**Exhibit 3.1**

 

**RESTATED CERTIFICATE OFINCORPORATION**

**OF**

**CHRISTOPHER & BANKSCORPORATION**

 

**FIRST**:  The name ofthe Corporation is Christopher & Banks Corporation.

 

**SECOND**:  The addressof the Corporation’s registered office in the State of Delaware is 2711 CentervilleRoad, Suite 400, in the city of Wilmington, County of Newcastle, zip code19808, and the name of its registered agent at that address is ThePrentice-Hall Corporation Systems, Inc.

 

**THIRD**:  The purposeof the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware.

 

**FOURTH**:  The totalnumber of shares of all classes of Stock that the Corporation shall haveauthority to issue is seventy-five million (75,000,000) shares, of which(a) one million (1,000,000) shares shall be undesignated preferred stockhaving a par value of $.01 per share (the “Preferred Stock”), and(b) seventy-four million (74,000,000) shares shall be common stock withthe par value of $.01 per share (the “Common Stock”).  Notwithstanding the foregoing, theCorporation shall not issue nonvoting equity securities, whether in the form ofCommon Stock or other equity securities.

 

**FIFTH**:  Thebusiness and affairs of the Corporation shall be managed by the Board ofDirectors, and election of directors need not be by written ballot unless andto the extent the By-Laws of the Corporation so provide.

 

**Section 1.  Election ofDirectors.**

 

Thenumber of the directors of the Corporation shall be fixed from time to time byor pursuant to the By-Laws.  Thedirectors shall be classified, with respect to the time for which theyseverally hold office, into three classes, as nearly equal in number aspossible, as shall be provided in the manner specified in the By-Laws, with themembers of each class to hold office until their successors are elected andqualified.  At each annual meeting ofstockholders of the Corporation, the successors of the class of directors whoseterm expires at that meeting shall be elected to hold office for a termexpiring at the annual meeting of stockholders held in the third year followingthe year of their election.

 

**Section 2.  Newly CreatedDirectorships and Vacancies.**

 

Newlycreated directorships resulting from any increase in the number of directorsand any vacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other cause shall be filled by the affirmativevote of a majority of the remaining directors then in office, even though lessthan a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shallhold office for the remainder of the full term of the class of directors inwhich the new directorship was created or the vacancy occurred and until suchdirector’s successor shall have been elected and qualified.

 

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Nodecrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director.

 

**SIXTH**:  Any actionrequired or permitted to be taken by the stockholders of the Corporation mustbe effected at a duly called annual or special meeting of such holders and maynot be effected by any consent in writing by such holders.  Except as otherwise required by law, specialmeetings of stockholders of the Corporation may be called only by the Chairmanof the Board or the Board of Directors.

 

**SEVENTH**:  Infurtherance and not in limitation of the powers conferred by statute, the Boardof Directors is expressly authorized to make, alter or repeal from time to timethe By-Laws of the Corporation in any manner not inconsistent with the laws ofthe State of Delaware or the Certificate of Incorporation of the Corporation.

 

**EIGHTH**:  No directorof the Corporation shall be liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director, except forliability (i) for any breach of the director’s duty of loyalty to theCorporation or its stockholders, (ii) for acts of omissions not in goodfaith or which involve intentional misconduct of a knowing violation of law,(iii) under Section 174 of the Delaware General Corporation Law, or(iv) for any transaction from which the director derived an improperpersonal benefit.

 

**NINTH**:  TheCorporation shall, to the fullest extent permitted by Section 145 of theGeneral Corporation Law of the State of Delaware, as the same may be amendedand supplemented, indemnify any and all persons whom it shall have power toindemnify under said Section from and against any and all of the expenses,liabilities or other matters referred to in or covered by said Section, and theindemnification provided herein shall not be deemed exclusive of any otherrights to which those indemnified may be entitled under any By-Law, agreement,vote of stockholders or disinterested directors, or otherwise, both as toaction in his official capacity while holding such office, and shall continueas to a person who has ceased to be a director, officer, employee or agent andshall inure to the benefit of the heirs, executors and administrators of such aperson.

 

**TENTH**:  TheCorporation reserves the right at any time and from time to time to amend,alter or repeal any provision contained in this Certificate of Incorporation inthe manner now or as hereafter prescribed by law, and all rights, preferences,and privileges conferred upon stockholders, directors, and officers by orpursuant to this Certificate of Incorporation in its present form or ashereafter amended are subject to the rights reserved in this Article.

 

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**CERTIFICATE OF AMENDMENT**

**OF**

**RESTATED CERTIFICATE OFINCORPORATION**

**OF**

**CHRISTOPHER & BANKSCORPORATION**

 

Theundersigned hereby certify that at a meeting of the stockholders ofChristopher & Banks Corporation, a Delaware corporation, dulycalled and held on July 27, 2010, the amendment to the RestatedCertificate of Incorporation of Christopher & Banks Corporationset forth below was duly adopted in accordance with the provisions of section242 of the Delaware General Corporation Law, and that such amendment has notbeen subsequently modified or rescinded:

 

**RESOLVED**, that Article Fifth ofthe Restated Certificate of Incorporation of Christopher & BanksCorporation shall be amended in its entirety to read as follows:

 

FIFTH:  The business andaffairs of the Corporation shall be managed by the Board of Directors, andelection of directors need not be by written ballot unless and to the extentthe By-Laws of the Corporation so provide.

 

Section 1.  Election of Directors.

 

Thenumber of the directors of the Corporation shall be fixed from time to time byor pursuant to the By-Laws.  Commencingwith the 2010 annual meeting of stockholders, directors shall be electedannually for terms of one year, and shall hold office until the next succeedingannual meeting.  Directors elected at the2008 annual meeting of stockholders shall hold office until the 2011 annualmeeting of stockholders; and directors elected at the 2009 annual meeting ofstockholders shall hold office until the 2012 annual meeting ofstockholders.  In all cases, directorsshall hold office until their respective successors are elected by thestockholders and have qualified.

 

In the event that the holders of any class or series of stock of theCorporation having a preference as to dividends or upon liquidation of theCorporation shall be entitled, by a separate class vote, to elect directors asmay be specified pursuant to Article Fourth, then the provisions of suchclass or series of stock with respect to their rights shall apply. The numberof directors that may be elected by the holders of any such class or series ofstock shall be in addition to the number fixed pursuant to the precedingparagraph of this Article Fifth. Except as otherwise expressly provided pursuant to Article Fourth,the number of directors that may be so elected by the holders of any such classor series of stock shall be elected for terms expiring at the next annualmeeting of stockholders, and vacancies among directors so elected by theseparate class vote of any such class or series of stock shall be filled by theremaining directors elected by such class or series, or, if there are nosuch remaining directors, by the holders of such class or series in the samemanner in which such class or series initially elected a director.

 

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If at any meeting for the election of directors, more than one class ofstock, voting separately as classes, shall be entitled to elect one or moredirectors and there shall be a quorum of only one such class of stock, thatclass of stock shall be entitled to elect its quota of directorsnotwithstanding the absence of a quorum of the other class or classes of stock.

 

Section 2.  Newly Created Directorships and Vacancies.

 

Newlycreated directorships resulting from any increase in the number of directorsand any vacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other cause shall be filled by the affirmativevote of a majority of the remaining directors then in office, even though lessthan a quorum of the Board of Directors.  Any director elected inaccordance with the preceding sentence shall hold office for the remainder ofthe one-year term during which such director was electedand until suchdirector’s successor shall been elected and qualified.  No decrease in thenumber of directors constituting the Board of Directors shall shorten the termof any incumbent director.

 

**IN WITNESS WHEREOF**, we have executed thiscertificate this 29th day of July, 2010.

 

 

|                                                                                    |       | /s/  Luke R. Komarek                                            |
|-----------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------|
|                                                                                    |       | Luke  R. Komarek                                                |
|                                                                                    |       | Senior  Vice President, General Counsel and Corporate Secretary |
|                                                                                    |       |                                                            |
| **ATTEST**:                                                                             | ** ** |                                                            |
|                                                                                    |       |                                                            |
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| /s/  Michael J. Lyftogt                                                                 |       |                                                            |
| Michael  J. Lyftogt                                                                     |       |                                                            |
| Vice  President, Finance, Chief Accounting Officer and Interim Chief Financial  Officer |       |                                                            |

 

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