**Exhibit 3.2**

** **

**SECOND AMENDED AND RESTATED**

 

**BY-LAWS**

 

**OF**

 

**CHRISTOPHER & BANKS CORPORATION**

 

**ARTICLE I.STOCKHOLDERS**

 

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

 

**Section 2.  Special Meetings.**  Special meetings of the stockholders for anypurpose or purposes may be called only by the Chairman of the Board or theBoard of Directors.

 

**Section 3.  Place of Meetings.**  Except as otherwise provided in theseBy-Laws, all meetings of the stockholders shall be held at such dates, timesand places, within or without the State of Delaware, as shall be determined bythe Board of Directors or the Chief Executive Officer of the Corporation and asshall be stated in the notice of the meeting or in waivers of noticethereof.  If the place of any meeting isnot so fixed, it shall be held at the registered office of the Corporation inthe State of Delaware.

 

**Section 4.  Notice of Meetings.** Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meetingshall be given that shall state the place, date, and time of the meeting andthe purpose or purposes for which the meeting is called and shall indicate whocalled the meeting.  A copy of the noticeof any meeting shall be given, personally or by mail, not less than ten (10) normore than sixty (60) days before the date of the meeting, to each stockholderentitled to vote at the meeting.  Ifmailed, the notice shall be given when deposited in the United States mail,postage prepaid, and shall be directed to each stockholder at his address as itappears on the record of stockholders, unless he shall have filed with theSecretary of the Corporation a written request that notices to him be mailed tosome other address, in which case it shall be directed to him at the otheraddress.  Notice of any meeting of stockholdersshall not be required to be given to any stockholder who shall attend themeeting, except any stockholder who shall attend such meeting for the expresspurpose of objecting at the beginning thereof to the transaction of anybusiness because the meeting is not lawfully called or convened, or who shallsubmit, either before or after the meeting, a signed waiver of notice.  Unless the Board, after the adjournment,shall fix a new record date for an adjourned meeting or unless the adjournmentis for more than thirty (30) days, notice of an adjourned meeting need not begiven if the place, date and time to which the meeting shall be adjourned isannounced at the meeting at which the adjournment is taken.

 

**Section 5.  Quorum.**  Except as otherwise provided by law or by theCertificate of Incorporation of the Corporation, at each meeting ofstockholders, the holders of a majority of 

 

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the shares of each classentitled to vote thereat, present, in person or by proxy, shall constitute aquorum for the transaction of business by such class.

 

**Section 6.  Voting.**  At each meeting of stockholders, everystockholder of record shall be entitled to cast one vote for every share ofstock standing in her or his name on the books of the Corporation on the recorddate and entitled to vote at such meeting. A stockholder may vote in person or by proxy.  Except as otherwise provided by law, by theCertificate of Incorporation of the Corporation, or by these By-Laws, any corporateaction to be taken by a vote of the stockholders, other than the election ofdirectors, shall be authorized by not less than a majority of the votes cast ata meeting by the stockholders present, in person or by proxy, and entitled tovote thereon.  Directors shall be electedas provided in Section 3 of Article II of these By-Laws.  Written ballots shall not be required forvoting on any matter unless ordered by the Chairman of the meeting.

 

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

 

**Section 8.  List of Stockholders.**  At least ten (10) days before everymeeting of stockholders, a list of the stockholders (including their addresses)entitled to vote at the meeting and their record holdings as of the record dateshall be open for examination by any stockholder, during ordinary businesshours, at a place within the city where the meeting is to be held, which placeshall be specified in the notice of the meeting, or, if not so specified, atthe place where the meeting is to be held. The list also shall be kept at and throughout the meeting.

 

**Section 9.  Rules of Conduct.**  The Board of Directors or the Chairman mayadopt such rules, regulations and procedures for the conduct of any meeting ofthe stockholders as it deems appropriate including, without limitation, rules,regulations and procedures regarding participation in the meeting by means ofremote communication.  Except to theextent inconsistent with any applicable rules, regulations or proceduresadopted by the Board of Directors, the Chairman of any meeting may adopt suchrules, regulations and procedures for the meeting, and take such actions withrespect to the conduct of the meeting, as the Chairman of the meeting deemsappropriate.  The rules, regulations andprocedures adopted may include, without limitation, rules that (i) establishan agenda or order of business, (ii) are intended to maintain order andsafety at the meeting, (iii) restrict entry to the meeting after the timefixed for its commencement and (iv) limit the time allotted to stockholderquestions or comments.  Unless otherwisedetermined by the Board of Directors or the Chairman, meetings of thestockholders need not be held in accordance with the rules ofparliamentary procedure.

 

**Section 10.  Proxies.**  Each stockholder entitled to vote at ameeting of stockholders may authorize another person or persons to act for suchstockholder by proxy as permitted by the General Corporation Law of the Stateof Delaware.

 

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**Section 11.  Notice of Nominations and Other Business atAnnual Meetings.**

 

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

 

(b)           For nominations orother business to be properly brought before an annual meeting by a stockholderpursuant to clause (3) of paragraph (a) of this Section, thestockholder must have given timely notice thereof in writing to the Secretaryof the Corporation and such other business must be a proper matter forstockholder action. To be timely, a stockholder’s notice shall be delivered tothe Secretary at the principal executive offices of the Corporation not laterthan the close of business on the ninetieth (90th) day nor earlierthan the close of business on the one hundred twentieth (120th) dayprior to the first anniversary of the preceding year’s annual meeting;provided, however, that in the event that the date of the annual meeting isadvanced by more than thirty (30) days or delayed by more than thirty (30) daysfrom such anniversary date, notice by the stockholder to be timely must be sodelivered not earlier than the close of business on the one hundred twentieth(120th) day prior to such annual meeting and not later than theclose of business on the later of the ninetieth (90th) day prior tosuch annual meeting or, if the first public announcement is less than onehundred twenty (120) days prior to the date of such meeting, the tenth (10th)day following the day on which public announcement of the date of such meetingis first made.  In no event shall anyadjournment or postponement of an annual meeting or the announcement thereofcommence a new time period for the giving of a stockholder’s notice asdescribed above.  Such stockholder’snotice shall set forth (1) as to each person whom the stockholder proposesto nominate for election or reelection as a director all information relatingto such person that is required to be disclosed in solicitations of proxies forelection of directors, or is otherwise required, in each case pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (2) as toany other business that the stockholder proposes to bring before the meeting, abrief description of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such stockholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (3) as to the stockholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination orproposal is made (i) the name and address of such stockholder, as theyappear on the Corporation’s books, and of such beneficial owner and (ii) theclass and number of shares of the Corporation which are owned beneficially andof record by such stockholder and such beneficial owner.

 

(c)           Only such personswho are nominated in accordance with the procedures set forth in this Section shallbe eligible to serve as directors and only such business shall be conducted atan annual meeting of stockholders as shall have been brought before the meetingin accordance with the procedures set forth in this Section.  Except as otherwise provided by law, theChairman of the meeting shall have the power and duty to determine whether anomination or 

 

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any business proposed to bebrought before the meeting was made in accordance with the procedures set forthin this Section and, if any proposed nomination or business is not incompliance with these By-Laws, to declare that such defective proposed businessor nomination shall be disregarded.

 

(d)           For the purposes ofthis Section, “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or a comparablenational news service or in a document publicly filed by the Corporation withthe Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) ofthe Exchange Act.

 

(e)           Nothing in this Section shallbe deemed to affect any rights of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to and in compliancewith Rule 14a-8 under the Exchange Act.

 

**Section 12.  Record Date.**  If the Corporation proposes to take anyaction for which the General Corporation Law of the State of Delaware wouldpermit it to set a record date, the Board of Directors may set such a recorddate as provided under the General Corporation Law of the State of Delaware.

 

**ARTICLE II.BOARD OF DIRECTORS**

 

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

 

**Section 2.  Number.**  Except as otherwise provided in theCertificate of Incorporation of the Corporation, the number of directors of theBoard of Directors shall be fixed from time to time by the majority vote of theentire Board of Directors.  No decreasein the number of directors constituting the Board of Directors shall shortenthe term of any incumbent director.

 

**Section 3.  Election and Term of Directors.**  The directors shall be classified, withrespect to the time for which they severally hold office, into three classes,as nearly equal in number as possible, as determined by the Board of Directors,with the members of each class to hold office until their successors areelected and qualified.  At each annualmeeting of the stockholders of the Corporation, the successors of the class ofdirectors whose term expires at that meeting shall be elected to hold officefor a term expiring at the annual meeting of stockholders held in the thirdyear following the year of their election.

 

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

 

**Section 4.  Resignations.**  Any director may resign at any time by givingwritten notice of his resignation to the Corporation.  A resignation shall take effect at the timespecified therein or, if the time when it shall become effective shall not bespecified therein, immediately upon its receipt, and, unless otherwisespecified therein, the acceptance of a resignation shall not be necessary tomake it effective.

 

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**Section 5.  Removal.**  Any director may be removed by thestockholders of the Corporation only for Cause and only by the affirmative thestockholders then entitled to vote in the election of directors.  For this purpose, “cause” means (i) thedirector’s conviction or pleading nolo contendere to felony criminal conduct, (ii) thecommission by the director of fraud, misappropriation or embezzlement inconnection with the Corporation’s business, (iii) the material breach orviolation by the director of any agreement with the Corporation, (iv) thewillful and material misconduct by the director or willful and material failureby the director to perform the duties of director.”

 

**Section 6.  Newly Created Directorships and Vacancies.**  Except as otherwise provided in theCertificate of Incorporation of the Corporation newly created directorshipsresulting from any increase in the number of directors and any vacancies on theBoard of Directors resulting from death, resignation, disqualification, removalor other cause shall be filled by the affirmative vote of a majority of theremaining directors then in office, even though less than a quorum of the Boardof Directors.  Any director elected inaccordance with the preceding sentence shall hold office for the remainder ofthe term of the class of directors in which the new directorship was created orthe vacancy occurred and until such director’s successor shall have beenelected and qualified.  No decrease inthe number of directors shall shorten the term of any incumbent director.

 

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

 

**Section 8.  Special Meetings.**  A special meeting of the Board of Directorsmay be called by the Chief Executive Officer or by any two (2) directorsand shall be held at such time and place as are fixed in the call of themeeting.  Notice of each special meetingshall be given to each director by mail, addressed to the address last given byeach director to the Secretary or, if none has been given, at the director’sresidence or usual place of business, at least three (3) days before theday on which the meeting is to be held, or shall be sent to the director bytelegram, cable, wireless, or similar means so addressed or shall be deliveredpersonally or by telephone, at least twenty-four (24) hours before the time themeeting is to be held.  If mailed, thenotice shall be deemed to have been given when deposited in the United Statesmail, postage prepaid, and if telegraphed, cabled or wired, the notice shall bedeemed to have been given when the contents of the telegram are transmitted tothe telegraph, cable or wireless service with instructions that the telegram,cable or wire immediately be dispatched. Notice of any meeting need not be given to any director who shallsubmit, either before or after the meeting, a signed waiver of notice or whoshall attend the meeting, except if such director shall attend for the expresspurpose of objecting at the beginning thereof to the transaction of anybusiness because the meeting is not lawfully called or convened.  Notice of any adjourned meeting, includingthe place, date and time of the new meeting, shall be given to all directorsnot present at the time of the adjournment, as well as to the other directorsunless the place, date and time of the new meeting is announced at theadjourned meeting.  Each notice shallstate the time and place of the meeting but need not state the purposesthereof.

 

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**Section 9.  Quorum and Manner of Acting.**  At each meeting of the Board of Directors thepresence of a majority of the total number of directors shall be required toconstitute a quorum for the transaction of business, and the vote of a majorityof the directors present at the time of the vote, if a quorum is present atthat time, shall be the act of the Board of Directors.  A majority of the directors present, whetheror not a quorum is present, may adjourn any meeting to another place, date andtime.  Members of the Board of Directorsor any committee designated by the Board of Directors may participate inmeetings of the Board of Directors or any such committee by means of conferencetelephone or similar communications equipment by which all personsparticipating in the meeting can hear each other, and such participation shallconstitute presence in person at the meeting.

 

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

 

**Section 11.  Compensation.**  The Board of Directors shall have theauthority to fix the compensation of directors for services in any capacity andto provide that the Corporation shall reimburse each director for any expensespaid by him on account of his attendance at any regular or special meeting ofthe Board.  Nothing herein containedshall be construed so as to preclude any director from serving the Corporationin any other capacity, or from serving any of its stockholders, subsidiaries oraffiliated corporations in any capacity and receiving proper compensationtherefor.

 

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

 

**Section ****13.  Chairman of the Board. **********TheBoard shall elect a Chairman of the Board from among the members of theBoard.  The Board shall designate theChairman as either a Non-Executive Chairman of the Board or, in accordance withthe provisions of Section 1 of Articles III of these By-Laws, an ExecutiveChairman of the Board.  (References inthese By-Laws to the “Chairman” shall mean the Non-Executive Chairman orExecutive Chairman, as designated by the Board).  The Chairman shall preside at all meetings ofthe Board and shall perform such other duties as may be directed by the Boardor as otherwise set forth in these By-Laws.****

 

**Section 14.  Vice Chairman of the Board**.  TheBoard may elect a Vice Chairman of the Board from among the members of theBoard.  If the Board has elected a ViceChairman of 

 

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the Board, the Vice Chairman shall perform such duties as maybe designated by the Chairman, subject to the direction of the Board.

 

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

 

**Section 16.  Conduct of Meetings.**  At each meeting of the Board of Directors,the Chairman of the Board of Directors or, in his absence, a director chosen bya majority of the directors present, shall act as Chairman of the meeting.  The Secretary or, in his absence, any personappointed by the Chairman of the meeting, shall act as Secretary of the meetingand keep the minutes thereof.  The orderof business at all meetings of the Board of Directors shall be as determined bythe Chairman of the meeting.

 

**ARTICLE III.OFFICERS**

 

**Section 1.  Officers Enumerated.**  The officers of the Corporation shall be aChief Executive Officer, President, Chief Operating Officer, one or more VicePresidents, a Secretary, and a Chief Financial Officer, and such other officersas the Board of Directors may in its discretion elect.  Any two or more offices may be held by thesame person.  Without limiting thegenerality of the foregoing, the Board may designate the Chairman as anExecutive Chairman, in which case such person shall be an officer of theCorporation and shall have, in addition to the duties set forth in these By-Laws,such powers and authority as determined by the Board.

 

**Section 2.  Election and Term of Office.**  All officers shall be elected by the Board ofDirectors at such times as the Board deems appropriate.  Unless elected for a lesser term, and subjectalways to the right of the Board of Directors to remove an officer with orwithout cause, each officer shall hold office-until his successor has beenelected and qualified.

 

**Section 3.  Chief Executive Officer. **The Chief ExecutiveOfficer shall be the principal executive officer of the Corporation and shallbe responsible for the general management, direction and control of all of thebusiness and affairs of the Corporation, subject only to the supervision of theBoard of Directors.  In the absence ordisability of any other officer of the Corporation, the Chief Executive Officermay possess and perform the duties of that officer and shall perform other suchduties as the Board of Directors may prescribe.

 

**Section 4.  The President**.  The President shall have such duties as may,from time to time be prescribed by the Board of Directors or be delegated bythe Chief Executive Officer.  ThePresident shall report to the Chief Executive Officer if the President is notalso serving as Chief Executive Officer.

 

**Section 5.  Chief Operating Officer. **The Chief OperatingOfficer shall be responsible for the daily operations of the Corporation’sbusiness and shall have such other authority and duties as the Board ofDirectors or the Chief Executive Officer may prescribe.

 

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**Section 6.  The Vice Presidents.**  Each Vice President shall have such powersand shall perform such duties as may be prescribed by the Board of Directors orby the Chief Executive Officer.  Thefollowing categories of Vice Presidents may be elected by the Board ofDirectors:

 

(i)            Executive VicePresidents

 

(ii)           Senior VicePresidents

 

(iii)          Vice Presidents

 

**Section 7.  The Secretary.**  The Secretary shall issue notices of allmeetings of stockholders and of the directors whenever notice is required.  He shall keep the minutes of all meetings ofstockholders and of the Board of Directors in a book to be kept for thatpurpose.  He shall sign such instrumentsas require his signature and shall posses such other powers and perform suchother duties as usually pertain to his office or as the Board of Directors mayprescribe.

 

**Section 8.  Chief Financial Officer**.  The Chief Financial Officer shall have thecare and custody of all the moneys and securities of the Corporation.  He shall keep or cause to be kept completeand accurate books of account of all moneys received and paid on account of theCorporation.  He shall sign suchinstruments as require his signature and shall possess such other powers andperform such other duties as usually pertain to his office or as the Board ofDirectors may prescribe.

 

**Section 9.  Assistant Officers.**  If the Board of Directors shall elect anyAssistant Vice President, Assistant Secretary, or Assistant Financial Officer,such assistant officer shall assist the officer to whom he is assistant, shallpossess that officer’s powers and perform that officer’s duties in his absenceor incapacity, and shall possess such other powers and perform such otherduties as the Board of Directors may prescribe.

 

**Section 10.  Resignations.**  Any officer may resign at any time by givingwritten notice of his resignation to the Corporation.  A resignation shall take effect at the timespecified therein or, if the time when it shall become effective shall not bespecified therein, immediately upon its receipt, and, unless otherwisespecified therein, the acceptance of a resignation shall not be necessary tomake it effective.

 

**Section 11.  Vacancies.**  If an office becomes vacant for any reason,the Board of Directors or the stockholders may fill the vacancy, and eachofficer so elected shall serve for the remainder of his predecessor’s term.

 

**ARTICLEIV.PROVISIONS RELATING TO STOCKCERTIFICATES AND STOCKHOLDERS**

 

**Section 1.  Certificates.**  Shares of the capital stock of theCorporation may be certificated or uncertificated, as approved by the Board ofDirectors and as provided under the General Corporation Law of the State ofDelaware.  Shares of stock represented bycertificates

 

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shall be in such form as shallbe approved by the Board of Directors. Stock certificates shall be signed in the name of the Corporation by (i) theChairman of the Board of Directors, the President or any Vice President and (ii) theTreasurer, Secretary or any Assistant Treasurer or Assistant Secretary of theCorporation.  Any or all of thesignatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who signed or whosefacsimile signature has been placed upon a certificate shall have ceased to bean officer, transfer agent or registrar before such certificate is issued, itmay be issued by the Corporation with the same effect as if such person weresuch officer, transfer agent or registrar at the date of issue.

 

**Section 2.  Lost Certificates, Etc.**  Except as otherwise provided in theCertificate of Incorporation of the Corporation, the Corporation may issue anew certificate for shares in place of any certificate theretofore issued byit, alleged to have been lost, mutilated, stolen or destroyed, and the Board ofDirectors may require the owner of the lost, mutilated, stolen or destroyedcertificate, or his legal representatives, to make an affidavit of that factand to give the Corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the Corporation on account of thealleged loss, mutilation, theft or destruction of the certificate or theissuance of a new certificate.

 

**Section 3.  Transfers of Shares.**  Transfers of stock shall be on the books ofthe Corporation only by the record holder of such stock, or by attorneylawfully constituted in writing, and, in the case of stock represented by acertificate after due presentation of the stock certificates thereforappropriately endorsed or accompanied by proper evidence of succession,assignment or authority to transfer.

 

**ARTICLE V.GENERAL**

 

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

 

Before any payment of any dividend there may be set aside out of anyfunds of the Corporation available for dividends such sum or sums as the Boardof Directors from time to time, in their absolute discretion, think proper as areserve fund to meet contingencies, or for equalizing dividends, or for suchother purpose as the Board of Directors shall think advisable for the interestsof the Corporation, and the Board of Directors may abolish such reserve.

 

**Section 2.  Indemnification.**  To the full extent authorized, permitted, orallowed by law, whether or not specifically required by Section 145 of theGeneral Corporation Law of the State of Delaware or any successor orsupplemental provision, the Corporation shall indemnify any person made or threatenedto be made a party in any civil, criminal, or other action, suit, or proceedingby reason of the fact that he, his testator or intestate, is or was a directoror officer of the Corporation or any subsidiary of the Corporation, or is orwas serving at the request of the Corporation, confirmed in writing, as adirector or officer of, or in a comparable capacity for, another corporation,partnership, joint venture, trust or other enterprise.

 

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**Section 3.  Fiscal Year.**  The fiscal year of the Corporation shall endat the close of business on that Saturday in February or March whichfalls closest to the last day of February.

 

**ARTICLE VI.AMENDMENTS**

 

**Section 1.  By-Law Amendments.**  The By-Laws of the Corporation may be made,altered, or repealed by vote of the stockholders at any annual meeting or atany special meeting called for the purpose or, except as otherwise provided inthese By-Laws or by law, by vote of a majority of the authorized number of directorsat any regular or special meeting.  Noamendment of the provisions of these By-Laws shall be effected if as a resultthereof, these By-Laws would be in conflict with the provisions of theCertificate of Incorporation of the Corporation.

 

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