**Exhibit 3.1(b)**EXHIBIT B**Amended and Restated By-Laws****of****Easton-Bell Sports, Inc. (the “Corporation”)***(a Delaware corporation)* ARTICLE IOFFICES     The registered office of the Corporation in the State of Delaware shall be located in the Cityof Wilmington, County of New Castle. The Corporation may establish or discontinue, from time totime, such other offices within or without the State of Delaware as may be deemed proper for theconduct of the Corporation’s business.ARTICLE IIMEETINGS OF STOCKHOLDERS     Section 1. Place of Meetings. All meetings of stockholders shall be held atsuch place or places, within or without the State of Delaware, as may from time to time be fixed bythe Board of Directors, or as shall be specified in the respective notices, or waivers of notice,thereof.     Section 2. Annual Meeting. The annual meeting of stockholders for theelection of Directors and the transaction of other business shall be held on such date and at suchplace as may be designated by the Board of Directors. At each annual meeting the stockholdersentitled to vote shall elect a Board of Directors and may transact such other proper business asmay come before the meeting.     Section 3. Special Meetings. A special meeting of the stockholders, or ofany class thereof entitled to vote, for any purpose or purposes, may be called at any time by theChairman of the Board, if any, the President, the Chief Executive Officer, if any, or by order ofthe Board of Directors and shall be called by the Secretary upon the written request ofstockholders holding of record at least 50% of the outstanding shares of stock of the Corporationentitled to vote at such meeting. Such written request shall state the purpose or purposes forwhich such meeting is to be called.
 

 
     Section 4. Notice of Meetings. Except as otherwise provided by law, writtennotice of each meeting of stockholders, whether annual or special, stating the place, date and hourof the meeting shall be given not less than ten (10) days or more than sixty (60) days before thedate on which the meeting is to be held to each stockholder of record entitled to vote thereat bydelivering a notice thereof to him personally or by mailing such notice in a postage prepaidenvelope directed to him at his address as it appears on the records of the Corporation, unless heshall have filed with the Secretary of the Corporation a written request that notices intended forhim to be directed to another address, in which case such notice shall be directed to him at theaddress designated in such request. Notice shall not be required to be given to any stockholder whoshall waive such notice in writing, whether prior to or after such meeting, or who shall attendsuch meeting in person or by proxy unless such attendance is for the express purpose of objecting,at the beginning of such meeting, to the transactions of any business because the meeting is notlawfully called or convened. Every notice of a special meeting of the stockholders, besides thetime and place of the meeting, shall state briefly the objects or purposes thereof.     Section 5. List of Stockholders. It shall be the duty of the Secretary orother officer of the Corporation who shall have charge of the stock ledger to prepare and make, atleast ten (10) days before every meeting of the stockholders, a complete list of the stockholdersentitled to vote thereat, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in his name. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten (10) days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in the notice of the meeting,or, if not so specified, at the place where the meeting is to be held. The list shall be kept andproduced at the time and place of the meeting during the whole time thereof and subject to theinspection of any stockholder who may be present. The original or duplicate ledger shall be theonly evidence as to who are the stockholders entitled to examine such list or the books of theCorporation or to vote in person or by proxy at such meeting.     Section 6. Quorum. At each meeting of the stockholders, the holders ofrecord of the issued and outstanding shares of the Corporation entitled to vote at such meeting,present in person or by proxy, shall constitute a quorum for the transaction of business, exceptwhere otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the absenceof a quorum, any officer entitled to preside at, or act as Secretary of, such meeting shall havethe power to adjourn the meeting from time to time until a quorum shall be constituted.     Section 7. Voting. Every stockholder of record who is entitled to vote shallat every meeting of the stockholders be entitled to one vote for each share of stock held by him onthe record date; except, however, that shares of its own stock belonging to theCorporation or to another corporation, if a majority of the shares entitled to vote in the electionof directors of such other corporation is held by the Corporation, shall neither be entitled tovote nor counted for quorum purposes. Nothing in this Section shall be construed as limiting theright of the Corporation to vote its own stock held by it in a fiduciary capacity. At all meetingsof the stockholders, a quorum being present, all matters shall be decided by majority vote of theshares of stock entitled to vote held by stockholders present in person or by proxy, except asotherwise
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required by law or the Certificate of Incorporation. Unless demanded by a stockholder of theCorporation present in person or by proxy at any meeting of the stockholders and entitled to votethereat or so directed by the Chairman of the meeting or required by law, the vote thereat on anyquestion need not be by written ballot. On a vote by written ballot, each ballot shall be signedby the stockholder voting, or in his name by his proxy, if there be such proxy, and shall state thenumber of shares voted by him and the number of votes to which each share is entitled.     Section 8. Proxies. Each stockholder entitled to vote at a meeting ofstockholders or to express consent to corporate action in writing without a meeting may authorizeanother person or persons to act for him by proxy. A proxy acting for any stockholder shall beduly appointed by an instrument in writing subscribed by such stockholder. No proxy shall be validafter the expiration of three (3) years from the date thereof unless the proxy provides for alonger period.     Section 9. Action Without a Meeting. Any action required to be taken at anyannual or special meeting of stockholders or any action which may be taken at any annual or specialmeeting of stockholders may be taken without a meeting, without prior notice and without a vote, ifa consent in writing setting forth the action so taken shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted. Prompt notice of the taking of the corporate action without a meeting by lessthan unanimous written consent shall be given to those stockholders who have not consented inwriting.ARTICLE IIIBOARD OF DIRECTORS     Section 1. Powers. The business and affairs of the Corporation shall bemanaged under the direction of the Board of Directors.     Section 2. Election and Term. Except as otherwise provided by law, Directorsshall be elected at the annual meeting of stockholders and shall hold office until the next annualmeeting of stockholders and until their successors are elected and qualify, or until they soonerdie, resign or are removed. At each annual meeting of stockholders, at which a quorum is present,the persons receiving a plurality of the votes cast shall be the Directors. Acceptance of theoffice of Director may be expressed orally or in writing, and attendance at the organizationmeeting shall constitute such acceptance.     Section 3. Number. The Corporation shall have one or more Directors, thenumber of Directors to be determined from time to time by vote of a majority of the Directors thenin office. No Director need be a stockholder.     Section 4. Quorum and Manner of Acting. Unless otherwise provided by law,the presence of 50% of the whole Board of Directors shall be necessary to constitute a quorum forthe transaction of business. In the absence of a quorum, a majority of the Directors present may
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adjourn the meeting from time to time until a quorum shall be present. Notice of any adjournedmeeting need not be given. At all meetings of Directors, a quorum being present, all matters shallbe decided by the affirmative vote of a majority of the Directors present, except as otherwiserequired by law. The Board of Directors may hold its meetings at such place or places within orwithout the State of Delaware as the Board of Directors may from time to time determine or as shallbe specified in the respective notices, or waivers of notice, thereof.     Section 5. Organization Meeting. Immediately after each annual meeting ofstockholders for the election of Directors, the Board of Directors shall meet at the place of theannual meeting of stockholders for the purpose of organization, the election of officers and thetransaction of other business. Notice of such meeting need not be given. If such meeting is heldat any other time or place, notice thereof must be given as hereinafter provided for specialmeetings of the Board of Directors, subject to the execution of a waiver of the notice thereofsigned by, or the attendance at such meeting of, all Directors who may not have received suchnotice.     Section 6. Regular Meetings. Regular meetings of the Board of Directors maybe held at such place, within or without the State of Delaware, as shall from time to time bedetermined by the Board of Directors. After there has been such determination, and notice thereofhas been once given to each member of the Board of Directors as hereinafter provided for specialmeetings, regular meetings may be held without further notice being given.     Section 7. Special Meetings; Notice. Special meetings of the Board ofDirectors shall be held whenever called by the Chairman of the Board, if any, the President, theChief Executive Officer, if any, or by any two Directors. Notice of each such meeting shall bemailed to each Director, addressed to him at his residence or usual place of business, at leastthree (3) days before the date on which the meeting is to be held, or shall be sent to him at suchplace by fax or e-mail, or be delivered personally or by telephone, not later than the day beforethe day on which such meeting is to be held. Each such notice shall state the time and place ofthe meeting and, as may be required, the purposes thereof. Notice of any meeting of the Board ofDirectors need not be given to any Director if he shall sign a written waiver thereof either beforeor after the time stated therein for such meeting, or if he shall be present at the meeting.Unless limited by law, the Certificate of Incorporation, these By-Laws or the terms of the noticethereof, any and all business may be transacted at any meeting without the notice thereof havingspecifically identified the matters to be acted upon.     Section 8. Removal of Directors. Any Director or the entire Board ofDirectors may be removed, with or without cause, at any time, by action of the holders of record ofthe majority of the issued and outstanding stock of the Corporation (a) present in person or byproxy at a meeting of the holders of such stock and entitled to vote thereon or (b) by a consent inwriting in the manner contemplated in Section 9 of Article II, and the vacancy or vacancies in theBoard of Directors caused by any such removal may be filled by action of such a majority at suchmeeting or at any subsequent meeting or by consent.     Section 9. Resignations. Any Director of the Corporation may resign at anytime by giving written notice to the Chairman of the Board, if any, the President, the ChiefExecutive
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Officer, if any, or the Secretary of the Corporation. The resignation of any Director shall takeeffect upon receipt of notice thereof or at such later time as shall be specified in such notice;and, unless otherwise specified therein, the acceptance of such resignation shall not be necessaryto make it effective.     Section 10. Vacancies. Any newly created directorships and vacanciesoccurring on the Board of Directors by reason of death, resignation, retirement, disqualificationor removal, with or without cause, may be filled by a majority of the Directors then in office,although less than a quorum, and such Director shall hold office until the next meeting ofstockholders at which the election of Directors is the regular order of business, and until hissuccessor has been elected and qualifies, or until he sooner dies, resigns or is removed.     Section 11. Committees. The Board of Directors may, by resolution passed bya majority of the entire Board of Directors, designate one or more committees, each committee toconsist of one or more of the Directors of the Corporation. The Board of Directors may designateone or more Directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of such committee. In the absence or disqualification of amember of a committee, and in the absence of a designation by the Board of Directors of analternate member to replace the absent or disqualified member, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to act at the meeting inthe place of any absent or disqualified member. Any committee, to the extent allowed by law andprovided in the resolution establishing such committee, shall have and may exercise all the powersand authority of the Board of Directors in the management of the business and affairs of theCorporation. Each committee shall keep regular minutes and report to the Board of Directors whenrequired.     Section 12. Compensation of Directors. Directors, as such, except as may beotherwise provided by the Board of Directors, shall not receive any stated salary for theirservices, but, by resolution of the Board of Directors, a specific sum fixed by the Board ofDirectors plus expenses may be allowed for attendance at each regular or special meeting of theBoard or any committee thereof, provided, however, that nothing herein containedshall be construed to preclude any Director from serving the Corporation or any parent orsubsidiary corporation thereof in any other capacity and receiving compensation thereof.     Section 13. Action Without a Meeting. Any action required or permitted to betaken at any meeting of the Board of Directors may be taken without a meeting if a written consentthereto is signed by all members of the Board of Directors, and such written consent is filed withthe minutes or proceedings of the Board of Directors.     Section 14. Telephonic Participation in Meetings. Members of the Board ofDirectors may participate in a meeting of the Board of Directors by means of conference telephoneor similar communications equipment by means of which all persons participating in the meeting canhear each other, and such participation shall constitute presence in person at such meeting.
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ARTICLE IVOFFICERS     Section 1. Principal Officers. The Board of Directors shall elect aPresident, a Secretary and a Treasurer, and may in addition elect a Chairman of the Board, a ChiefExecutive Officer, one or more Vice Presidents and such other officers as it deems fit; thePresident, the Secretary, the Treasurer, the Chairman of the Board (if any), the Chief ExecutiveOffice (if any), and the Vice Presidents (if any) being the principal officers of the Corporation.One person may hold, and perform the duties of, any two or more of said offices.     Section 2. Election and Term of Office. The principal officers of theCorporation shall be elected annually by the Board of Directors at the organization meetingthereof. Each such officer shall hold office until his successor shall have been elected and shallqualify, or until his earlier death, resignation or removal.     Section 3. Other Officers. In addition, the Board of Directors may electsuch other officers as it deems fit. Any such other officers chosen by the Board of Directorsshall be subordinate officers and shall hold office for such period, have such authority andperform such duties as the Board of Directors, the Chairman of the Board, if any, or the Presidentor the Chief Executive Officer, if any, may from time to time determine.     Section 4. Removal. Any officer may be removed, either with or withoutcause, at any time, by resolution adopted by the Board of Directors at any regular meeting of theBoard, or at any special meeting of the Board of Directors called for that purpose, at which aquorum is present.     Section 5. Resignations. Any officer may resign at any time by givingwritten notice to the Chairman of the Board, if any, the President, the Chief Executive Officer, ifany, the Secretary or the Board of Directors. Any such resignation shall take effect upon receiptof such notice or at any later time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.     Section 6. Vacancies. A vacancy in any office may be filled for theunexpired portion of the term in the manner prescribed in these By-Laws for election or appointmentto such office for such term.     Section 7. Chairman of the Board. The Chairman of the Board of Directors, ifone has been elected, shall preside if present at all meetings of the Board of Directors and heshall have and perform such other duties as from time to time may be assigned to him by the Boardof Directors.     Section 8. President and Chief Executive Officer. The President and theChief Executive Officer, if any, shall be the president and chief executive officer, respectively,of the Corporation and shall each have the general powers and duties of supervision and managementusually vested in such offices of a corporation. The President shall preside at all meetings ofthe stockholders if
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present thereat, and in the absence or non-election of the Chairman of the Board of Directors, atall meetings of the Board of Directors, and shall have general supervision, direction and controlof the business of the Corporation. Except as the Board of Directors shall authorize the executionthereof in some other manner, the President or the Chief Executive Officer shall execute bonds,mortgages, and other contracts on behalf of the Corporation, and shall cause the seal to be affixedto any instrument requiring it.     Section 9. Vice President. Each Vice President, if any have been elected,shall have such powers and shall perform such duties as shall be assigned to him by the Presidentor the Chief Executive Officer, if any, or the Board of Directors.     Section 10. Treasurer. The Treasurer shall have charge and custody of, andbe responsible for, all funds and securities of the Corporation. He shall exhibit at allreasonable times his books of account and records to any of the Directors of the Corporation uponapplication during business hours at the office of the Corporation where such books and recordsshall be kept; when requested by the Board of Directors, he shall render a statement of thecondition of the finances of the Corporation at any meeting of the Board of Directors or at theannual meeting of stockholders; he shall receive, and give receipt for, moneys due and payable tothe Corporation from any source whatsoever; in general, he shall perform all the duties incident tothe office of Treasurer and such other duties as from time to time may be assigned to him by thePresident, the Chief Executive Officer, if any, or the Board of Directors. The Treasurer shallgive such bond, if any, for the faithful discharge of his duties as the Board of Directors mayrequire.     Section 11. Secretary. The Secretary, if present, shall act as secretary atall meetings of the Board of Directors and of the stockholders and keep the minutes thereof in abook or books to be provided for that purpose; he shall see that all notices required to be givenby the Corporation are duly given and served; he shall have charge of the stock records of theCorporation; he shall see that all reports, statements and other documents required by law areproperly kept and filed; and in general he shall perform all the duties incident to the office ofSecretary and such other duties as from time to time may be assigned to him by the President, theChief Executive Officer, if any, or the Board of Directors.     Section 12. Salaries. The salaries of the principal officers shall be fixedfrom time to time by the Board of Directors or, if one has been established, the CompensationCommittee of the Board of Directors, and the salaries of any other officers may be fixed by thePresident or the Chief Executive Officer, if any.ARTICLE VINDEMNIFICATION OF OFFICERS AND DIRECTORS     Section 1. Right of Indemnification. Every person now or hereafter servingas a Director or officer of the Corporation and every such Director or officer serving at therequest of the Corporation as a director, officer, employee or agent of another corporation,partnership, joint
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venture, trust or other enterprise, shall be indemnified by the Corporation in accordance with andto the fullest extent permitted by law for the defense of, or in connection with, any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative orinvestigative.     Section 2. Expenses. Expenses (including attorneys’ fees) incurred indefending a civil, criminal, administrative, or investigative action, suit or proceeding shall bepaid by the Corporation in advance of the final disposition of such action, suit or proceeding uponreceipt of an undertaking by or on behalf of such Director or officer to repay such amount if itshall ultimately be determined that he is not entitled to be indemnified by the Corporation asauthorized in this Article V.     Section 3. Other Rights of Indemnification. The right of indemnificationherein provided shall not be deemed exclusive of any other rights to which any such Director orofficer may now or hereafter be entitled under any by-law, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his official capacity and as to actionin another capacity while holding such office, and shall continue as to a person who has ceased tobe a Director or officer and shall inure to the benefit of the heirs, executors and administratorsof such person.ARTICLE VISHARES AND THEIR TRANSFER     Section 1. Certificate for Stock. Every stockholder of the Corporation shallbe entitled to a certificate or certificates, to be in such form as the Board of Directors shallprescribe, certifying the number of shares of the capital stock of the Corporation owned by him.No certificate shall be issued for partly paid shares.     Section 2. Stock Certificate Signature. The certificates for such stockshall be numbered in the order in which they shall be issued and shall be signed by the Chairman ofthe Board, if any, or the President, or the Chief Executive Officer, if any, or any Vice Presidentand by the Secretary or the Treasurer of the Corporation, and its seal shall be affixed thereto.If such certificate is countersigned (1) by a transfer agent other than the Corporation or itsemployee, or, (2) by a registrar other than the Corporation or its employee, the signatures of suchofficers of the Corporation may be facsimiles. In case any officer of the Corporation who hassigned, or whose facsimile signature has been placed upon, any such certificate shall have ceasedto be such officer before such certificate is issued, it may be issued by the Corporation with thesame effect as if he were such officer at the date of issue.     Section 3. Stock Ledger. A record shall be kept by the Secretary or by anyother officer, employee or agent designated by the Board of Directors of the name of each person,firm or corporation holding capital stock of the Corporation, the number of shares represented by,and the respective dates of, each certificate for such capital stock, and in case of cancellationof any such certificate, the respective dates of cancellation.
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     Section 4. Cancellation. Every certificate surrendered to the Corporationfor exchange or registration of transfer shall be canceled, and no new certificate or certificatesshall be issued in exchange for any existing certificate until such existing certificate shall havebeen so canceled, except, subject to Section 7 of this Article VI, in cases provided for byapplicable law.     Section 5. Registrations of Transfers of Stock. Registrations of transfers ofshares of the capital stock of the Corporation shall be made on the books of the Corporation by theregistered holder thereof, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the Corporation or with a transfer clerk or a transferagent appointed as in Section 6 of this Article VI provided, and on surrender of the certificate orcertificates for such shares properly endorsed and the payment of all taxes thereon. The person inwhose name shares of stock stand on the books of the Corporation shall be deemed the owner thereoffor all purposes as regards the Corporation; provided, however, that whenever anytransfer of shares shall be made for collateral security, and not absolutely, it shall be soexpressed in the entry of the transfer if, when the certificates are presented to the Corporationfor transfer, both the transferor and the transferee request the Corporation to do so.     Section 6. Regulations. The Board of Directors may make such rules andregulations as it may deem expedient, not inconsistent with the Certificate of Incorporation of theCorporation or these By-Laws, concerning the issue, transfer and registration of certificates forshares of the stock of the Corporation. It may appoint, or authorize any principal officer orofficers to appoint, one or more transfer clerks or one or more transfer agents and one or moreregistrars, and may require all certificates of stock to bear the signature or signatures of any ofthem.     Section 7. Lost, Stolen, Destroyed or Mutilated Certificates. Before anycertificates for stock of the Corporation shall be issued in exchange for certificates which shallbecome mutilated or shall be lost, stolen or destroyed, proper evidence of such loss, theft,mutilation or destruction shall be procured for the Board of Directors, if it so requires.     Section 8. Record Dates. For the purpose of determining the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, orentitled to receive payment of any dividend or other distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion or exchange of stock or forthe purpose of any other lawful action, the Board of Directors may fix, in advance, a date as arecord date for any such determination of stockholders. Such record date shall not be more thansixty (60) or less than ten (10) days before the date of such meeting, or more than sixty (60) daysprior to any other action.ARTICLE VIIMISCELLANEOUS PROVISIONS     Section 1. Corporate Seal. The Board of Directors shall provide a corporateseal, which shall be in such form as the Board of Directors may decide. The Secretary shall be thecustodian
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of the seal. The Board of Directors may authorize a duplicate seal to be kept and used by anyother officer.     Section 2. Voting of Stocks Owned by the Corporation. The Board of Directorsmay authorize any person on behalf of the Corporation to attend, vote and grant proxies to be usedat any meeting of stockholders of any corporation (except the Corporation) in which the Corporationmay hold stock.     Section 3. Dividends. Subject to the provisions of the Certificate ofIncorporation, the Board of Directors may, out of funds legally available therefor, at any regularor special meeting declare dividends upon the capital stock of the Corporation as and when it deemsexpedient. Before declaring any dividend there may be set apart out of any funds of theCorporation available for dividends such sum or sums as the Directors from time to time in theirdiscretion deem proper for working capital or as a reserve fund to meet contingencies or forequalizing dividends or for such other purposes as the Board of Directors shall deem conducive tothe interests of the Corporation.ARTICLE VIIIAMENDMENTS     These By-Laws of the Corporation may be altered, amended or repealed by the Board of Directorsat any regular or special meeting of the Board of Directors or by the affirmative vote of theholders of record of a majority of the issued and outstanding stock of the Corporation (i) presentin person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (ii) bya consent in writing in the manner contemplated in Section 9 of Article II, provided,however, that notice of the proposed alteration, amendment or repeal is contained in thenotice of such meeting. By-Laws, whether made or altered by the stockholders or by the Board ofDirectors, shall be subject to alteration or repeal by the stockholders as in this Article VIIIabove provided.* * * *
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