Exhibit 3.2
**RESTATED BY-LAWS**
**OF**
**WILSONS THE LEATHER EXPERTS INC.**
**TABLE OF CONTENTS**       **Section**   **Page**SHAREHOLDERS    1 1.01 Place of Meetings  1 1.02 Regular Meetings  1 1.03 Special Meetings  1 1.04 Meetings Held Upon Shareholder Demand  1 1.05 Adjournments  2 1.06 Notice of Meetings  2 1.07 Waiver of Notice  2 1.08 Voting Rights  2 1.09 Proxies  2 1.10 Quorum  3 1.11 Acts of Shareholders  3 1.12 Action Without a Meeting  3 1.13 Advance Notice Requirements  3 DIRECTORS    7 2.01 Number, Qualifications and Classes of Directors  7 2.02 Election of Directors; Vacancies  7 2.03 Intentionally Omitted  8 2.04 Place of Meetings  8 2.05 Regular Meetings  8 2.06 Special Meetings  8 2.07 Waiver of Notice; Previously Scheduled Meetings  8 2.08 Quorum  9 2.09 Acts of Board  9 2.10 Participation by Electronic Communications  9 2.11 Absent Directors  9 2.12 Action Without a Meeting  9 2.13 Committees  9 2.14 Special Litigation Committee  10 2.15 Compensation  10 
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       **Section**   **Page**OFFICERS    10 3.01 Number and Designation  10 3.02 Chief Executive Officer  10 3.03 Chief Financial Officer  11 3.04 President  11 3.05 Vice Presidents  11 3.06 Secretary  11 3.07 Treasurer  11 3.08 Authority and Duties  11 3.09 Term  12 3.10 Salaries  12 INDEMNIFICATION    12 4.01 Indemnification  12 4.02 Insurance  12 SHARES    12 5.01 Certificated and Uncertificated Shares  12 5.02 Declaration of Dividends and Other Distributions  13 5.03 Transfer of Shares  13 5.04 Record Date  13 MISCELLANEOUS    14 6.01 Execution of Instruments  14 6.02 Advances  14 6.03 Corporate Seal  14 6.04 Fiscal Year  14 6.05 Amendments  14 6.06 Inapplicability of Control Share Acquisition Statute  14 6.07 Limited Applicability of Business Combination Statute  15 
          This Table of Contents is not part of the By-Laws of the Corporation. Itis intended merely to aid in the utilization of the By-Laws.
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Exhibit 3.2
**RESTATED BY-LAWS**
**OF**
**WILSONS THE LEATHER EXPERTS INC.**
SHAREHOLDERS
          Section 1.01 Place of Meetings. Each meeting of the shareholders shallbe held at the principal executive office of the Corporation or at such otherplace as may be designated by the Board of Directors or the Chief ExecutiveOfficer; provided, however, that any meeting called by or at the demand of ashareholder or shareholders shall be held in the county where the principalexecutive office of the Corporation is located.
          Section 1.02 Regular Meetings. Regular meetings of the shareholders maybe held on an annual or other less frequent basis as determined by the Board ofDirectors; provided, however, that if a regular meeting has not been heldduring the immediately preceding 15 months, a shareholder or shareholdersholding three percent or more of the voting power of all shares entitled tovote may demand a regular meeting of shareholders by written demand given tothe Chief Executive Officer or Chief Financial Officer of the Corporation.
          Section 1.03 Special Meetings. A special meeting of the shareholdersmay be called for any purpose or purposes at any time by the Chief ExecutiveOfficer; by the Chief Financial Officer; by the Board of Directors or any twoor more members thereof; or by one or more shareholders holding not less thanten percent of the voting power of all shares of the Corporation entitled tovote (except that a special meeting for the purpose of considering any actionto directly or indirectly facilitate or effect a business combination,including any action to change or otherwise affect the composition of the Boardfor that purpose, must be called by shareholders holding not less than 25percent of the voting power of all shares of the Corporation entitled to vote),who shall demand such special meeting by written notice given to the ChiefExecutive Officer or the Chief Financial Officer of the Corporation specifyingthe purposes of such meeting.
          Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 daysafter receipt of a demand by the Chief Executive Officer or the Chief FinancialOfficer from any shareholder or shareholders entitled to call a meeting of theshareholders, it shall be the duty of the Board of Directors of the Corporationto cause a special or regular meeting of shareholders, as the case may be, tobe duly called and held on notice no later than 90 days after receipt of suchdemand. If the Board fails to cause such a meeting to be called and held asrequired by this Section, the shareholder or shareholders making the demand maycall the meeting by giving notice as provided in Section 1.06 hereof at theexpense of the Corporation.
 

 

          Section 1.05 Adjournments. Any meeting of the shareholders may beadjourned from time to time to another date, time and place. If any meeting ofthe shareholders is so adjourned, no notice as to such adjourned meeting needbe given if the date, time and place at which the meeting will be reconvenedare announced at the time of adjournment and the adjourned meeting is heldwithin 120 days after the date fixed for the original meeting.
          Section 1.06 Notice of Meetings. Unless otherwise required by law,written notice of each meeting of the shareholders, stating the date, time andplace and, in the case of a special meeting, the purpose or purposes, shall begiven at least ten days and not more than 60 days prior to the meeting to everyholder of shares entitled to vote at such meeting except as specified inSection 1.05 or as otherwise permitted by law. The business transacted at aspecial meeting of shareholders is limited to the purposes stated in the noticeof the meeting.
          Section 1.07 Waiver of Notice. A shareholder may waive notice of thedate, time, place and purpose or purposes of a meeting of shareholders. Awaiver of notice by a shareholder entitled to notice is effective whether givenbefore, at or after the meeting, and whether given in writing, orally or byattendance. Attendance by a shareholder at a meeting is a waiver of notice ofthat meeting, unless the shareholder objects at the beginning of the meeting tothe transaction of business because the meeting is not lawfully called orconvened, or objects before a vote on an item of business because the item maynot lawfully be considered at that meeting and does not participate in theconsideration of the item at that meeting.
          Section 1.08 Voting Rights. Subdivision 1. A shareholder shall haveone vote for each share held which is entitled to vote. Except as otherwiserequired by law, a holder of shares entitled to vote may vote any portion ofthe shares in any way the shareholder chooses. If a shareholder votes withoutdesignating the proportion or number of shares voted in a particular way, theshareholder is deemed to have voted all of the shares in that way.
          Subdivision 2. The Board of Directors may fix a date not more than 60days before the date of a meeting of shareholders as the date for thedetermination of the holders of shares entitled to notice of and entitled tovote at the meeting. When a date is so fixed, only shareholders on that dateare entitled to notice of and permitted to vote at that meeting ofshareholders.
          Section 1.09 Proxies. A shareholder may cast or authorize the castingof a vote by filing a written appointment of a proxy with an officer of theCorporation at or before the meeting at which the appointment is to beeffective. The shareholder may sign or authorize the written appointment bytelegram, cablegram or other means of electronic transmission, provided thatthe Corporation has no reason to believe that the telegram, cablegram or otherelectronic transmission was not authorized by the shareholder. Any copy,facsimile, telecommunication or other reproduction of the original of eitherthe writing or transmission may be used in lieu of the original, provided thatit is a complete and legible reproduction of the entire original.
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          Section 1.10 Quorum. The holders of a majority of the voting power ofthe shares entitled to vote at a shareholders meeting are a quorum for thetransaction of business. If a quorum is present when a duly called or heldmeeting is convened, the shareholders present may continue to transact businessuntil adjournment, even though the withdrawal of a number of the shareholdersoriginally present leaves less than the proportion or number otherwise requiredfor a quorum.
          Section 1.11 Acts of Shareholders. Subdivision 1. Except as otherwiserequired by law or specified in the Articles of Incorporation of theCorporation, the shareholders shall take action by the affirmative vote of theholders of the greater of (a) a majority of the voting power of the sharespresent and entitled to vote on that item of business or (b) a majority of thevoting power of the minimum number of shares entitled to vote that wouldconstitute a quorum for the transaction of business at a duly held meeting ofshareholders.
          Subdivision 2. A shareholder voting by proxy authorized to vote on lessthan all items of business considered at the meeting shall be considered to bepresent and entitled to vote only with respect to those items of business forwhich the proxy has authority to vote. A proxy who is given authority by ashareholder who abstains with respect to an item of business shall beconsidered to have authority to vote on that item of business.
          Section 1.12 Action Without a Meeting. Any action required or permittedto be taken at a meeting of the shareholders of the Corporation may be takenwithout a meeting by written action signed by all of the shareholders entitledto vote on that action. The written action is effective when it has beensigned by all of those shareholders, unless a different effective time isprovided in the written action.
          Section 1.13 Advance Notice Requirements. Subdivision 1. Only personswho are nominated in accordance with the procedures set forth in this Section1.13 shall be eligible for election as directors. Nominations of persons forelection to the Board of Directors of the Corporation may be made at a meetingof shareholders (i) by or at the direction of the Board of Directors, or (ii)by any shareholder of the Corporation entitled to vote for the election ofdirectors at the meeting who complies with the notice procedures hereinafterset forth in this Subd. 1.
     (a) Timing of Notice. Nominations by shareholdersshall be made pursuant to timely notice in writing to theSecretary of the Corporation. To be timely, a shareholder’snotice of nominations to be made at an annual meeting ofshareholders must be delivered to the Secretary of theCorporation, or mailed and received at the principalexecutive office of the Corporation, not less than 90 daysbefore the first anniversary of the date of the precedingyear’s annual meeting of shareholders. If, however, the dateof the annual meeting of shareholders is more than 30 daysbefore or after such anniversary date,
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notice by a shareholder shall be timely only if so deliveredor so mailed and received not less than 90 days before suchannual meeting or, if later, within 10 days after the firstpublic announcement of the date of such annual meeting. Ifa special meeting of shareholders of the Corporation iscalled in accordance with Section 1.03 for the purpose ofelecting one or more directors to the Board of Directors orif a regular meeting other than an annual meeting is held,for a shareholder’s notice of nominations to be timely itmust be delivered to the Secretary of the Corporation, ormailed and received at the principal executive office of theCorporation, not less than 90 days before such specialmeeting or such regular meeting or, if later, within 10 daysafter the first public announcement of the date of suchspecial meeting or such regular meeting. Except to theextent otherwise required by law, the adjournment of aregular or special meeting of shareholders shall notcommence a new time period for the giving of a shareholder’snotice as described above.
     (b) Content of Notice. A shareholder’s notice to theCorporation of nominations for a regular or special meetingof shareholders shall set forth (x) as to each person whomthe shareholder proposes to nominate for election orre-election as a director: (i) such person’s name, (ii) allinformation relating to such person that is required to bedisclosed in solicitations of proxies for election ofdirectors in an election contest, or that is otherwiserequired, pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended, and (iii) such person’swritten consent to being named in the proxy statement as anominee and to serving as a director if elected; and (y) asto the shareholder giving the notice: (i) the name andaddress, as they appear on the Corporation’s books, of suchshareholder, (ii) the class or series (if any) and number ofshares of the Corporation that are beneficially owned bysuch shareholder, and (iii) a representation that theshareholder is a holder of record of shares of theCorporation entitled to vote for the election of directorsand intends to appear in person or by proxy at the meetingto nominate the person or persons specified in the notice.At the request of the Board of Directors, any personnominated by the Board of Directors for election as adirector shall furnish to the Secretary of the Corporationthe information required to be set forth in a shareholder’snotice of nomination that pertains to a nominee.
     (c) Consequences of Failure to Give Timely Notice.Notwithstanding anything in these By-Laws to the contrary,no person shall be eligible for election as a director ofthe Corporation unless nominated in accordance with theprocedures set forth in this Subd. 1 of
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this Section. The Chairman of the meeting shall, if thefacts warrant, determine and declare to the meeting that anomination was not made in accordance with the proceduresprescribed in this Subd. 1 of this Section and, if theChairman should so determine, the Chairman shall so declareto the meeting, and the defective nomination shall bedisregarded.
     Subd. 2. The business conducted at any special meeting of shareholders ofthe Corporation shall be limited to the purposes stated in the notice of thespecial meeting pursuant to Section 1.06. At any regular meeting ofshareholders of the Corporation, only such business (other than the nominationand election of directors, which shall be subject to Subd. 1 of this Section)may be conducted as shall be appropriate for consideration at the meeting ofshareholders and as shall have been brought before the meeting (i) by or at thedirection of the Board of Directors, or (ii) by any shareholder of theCorporation entitled to vote at the meeting who complies with the noticeprocedures hereinafter set forth in this Subd. 2 of this Section.
     (a) Timing of Notice. For such business to be properlybrought before any regular meeting by a shareholder, theshareholder must have given timely notice thereof in writingto the Secretary of the Corporation. To be timely, ashareholder’s notice of any such business to be conducted atan annual meeting must be delivered to the Secretary of theCorporation, or mailed and received at the principalexecutive office of the Corporation, not less than 90 daysbefore the first anniversary of the date of the precedingyear’s annual meeting of shareholders. If, however, thedate of the annual meeting of shareholders is more than 30days before or after such anniversary date, notice by ashareholder shall be timely only if so delivered or somailed and received not less than 90 days before such annualmeeting or, if later, within 10 days after the first publicannouncement of the date of such annual meeting. To betimely, a shareholder’s notice of any such business to beconducted at a regular meeting other than an annual meetingmust be delivered to the Secretary of the Corporation, ormailed and received at the principal executive office of theCorporation, not less than 90 days before such regularmeeting or, if later, within 10 days after the first publicannouncement of the date of such regular meeting. Except tothe extent otherwise required by law, the adjournment of aregular meeting of shareholders shall not commence a newtime period for the giving of a shareholder’s notice asrequired above.
     (b) Content of Notice. A shareholder’s notice to theCorporation shall set forth as to each matter theshareholder proposes to bring before the regular meeting (v)a brief description of the business
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desired to be brought before the meeting and the reasons forconducting such business at the meeting, (w) the name andaddress, as they appear on the Corporation’s books, of theshareholder proposing such business, (x) the class or series(if any) and number of shares of the Corporation that arebeneficially owned by the shareholder, (y) any materialinterest of the shareholder in such business, and (z) arepresentation that the shareholder is a holder of record of shares entitled to vote at the meeting and intends to appearin person or by proxy at the meeting to make the proposal.
     (c) Consequences of Failure to Give Timely Notice.Notwithstanding anything in these By-Laws to the contrary,no business (other than the nomination and election ofdirectors) shall be conducted at any regular meeting exceptin accordance with the procedures set forth in this Subd. 2of this Section. The Chairman of the meeting shall, if thefacts warrant, determine and declare to the meeting thatbusiness was not properly brought before the meeting inaccordance with the procedures described in this Subd. 2 ofthis Section and, if the Chairman should so determine, theChairman shall so declare to the meeting, and any suchbusiness not properly brought before the meeting shall notbe transacted. Nothing in this Section shall be deemed topreclude discussion by any shareholder of any businessproperly brought before the meeting in accordance with theseBy-Laws.
     Subd. 3. For purposes of this Section, “public announcement” meansdisclosure (i) when made in a press release reported by the Dow Jones NewsService, Associated Press, or comparable national news service, (ii) when filedin a document publicly filed by the corporation with the Securities andExchange Commission pursuant to Section 13, 14, or 15(d) of the SecuritiesExchange Act of 1934, as amended, or (iii) when mailed as the notice of themeeting pursuant to Section 1.06.
     Subd. 4. Notwithstanding the foregoing provisions of this Section, ashareholder shall also comply with all applicable requirements of Minnesota lawand the Securities Exchange Act of 1934, as amended, and the rules andregulations thereunder with respect to the matters set forth in this Section.
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DIRECTORS
          Section 2.01 Number, Qualifications and Classes of Directors. Thebusiness and affairs of the Corporation shall be managed by or under thedirection of a Board of Directors consisting of not less than five nor morethan eleven members. Directors shall be natural persons but need not beshareholders. The number of directors may be increased or decreased by theshareholders or by the Board of Directors from the number of directors on theBoard of Directors immediately prior to the increase or decrease; provided,however, that any change by the shareholders in the number of directors on theBoard of Directors (including, without limitation, changes at annual meetingsof shareholders) shall be approved by the affirmative vote of not less thanseventy-five percent (75%) of the voting power of all shares of capital stockof the corporation entitled to vote, voting together as a single class, unlesssuch change shall have been approved by a majority of the entire Board ofDirectors. If such change shall not have been so approved by the shareholdersor by the Board of Directors, the number of directors shall remain the same.The directors shall be divided into three classes, designated Class I, Class IIand Class III. Each class shall consist, as nearly as may be possible, ofone-third of the total number of directors constituting the entire Board ofDirectors.
          Section 2.02 Election of Directors; Vacancies. At the annual meeting ofshareholders of the Corporation held in 2002, Class I directors shall beelected for a one-year term, Class II directors shall be elected for a two-yearterm and Class III directors shall be elected for a three-year term. At eachsucceeding annual meeting of shareholders of the Corporation beginning with theannual meeting held in 2003, successors to the class of directors whose termexpires at that annual meeting shall be elected for a three-year term. If thenumber of directors is changed, any increase or decrease shall be apportionedamong the classes so as to maintain the number of directors in each class asnearly equal as possible, and any additional director of any class elected tofill a vacancy resulting from an increase in such class shall hold office for aterm that shall coincide with the remaining term of that class even if thatterm shall extend beyond the next annual meeting of shareholders. In no casewill a decrease in the number of directors shorten the term of any incumbentdirector. A director shall hold office until the annual meeting for the yearin which the director’s term expires and until a successor shall be elected andqualify, subject, however, to prior death, resignation, retirement,disqualification or removal from office. Removal of a director from office(including a director named by the Board of Directors to fill a vacancy ornewly created directorship) during the term of the director, with or withoutcause, shall require the affirmative vote of not less than seventy-five percent(75%) of the voting power of all shares of capital stock of the corporationentitled to vote, voting together as a single class. Any vacancy on the Boardof Directors that results from an increase in the number of directors may befilled by a majority of the Board of Directors then in office, and any othervacancy occurring in the Board of Directors may be filled by a majority of thedirectors then in office, although less than a quorum, or by a sole remainingdirector. Any director elected to fill a vacancy not resulting from anincrease in the number of directors shall have the same
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remaining term as that of such director’s predecessor even if that termshall extend beyond the next annual meeting of shareholders. Notwithstandingthe foregoing, whenever the holders of any one or more classes or series ofPreferred Stock issued by the corporation shall have the right, votingseparately by class or series, to elect directors at a regular or specialmeeting of shareholders, the election, term of office, filling of vacancies andother features of such directorships may be governed by or pursuant to theapplicable terms of the Articles of Incorporation or resolutions adopted by theBoard of Directors of the corporation pursuant to the Articles of Incorporationof the Corporation, and such directors so elected shall not be divided intoclasses unless expressly provided by such terms.
          Section 2.03 Intentionally Omitted.
          Section 2.04 Place of Meetings. Each meeting of the Board of Directorsshall be held at the principal executive office of the Corporation or at suchother place as may be designated from time to time by a majority of the membersof the Board or by the Chief Executive Officer. A meeting may be held byconference among the directors using any means of communication through whichthe directors may simultaneously hear each other during the conference.
          Section 2.05 Regular Meetings. Regular meetings of the Board ofDirectors for the election of officers and the transaction of any otherbusiness shall be held without notice at the place of and immediately aftereach regular meeting of the shareholders or at such other time and place as theBoard of Directors shall determine at a previous meeting of the Board ofDirectors, or as the Chief Executive Officer or President shall fix in a noticegiven to all directors not less than two days before the meeting, provided thatwhen notice is mailed, at least four days’ notice shall be given.
          Section 2.06 Special Meetings. A special meeting of the Board ofDirectors may be called for any purpose or purposes at any time by any memberof the Board by giving not less than two days’ notice to all directors of thedate, time and place of the meeting, provided that when notice is mailed, atleast four days’ notice shall be given. The notice need not state the purposeof the meeting.
          Section 2.07 Waiver of Notice; Previously Scheduled Meetings.Subdivision 1. A director of the Corporation may waive notice of the date,time and place of a meeting of the Board. A waiver of notice by a directorentitled to notice is effective whether given before, at or after the meeting,and whether given in writing, orally or by attendance. Attendance by adirector at a meeting is a waiver of notice of that meeting, unless thedirector objects at the beginning of the meeting to the transaction of businessbecause the meeting is not lawfully called or convened and thereafter does notparticipate in the meeting.
          Subdivision 2. If the day or date, time and place of a Board meeting havebeen provided herein or announced at a previous meeting of the Board, no noticeis required. Notice
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of an adjourned meeting need not be given other than by announcement at themeeting at which adjournment is taken of the date, time and place at which themeeting will be reconvened.
          Section 2.08 Quorum. The presence in person of a majority of thedirectors currently holding office shall be necessary to constitute a quorumfor the transaction of business. In the absence of a quorum, a majority of thedirectors present may adjourn a meeting from time to time without furthernotice until a quorum is present. If a quorum is present when a duly called orheld meeting is convened, the directors present may continue to transactbusiness until adjournment, even though the withdrawal of a number of thedirectors originally present leaves less than the proportion or numberotherwise required for a quorum.
          Section 2.09 Acts of Board. Except as otherwise required by law orspecified in the Articles of Incorporation of the Corporation, the Board shalltake action by the affirmative vote of the greater of (a) a majority of thedirectors present at a duly held meeting at the time the action is taken or (b)a majority of the minimum proportion or number of directors that wouldconstitute a quorum for the transaction of business at the meeting.
          Section 2.10 Participation by Electronic Communications. A director mayparticipate in a Board meeting by any means of communication through which thedirector, other directors so participating and all directors physically presentat the meeting may simultaneously hear each other during the meeting. Adirector so participating shall be deemed present in person at the meeting.
          Section 2.11 Absent Directors. A director of the Corporation may giveadvance written consent or opposition to a proposal to be acted on at a Boardmeeting. If the director is not present at the meeting, consent or oppositionto a proposal does not constitute presence for purposes of determining theexistence of a quorum, but consent or opposition shall be counted as the voteof a director present at the meeting in favor of or against the proposal andshall be entered in the minutes or other record of action at the meeting, ifthe proposal acted on at the meeting is substantially the same or hassubstantially the same effect as the proposal to which the director hasconsented or objected.
          Section 2.12 Action Without a Meeting. An action required or permittedto be taken at a Board meeting may be taken without a meeting by written actionsigned by all of the directors.
          Section 2.13 Committees. Subdivision 1. A resolution approved by theaffirmative vote of a majority of the Board may establish committees having theauthority of the Board in the management of the business of the Corporationonly to the extent provided in the resolution. Committees shall be subject atall times to the direction and control of the Board, except as provided inSection 2.14 or otherwise provided by law.
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          Subdivision 2. A committee shall consist of one or more natural persons,who need not be directors, appointed by affirmative vote of a majority of thedirectors present at a duly held Board meeting.
          Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall applyto committees and members of committees to the same extent as those sectionsapply to the Board and directors.
          Subdivision 4. Minutes, if any, of committee meetings shall be madeavailable upon request to members of the committee and to any director.
          Section 2.14 Special Litigation Committee. Pursuant to the procedureset forth in Section 2.13, the Board may establish a committee composed of oneor more independent directors or other independent persons to determine whetherit is in the best interests of the Corporation to consider legal rights orremedies of the Corporation and whether those rights and remedies should bepursued. The committee, once established, is not subject to the direction orcontrol of, or (unless required by law) termination by, the Board. To theextent permitted by law, a vacancy on the committee may be filled by a majorityvote of the remaining committee members. The good faith determinations of thecommittee are binding upon the Corporation and its directors, officers andshareholders to the extent permitted by law. The committee terminates when itissues a written report of its determinations to the Board.
          Section 2.15 Compensation. The Board may fix the compensation, if any,of directors.
OFFICERS
          Section 3.01 Number and Designation. The Corporation shall have one ormore natural persons exercising the functions of the offices of Chief ExecutiveOfficer and Chief Financial Officer. The Board of Directors may elect orappoint such other officers or agents as it deems necessary for the operationand management of the Corporation, with such powers, rights, duties andresponsibilities as may be determined by the Board, including, withoutlimitation, a President, one or more Vice Presidents, a Secretary and aTreasurer, each of whom shall have the powers, rights, duties andresponsibilities set forth in these By-Laws unless otherwise determined by theBoard. Any of the offices or functions of those offices may be held by thesame person.
          Section 3.02 Chief Executive Officer. Unless provided otherwise by aresolution adopted by the Board of Directors, the Chief Executive Officer (a)shall have general active management of the business of the Corporation; (b)shall preside at all meetings of the shareholders and Board or shall designateanother officer of the Corporation to preside; (c) shall see that all ordersand resolutions of the Board are carried into effect; (d) may maintain recordsof and certify proceedings of the Board and shareholders; and (e) shall performsuch other duties as may from time to time be assigned by the Board.
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          Section 3.03 Chief Financial Officer. Unless provided otherwise by aresolution adopted by the Board of Directors, the Chief Financial Officer (a)shall keep accurate financial records for the Corporation; (b) shall depositall monies, drafts and checks in the name of and to the credit of theCorporation in such banks and depositories as the Board shall designate fromtime to time; (c) shall endorse for deposit all notes, checks and draftsreceived by the Corporation as ordered by the Board, making proper voucherstherefor; (d) shall disburse corporate funds and issue checks and drafts in thename of the Corporation, as ordered by the Board; (e) shall render to the ChiefExecutive Officer and the Board, whenever requested, an account of all of suchofficer’s transactions as Chief Financial Officer and of the financialcondition of the Corporation; and (f) shall perform such other duties as may beprescribed by the Board or the Chief Executive Officer from time to time.
          Section 3.04 President. Unless otherwise determined by the Board ofDirectors, the President shall be the Chief Executive Officer of theCorporation. If an officer other than the President is designated ChiefExecutive Officer, the President shall perform such duties as may from time totime be assigned by the Board.
          Section 3.05 Vice Presidents. Any one or more Vice Presidents, if any,may be designated by the Board of Directors as Executive Vice Presidents orSenior Vice Presidents. During the absence or disability of the President, itshall be the duty of the highest ranking Executive Vice President, and, in theabsence of any such Vice President, it shall be the duty of the highest rankingSenior Vice President or other Vice President, who shall be present at the timeand able to act, to perform the duties of the President. The determination ofwho is the highest ranking of two or more persons holding the same officeshall, in the absence of specific designation of order of rank by the Board, bemade on the basis of the earliest date of appointment or election, or, in theevent of simultaneous appointment or election, on the basis of the longestcontinuous employment by the Corporation.
          Section 3.06 Secretary. The Secretary, unless otherwise determined bythe Board of Directors, shall attend all meetings of the shareholders and allmeetings of the Board, shall record or cause to be recorded all proceedingsthereof in a book to be kept for that purpose, and may certify suchproceedings. Except as otherwise required or permitted by law or by theseBy-Laws, the Secretary shall give or cause to be given notice of all meetingsof the shareholders and all meetings of the Board.
          Section 3.07 Treasurer. The Treasurer shall perform such duties as mayfrom time to time be assigned by the Board.
          Section 3.08 Authority and Duties. In addition to the foregoingauthority and duties, all officers of the Corporation shall respectively havesuch authority and perform such duties in the management of the business of theCorporation as may be designated from time to time by the Board of Directors.Unless prohibited by a resolution approved by the affirmative vote of amajority of the directors present, an officer elected or appointed by the Boardmay,
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without the approval of the Board, delegate some or all of the duties andpowers of an office to other persons.
          Section 3.09 Term. Subdivision 1. All officers of the Corporationshall hold office until their respective successors are chosen and havequalified or until their earlier death, resignation or removal.
          Subdivision 2. An officer may resign at any time by giving written noticeto the Corporation. The resignation is effective without acceptance when thenotice is given to the Corporation, unless a later effective date is specifiedin the notice.
          Subdivision 3. An officer may be removed at any time, with or withoutcause, by a resolution approved by the affirmative vote of a majority of thedirectors present at a duly held Board meeting.
          Subdivision 4. A vacancy in an office because of death, resignation,removal, disqualification or other cause may, or in the case of a vacancy inthe office of Chief Executive Officer or Chief Financial Officer shall, befilled for the unexpired portion of the term by the Board.
          Section 3.10 Salaries. The salaries of all officers of the Corporationshall be fixed by the Board of Directors or by the Chief Executive Officer ifauthorized by the Board.
INDEMNIFICATION
          Section 4.01 Indemnification. The Corporation shall indemnify itsofficers and directors for such expenses and liabilities, in such manner, undersuch circumstances, and to such extent, as required or permitted by MinnesotaStatutes, Section 302A.521, as amended from time to time, or as required orpermitted by other provisions of law.
          Section 4.02 Insurance. The Corporation may purchase and maintaininsurance on behalf of any person in such person’s official capacity againstany liability asserted against and incurred by such person in or arising fromthat capacity, whether or not the Corporation would otherwise be required toindemnify the person against the liability.
SHARES
          Section 5.01 Certificated and Uncertificated Shares. Subdivision 1.The shares of the Corporation shall be either certificated shares oruncertificated shares. Each holder of duly issued certificated shares isentitled to a certificate of shares.
          Subdivision 2. Each certificate of shares of the Corporation shall bearthe corporate seal, if any, and shall be signed by the Chief Executive Officer,or the President or any Vice President, and the Chief Financial Officer, or theSecretary or any Assistant Secretary,
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but when a certificate is signed by a transfer agent or a registrar, thesignature of any such officer and the corporate seal upon such certificate maybe facsimiles, engraved or printed. If a person signs or has a facsimilesignature placed upon a certificate while an officer, transfer agent orregistrar of the Corporation, the certificate may be issued by the Corporation,even if the person has ceased to serve in that capacity before the certificateis issued, with the same effect as if the person had that capacity at the dateof its issue.
          Subdivision 3. A certificate representing shares issued by theCorporation shall, if the Corporation is authorized to issue shares of morethan one class or series, set forth upon the face or back of the certificate,or shall state that the Corporation will furnish to any shareholder uponrequest and without charge, a full statement of the designations, preferences,limitations and relative rights of the shares of each class or seriesauthorized to be issued, so far as they have been determined, and the authorityof the Board to determine the relative rights and preferences of subsequentclasses or series.
          Subdivision 4. A resolution approved by the affirmative vote of amajority of the directors present at a duly held meeting of the Board mayprovide that some or all of any or all classes and series of the shares of theCorporation will be uncertificated shares. Any such resolution shall not applyto shares represented by a certificate until the certificate is surrendered tothe Corporation.
          Section 5.02 Declaration of Dividends and Other Distributions. Subjectto the Articles of Incorporation of the Corporation, the Board of Directorsshall have the authority to declare dividends and other distributions upon theshares of the Corporation to the extent permitted by law.
          Section 5.03 Transfer of Shares. Shares of the Corporation may betransferred only on the books of the Corporation by the holder thereof, inperson or by such person’s attorney. In the case of certificated shares,shares shall be transferred only upon surrender and cancellation ofcertificates for a like number of shares. The Board of Directors, however, mayappoint one or more transfer agents and registrars to maintain the sharerecords of the Corporation and to effect transfers of shares.
          Section 5.04 Record Date. The Board of Directors may fix a time, notexceeding 60 days preceding the date fixed for the payment of any dividend orother distribution, as a record date for the determination of the shareholdersentitled to receive payment of such dividend or other distribution, and in suchcase only shareholders of record on the date so fixed shall be entitled toreceive payment of such dividend or other distribution, notwithstanding anytransfer of any shares on the books of the Corporation after any record date sofixed.
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MISCELLANEOUS
          Section 6.01 Execution of Instruments. Subdivision 1. All deeds,mortgages, bonds, checks, contracts and other instruments pertaining to thebusiness and affairs of the Corporation shall be signed on behalf of theCorporation by the Chief Executive Officer, or the President, or any VicePresident, or by such other person or persons as may be designated from time totime by the Board of Directors.
          Subdivision 2. If a document must be executed by persons holdingdifferent offices or functions and one person holds such offices or exercisessuch functions, that person may execute the document in more than one capacityif the document indicates each such capacity.
          Section 6.02 Advances. The Corporation may, without a vote of thedirectors, advance money to its directors, officers or employees to coverexpenses that can reasonably be anticipated to be incurred by them in theperformance of their duties and for which they would be entitled toreimbursement in the absence of an advance.
          Section 6.03 Corporate Seal. The seal of the Corporation, if any, shallbe a circular embossed seal having inscribed thereon the name of theCorporation and the following words:
“Corporate Seal Minnesota”.
          Section 6.04 Fiscal Year. The fiscal year of the Corporation shall bedetermined by the Board of Directors.
          Section 6.05 Amendments. The Board of Directors shall have the power toadopt, amend or repeal the By-Laws of the Corporation, subject to the power ofthe shareholders to change or repeal the same, provided, however, that theBoard shall not adopt, amend or repeal any By-Law fixing a quorum for meetingsof shareholders, prescribing procedures for removing directors or fillingvacancies in the Board, or fixing the number of directors or theirclassifications, qualifications or terms of office, but may, subject to theArticles of Incorporation of the Corporation, adopt or amend a By-Law thatincreases the number of directors.
          Section 6.06 Inapplicability of Control Share Acquisition Statute.Neither Section 302A.671 of the Minnesota Business Corporation Act nor anysuccessor statute thereto shall apply to, or govern in any manner, theCorporation or any control share acquisition of shares of capital stock of theCorporation or limit in any respect the voting or other rights of any existingor future shareholder of the Corporation or entitle the Corporation or itsshareholders to any redemption or other rights with respect to outstandingcapital stock of the Corporation that the Corporation or its shareholders wouldnot have in the absence of
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Section 302A.671 of the Minnesota Business Corporation Act or any successorstatute thereto.
          Section 6.07 Limited Applicability of Business Combination Statute.Neither Section 302A.673 of the Minnesota Business Corporation Act nor anysuccessor statute thereto shall apply to any business combination (as definedin the Minnesota Business Corporation Act) of the Corporation with, withrespect to, proposed by or on behalf of, or pursuant to any written or oralagreement, arrangement, relationship, understanding or otherwise with, anyinterested shareholder (as defined in the Minnesota Business Corporation Act)whose share acquisition date (as defined in the Minnesota Business CorporationAct) is either before the date on which the Corporation becomes a publicly heldcorporation (as defined in the Minnesota Business Corporation Act) or on thatdate, but prior to the time the Corporation becomes a publicly held corporation(or, to the extent permitted by the Minnesota Business Corporation Act, anyaffiliate or associate (each as defined in the Minnesota Business CorporationAct) of any such interested shareholder), including Leather Investors LimitedPartnership I, Lyle Berman, Morris Goldfarb, Joel Waller, David Rogers andMelville Corporation (and, to the extent permitted by the Minnesota BusinessCorporation Act, each affiliate and associate of any thereof). All referencesin this section to the Minnesota Business Corporation Act shall be deemed to bereferences to the Minnesota Business Corporation Act as in effect from time totime, including all amendments thereto after adoption of this section.
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**Amendment to Wilsons The Leather Experts Inc. By-Laws approved****February 5, 2004.**
  RESOLVED that the Restated By-Laws of the Corporation are hereby amendedby amending Section 3.02 to read in its entirety as follows, suchamendment to be effective immediately without further action:   “Section 3.02 Chief Executive Officer. Unless provided otherwise by aresolution adopted by the Board of Directors, the Chief Executive Officer(a) shall have general active management of the business of theCorporation; (b) shall preside at all meetings of the shareholders andBoard or shall designate another officer or director of the Corporationto preside; (c) shall see that all orders and resolutions of the Boardare carried into effect; (d) may maintain records of and certifyproceedings of the Board and shareholders; and (e) shall perform suchother duties as may from time to time be assigned by the Board.”
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