authorities of the office and the duties described herein, but may
delegate, at such Co-Chairmans discretion, such duties to the other
Co-Chairman. Chief Executive Officer Section 5. The Chief Executive Officer shall have the general and active
management power and authority over the business of the Corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect and shall perform any and all other duties prescribed by the Board of
Directors. In the absence of a resolution by the Board of Directors, the
Chairman of the Board shall be the Chief Executive Officer. In the event the
Chairman of the Board shall not be the Chief Executive Officer, then, in the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
at all meetings of shareholders; have general supervision of the affairs of the
Corporation; and sign or counter-sign all 18




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certificates, contracts and other instruments of the Corporation as
authorized by the Board of Directors. In the event that two persons shall
serve as Co-Chief Executive Officer, each Co-Chief Executive Officer shall have
the full powers and authorities of the office and the duties described herein,
but may delegate, at such Co-Chief Executive Officers discretion, such duties
to the other Co-Chief Executive Officer. Chief Financial Officer Section 6. The Chief Financial Officer, who may, but need not, be the
Treasurer, shall keep and maintain adequate and correct books and records of
accounts of the Corporation, and shall see that all moneys and other valuables
of the Corporation are deposited in the name and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors. The Chief Financial Officer shall disburse the funds of the
Corporation as directed by the Board of Directors, shall render to the Chairman
of the Board and the directors, whenever they request it, an account of all
transactions in such officers official capacity and of the financial condition
of the Corporation, and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors. Chief Operating Officer Section 7. The Chief Operating Officer shall report to the Chief Executive
Officer. The Chief Operating Officer shall, under the direction of the Chief
Executive Officer, exercise the powers and authority and perform all of the
duties commonly incident to his or her office, and perform all such other
duties and have such other powers as the Board of Directors may from time to
time designate. In the absence of an appointment of a Chief Operating Officer
by the Board of Directors, the Chief Executive Officer shall perform the duties
of the Chief Operating Officer. 19




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President Section 8. The President shall, under the direction of the Chief Executive
Officer, exercise the powers and authority and perform all of the duties
commonly incident to his or her office; in the absence of the Chairman of the
Board or Chief Executive Officer, preside at all meetings of shareholders; have
general supervision of the affairs of the Corporation; sign or counter-sign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors; and perform all such other duties and have such
other powers as the Board of Directors may from time to time designate. In the
absence of an appointment of a President by the Board of Directors, the Chief
Executive Officer shall perform the duties of the President. Vice Presidents Section 9. The Vice Presidents shall perform such duties as the Chairman
of the Board, the Chief Executive Officer, Chief Operating Officer, the
President or the Board of Directors may, from time to time, designate. In the
absence or inability to perform of the Chairman of the Board, Chief Executive
Officer, Chief Operating Officer or President, the Vice President (or if there
is more than one Vice President, then the Executive Vice President, or if no
Executive Vice President, the Senior Vice President) shall have all the powers
and functions of the President. Secretary and Assistant Secretaries Section 10. The Secretary shall record all the proceedings of the meetings
of the shareholders and Directors in a book to be kept for that purpose, and
shall perform like duties for the standing Committees when requested. He or
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 20




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such other duties as may be prescribed by the Board of Directors, Chairman
of the Board, Chief Executive Officer or President. The Secretary shall keep
in safe custody the seal of the Corporation and when authorized by the Board,
affix the same to any instrument requiring it and attest to the same. Section 11. The Assistant Secretaries 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 Chairman
of the Board, the Chief Executive Officer, the President or the Board of
Directors shall prescribe. Treasurer and Assistant Treasurer Section 12. The Treasurer shall perform all other duties commonly incident
to the Treasurers office and shall perform such other duties and have such
other powers as the Board of Directors, Chairman of the Board, Chief Executive
Officer or the Chief Financial Officer shall designate from time to time. At
the request of the Treasurer, or in the Treasurers absence or disability, any
Assistant Treasurer may perform any of the duties of the Treasurer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. Except where by law the signature of the Treasurer is
required, each of the Assistant Treasurers shall possess the same power as the
Treasurer to sign all certificates, contracts, obligations and other
instruments of the Corporation. Section 13. 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 office and for the restoration to the Corporation, in case of his or her
death, resignation, retirement or removal from office, of all 21




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books, papers, vouchers, money and other property of whatever kind in his
or her possession or under his or her control belonging to the Corporation. ARTICLE VI CERTIFICATES OF STOCK Section 1. The interest of each shareholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock 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 Chairman of the Board, the Chief
Executive Officer, the President or the Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary. Section 2. The Board of Directors may appoint one or more transfer clerks
or one or more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them. Section 3. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of the Chairman of the Board, the
Chief Executive Officer, President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary of the Corporation may be
facsimile. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be adopted by the Corporation and be issued and delivered as
though the person or 22




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persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon have not ceased to be such
officer or officers of the Corporation. Section 4. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the registered holder thereof in person or by
his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. Section 5. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock 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 the laws
of Florida. Lost Certificates Section 6. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing the issuance of
a new certificate or certificates, the Board of Directors may, in its
discretion, and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
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 or destroyed. 23




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ARTICLE VII CORPORATION BOOKS Section 1. All the books of the Corporation may be kept outside of Florida
at such place or places as the Board of Directors may from time to time
determine. ARTICLE VIII GENERAL PROVISIONS Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting thereof, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Articles of Incorporation. Section 2. Before payment of any dividend, there may be set aside out of
any funds in 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 or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes 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. Execution of Instruments Section 3. All checks, notes, drafts, bills of exchange, orders for the
payment of money, bonds, debentures, obligations, bills of lading, commercial
documents and other negotiable and/or non-negotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed 24




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and may be attested by the Secretary or one of the Assistant Secretaries
or by the Treasurer or one of the Assistant Treasurers or by other officer. Fiscal Year Section 4. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors; otherwise it shall be a calendar year. Corporate Seal Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words Corporate Seal,
Florida. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. Voting Upon Stocks Section 6. Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer, the President or any of the Vice
Presidents authorized thereto in writing by the Chairman of the Board or the
Chief Executive Officer shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or to give, on behalf of the
Corporation, a proxy to attend and to act and to vote at any meeting of the
shareholders of any corporation in which the Corporation may hold stock, and at
any such meeting he or such proxy shall possess and may exercise, for the
purpose of such meeting, any and all of the rights and powers incident to the
ownership of said stock, and which as the owner thereof, the Corporation might
have possessed and exercised if present. The Board of Directors or Executive
Committee by resolution from time to time may confer like powers upon any other
person or persons. 25




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ARTICLE IX EMERGENCY BYLAWS Section 1. This Article IX shall be operative during any emergency
resulting from an attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings of its Board of
Directors or its shareholders, or during any nuclear or atomic disaster or
during the existence of any catastrophe or other similar emergency condition,
as a result of which a quorum of the Board of Directors cannot be readily
convened (an emergency), notwithstanding any different or conflicting
provision in the preceding Articles of these Bylaws or in the Articles of
Incorporation. To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding Articles and the provisions of
the Articles of Incorporation shall remain in effect during such emergency, and
upon termination of such emergency, the provisions of this Article IX shall
cease to be operative. Section 2. During any emergency, a meeting of the Board of Directors, or
any Committee thereof, may be called by any officer or director of the
Corporation. Notice of the time and place of the meeting shall be given by any
available means of communication by the person calling the meeting to such of
the directors and/or Designated Officers, as defined in Section 3 hereof, as it
may be feasible to reach. Such notice shall be given at such time in advance
of the meeting as, in the judgment of the person calling the meeting,
circumstances permit. Section 3. At any meeting of the Board of Directors, or any Committee
thereof, called in accordance with Section 2 of this Article IX, the presence
or participation of two directors, one director and a Designated Officer or two
Designated Officers shall constitute a quorum for the transaction of business. 26




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The Board of Directors or the Committees thereof, as the case may be,
shall, from time to time but in any event prior to such time or times as an
emergency may have occurred, designate the officers of the Corporation in a
numbered list (the Designated Officers) who shall be deemed, in the order in
which they appear on such list, directors of the Corporation for purposes of
obtaining a quorum during an emergency, if a quorum of directors cannot
otherwise be obtained. Section 4. At any meeting called in accordance with Section 2 of this
Article IX, the Board of Directors or the Committees thereof, as the case may
be, may modify, amend or add to the provisions of this Article IX so as to make
any provision that may be practical or necessary for the circumstances of the
emergency. Section 5. No officer, director or employee of the Corporation acting in
accordance with the provisions of this Article IX shall be liable except for
willful misconduct. Section 6. The provisions of this Article IX shall be subject to repeal or
change as provided in these Bylaws or by law, but no such repeal or change
shall modify the provisions of Section 5 of this Article IX with regard to
action taken prior to the time of such repeal or change. ARTICLE X AMENDMENTS Section 1. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, make, repeal,
alter, amend and rescind from time to time any or all of the Bylaws of the
Corporation. 27