EXHIBIT
3.1




RESTATED
CERTIFICATE OF INCORPORATION


OF


SPORT
CHALET, INC.




The
present name of the corporation is Sport Chalet, Inc.  The corporation
was incorporated under the name "Sport Chalet, Inc." by the filing of its
original Certificate of Incorporation with the Secretary of State of the State
of Delaware on September 29, 1992.  This Restated Certificate of
Incorporation of the corporation only restates and integrates and does not
further amend the provisions of the corporation's Certificate of Incorporation
as theretofore amended or supplemented and there is no discrepancy between the
provisions of the Certificate of Incorporation as theretofore amended and
supplemented and the provisions of this Restated Certificate.  This
Restated Certificate was duly adopted in accordance with the provisions of
Section 245 of the General Corporation Law of the State of
Delaware.  The Certificate of Incorporation of the corporation is
hereby integrated and restated to read in its entirety as follows:




Article
I




The name
of the corporation (hereinafter called the "corporation") is Sport Chalet,
Inc.




Article
II




The
address, including the street, number, city, and county, of the registered
office of the corporation in the State of Delaware is 2711 Centerville Road,
Suite 400, City of Wilmington, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.




Article
III




The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.




Article
IV




Section 1.Authorized
Shares




The
aggregate number of shares of all classes of capital stock which the Corporation
shall have authority to issue is:




Forty-Six
Million (46,000,000) shares of Class A Common Stock, par value $0.01 per share
("Class A Common Stock").




Two
Million (2,000,000) shares of Class B Common Stock, par value $0.01 per share
("Class B Common Stock" and together with the Class A Common Stock, the "Common
Stock").




Two
Million (2,000,000) shares of Preferred Stock, par value $0.01 per share
("Preferred Stock").




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Section 2.Designations,
Powers and Preferences




The
designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the shares of each class of stock are as
follows:




A.           Preferred
Stock.




Shares of
Preferred Stock may be issued in one or more series at such time or times as the
Board of Directors may determine.  All shares of any one series of
Preferred Stock shall be of equal rank and identical in all respects except as
to the dates from and after which dividends thereon shall cumulate, if
cumulative.  The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of a majority of the stock of the
corporation entitled to vote without the separate vote of holders of Preferred
Stock as a class.  Subject to the limitations hereof and the
limitations prescribed by law, the Board of Directors is expressly authorized to
fix from time to time, by resolution or resolutions adopted prior to the
issuance of and providing for the establishment and/or issuance of any series of
Preferred Stock, the designation of such series and the powers, preferences and
rights of such series, and the qualifications, limitations, or restrictions
thereof.  The authority of the Board of Directors with respect to each
such series shall include, but shall not be limited to, determination of the
following:




(i)           The
distinctive serial designation and number of shares comprising each such series
(provided that the aggregate number of shares constituting all series of
Preferred Stock shall not exceed Two Million (2,000,000)), which number may
(except where otherwise provided by the Board of Directors in creating such
series) be increased or decreased but not below the number of shares of such
series then outstanding) from time to time by action of the Board of
Directors;




(ii)           The
rate of dividends, if any, on the shares of that series, whether dividends shall
be non-cumulative, cumulative to the extent earned or cumulative (and, if
cumulative, from which date or dates), whether dividends shall be payable in
cash, property, or rights, or in shares of the corporation's capital stock, and
the relative rights of priority, if any, or payment of dividends on shares of
that series over shares of any other series;




(iii)           Whether
the shares of that series shall be redeemable and, if so, the terms and
conditions of such redemption, including the date or dates upon or after which
they shall be redeemable, the event or events upon or after which they shall be
redeemable or at whose option they shall be redeemable, and the amount per share
payable in case of redemption (which amount may vary under different conditions
and at different redemption dates) or the property or rights, including
securities of any other corporation payable in case of redemption;




(iv)           Whether
that series shall have a sinking fund for the redemption or purchase of that
series and, if so, the terms and amounts payable into such sinking
fund;




(v)           The
rights to which the holders of the shares of that series shall be entitled in
the event of voluntary or involuntary liquidation, dissolution or winding-up of
the corporation, and the relative rights of priority, if any, of payment of
shares of that series in any such event;




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(vi)          
Whether the shares of that series shall be convertible into or exchangeable for
shares of stock of any other class or any other series and, if so, the terms and
conditions of such conversion or exchange, the date or dates upon or after which
they shall be convertible or exchangeable or at whose option they shall be
convertible or exchangeable, and the method, if any, of adjusting the rates of
conversion or exchange in the event of a stock split, stock dividend,
combination of shares or similar event;




(vii)         
Whether the issuance of any additional shares of such series shall be subject to
restriction, or whether any shares of any other series shall be subject to
restrictions as to issuance, or as to powers, preferences or rights of any such
series;




(viii)        
Voting rights, if any, including, without limitation, the authority to confer
multiple votes per share, voting rights as to specified matters or issues or,
subject to the provisions of this Certificate of Incorporation, voting rights to
be exercised either together with holders of Common Stock as a single class, or
independently as a separate class; and




(ix)           Any
other preferences, privileges and powers and relative, participating, optional
or other special rights and qualifications, limitations or restrictions of such
series, as the Board of Directors may deem advisable and as shall not be
inconsistent with the provisions of this Certificate of Incorporation and to the
full extent now or hereafter permitted by the laws of the State of
Delaware.




B.           Common
Stock.




The
powers, preferences and rights of the Class A Common Stock and the Class B
Common Stock, and the qualifications, limitations or restrictions thereof, shall
be in all respects identical, except as otherwise required by law or expressly
provided in this Amended and Restated Certificate of Incorporation, as
amended.




(a)  Voting.  At each
annual or special meeting of stockholders, each holder of Class A Common Stock
shall be entitled to 1/20th of one vote, in person or by proxy, for each share
of Class A Common Stock standing in such person's name on the stock transfer
records of the Corporation in connection with the election of directors and all
other actions submitted to a vote of stockholders, and each holder of Class B
Common Stock shall be entitled to one vote, in person or by proxy, for each
share of Class B Common Stock standing in such person's name on the stock
transfer records of the Corporation on any such matter.  The holders
of Class A Common Stock shall vote as a separate class for the election of one
director (the "Class A Director").  In order to be qualified to serve
as a Class A Director, an individual must meet the definition of "independent"
as defined in The Nasdaq Stock Marketplace Rule 4200(a)(15).  In
addition to any vote required by law, the affirmative vote of the holders of a
majority of the shares of Class A Common Stock, voting as a single class,
present in person or represented by proxy at a meeting of stockholders, shall be
required in order to amend Section 1 of Article IV to increase the number of
authorized shares of Class B Common Stock.  Unless otherwise required
by law or as expressly provided in this Amended and Restated Certificate of
Incorporation, as amended, the holders of Class A Common Stock and Class B
Common Stock shall vote together as a single class on all matters submitted to
the stockholders.




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(b)  Dividends and Other
Distributions.  The record holders of the Common Stock shall be
entitled to receive such dividends and other distributions in cash, stock or
property of the Corporation as may be declared thereon by the Board of Directors
out of funds legally available therefor.  Each share of Class A Common
Stock and each share of Class B Common Stock shall have identical rights with
respect to dividends and distributions (including distributions in connection
with any recapitalization, any spin-off or other distribution of assets or
securities and upon liquidation, dissolution or winding up of the Corporation);
provided, that the holder of each share of Class A Common Stock shall be
entitled to receive a regular cash dividend equal to 110% of any regular cash
dividend paid with respect to a share of Class B Common Stock; and provided,
further, that dividends or other distributions payable on the Common Stock in
shares of Common Stock shall be made to all holders of Common Stock and may be
made only as follows: (i) in shares of Class A Common Stock to the record
holders of Class A Common Stock and to the record holders of Class B Common
Stock, (ii) in shares of Class A Common Stock to the record holders of Class A
Common Stock and in shares of Class B Common Stock to the record holders of
Class B Common Stock solely in connection with a proportionate dividend to
effectuate a split of the Common Stock, or (iii) in any other authorized class
or series of capital stock to the holders of both classes of Common
Stock.




(c)  Convertibility.  Except
as described below, neither the Class A Common Stock nor the Class B Common
Stock shall be convertible into another class of Common Stock or any other
security of the Corporation.




(1)           All
outstanding shares of Class A Common Stock may be converted into shares of Class
B Common Stock on a share-for-share basis by resolution of the Board of
Directors if, as a result of the existence of the Class A Common Stock as a
second class of the Corporation's Common Stock with inferior voting rights to
the Class B Common Stock, either the Class A Common Stock or Class B Common
Stock is, or both are, excluded from quotation on the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or, if such
shares are listed on a national securities exchange, from trading on the
principal national securities exchange on which such securities are
traded.




(2)           In
the event of any conversion of the Class A Common Stock pursuant to subsection
(c)(1), certificates which formerly represented outstanding shares of Class A
Common Stock will thereafter be deemed to represent a like number of shares of
Class B Common Stock and all shares of Common Stock authorized by this Amended
and Restated Certificate of Incorporation shall be deemed to be shares of Class
B Common Stock.




(d)  Class A
Protection.




(1)           Except
as otherwise expressly provided in this subsection (d) of Article IV, if, from
and after the Effective Time, any person or group (excluding the Corporation)
acquires (other than upon issuance or sale by the Corporation, by operation of
law, by will or the laws of descent and distribution, by gift, or by foreclosure
of a bona fide loan) beneficial ownership of shares of Class B Common Stock
constituting 10% or more of the then issued and outstanding shares of Class B
Common Stock (such acquisition making such person or group a "Significant
Stockholder") and such person or group does not then own shares of Class A
Common Stock acquired after the initial distribution of Class A Common Stock by
the Corporation (the "Distribution") constituting an equal or greater percentage
of all then issued and outstanding shares of Class A Common Stock, such
Significant Stockholder must, within a 90-day period beginning the day after
becoming a Significant Stockholder, commence a public tender offer in compliance
with all applicable laws and regulations to acquire additional shares of Class A
Common Stock (a "Class A protection transaction") as provided in this subsection
(d) of this Article IV.




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(2)           In
a Class A protection transaction, the Significant Stockholder must offer to
acquire from the holders of the Class A Common Stock that number of shares of
additional Class A Common Stock (the "Additional Shares") determined by (i)
multiplying the percentage of issued and outstanding shares of Class B Common
Stock beneficially owned by such Significant Stockholder which were acquired
after the Effective Time by the total number of shares of Class A Common Stock
issued and outstanding on the date such person or group became a Significant
Stockholder, and (ii) subtracting therefrom the excess (if any) of the number of
shares of Class A Common Stock beneficially owned by such Significant
Stockholder on such date (including shares acquired at or prior to the time such
person or group became a Significant Stockholder) over the number of shares of
Class A Common Stock beneficially owned by such Significant Stockholder
immediately after the Distribution.  The Significant Stockholder must
acquire all shares validly tendered; provided, however, that if
the number of shares of Class A Common Stock tendered to the Significant
Stockholder exceeds the number of shares required to be acquired pursuant to the
formula set forth in this paragraph (2), the number of shares of Class A Common
Stock acquired from each tendering holder shall be pro rata in proportion to the
total number of shares of Class A Common Stock tendered by all tendering
holders.  In applying the formula in this paragraph (2) to a Class A
protection transaction required by paragraph (4) below, the date on which the
Significant Stockholder acquired the additional shares of Class B Common Stock
triggering the obligation under paragraph (4) shall be deemed to be the "date
such person or group became a Significant Stockholder."




(3)           The
offer price for any shares of Class A Common Stock required to be purchased by
the Significant Stockholder pursuant to a Class A protection transaction is the
greatest of (i) the highest price per share paid by the Significant Stockholder
for any share of Class B Common Stock in the six-month period ending on the date
such person or group became a Significant Stockholder, (ii) the highest closing
price of a share of Class A Common Stock or Class B Common Stock (whichever is
higher) on the Nasdaq National Market System (or such other quotation system or
securities exchange constituting the principal trading market for such class of
Common Stock) on the date such person or group became a Significant Stockholder
or (iii) the highest closing price for a share of Class A Common Stock or Class
B Common Stock (whichever is higher) on the Nasdaq National Market System (or
such other quotation system or securities exchange constituting the principal
trading market for such class of Common Stock) on the date preceding the date
the Significant Stockholder commences the required tender offer.  For
purposes of paragraph (4) below, the applicable date for the calculations
required by the preceding sentence shall be the date on which the Significant
Stockholder becomes required to engage in a Class A protection
transaction.  In the event that the Significant Stockholder has
acquired Class B Common Stock in the six-month period ending on the date such
person or group becomes a Significant Stockholder for consideration other than
cash, the value of such consideration per share of Class B Common Stock shall be
as determined in good faith by the Board of Directors.




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(4)           A
Class A protection transaction shall also be required to be effected each time a
Significant Stockholder acquires shares of Class B Common Stock constituting an
additional 5% or more of the then issued and outstanding Class B Common Stock
(other than upon issuance or sale by the Corporation, by operation of law, by
will or the laws of descent and distribution, by gift, or by foreclosure of a
bona fide loan) subsequent to the last acquisition of Class B Common Stock which
triggered the requirement for a Class A protection transaction, if such
Significant Stockholder does not then beneficially own shares of Class A Common
Stock acquired after the Distribution constituting an equal or greater
percentage of all issued and outstanding shares of Class A Common
Stock.  Such Significant Stockholder shall be required to offer to buy
through a public tender offer the number of Additional Shares prescribed by the
formula set forth in paragraph (2) above, and must acquire all shares validly
tendered or a pro rata portion thereof, as specified in such paragraph (2)
above, at the price determined pursuant to paragraph (3) above, even if a
previous Class A protection transaction resulted in fewer shares of Class A
Common Stock being tendered than such previous offer included.




(5)           The
requirement to engage in a Class A protection transaction is satisfied by making
the requisite offer and purchasing validly tendered shares, even if the number
of shares tendered is less than the number of shares included in the required
offer.




(6)           If
any Significant Stockholder fails to make an offer required by this subsection
(d) of Article IV, or to purchase shares validly tendered and not withdrawn
(after proration, if any), such Significant Stockholder shall not be entitled to
vote any shares of Class B Common Stock beneficially owned by such Significant
Stockholder and acquired by such Significant Stockholder after the Effective
Time unless and until such requirements are complied with or unless and until
all shares of Class B Common Stock causing such offer requirement to be
effective are no longer beneficially owned by such Significant
Stockholder.  To the extent that the voting power of any shares of
Class B Common Stock is so suspended, such shares will not be included in the
determination of aggregate voting shares for any purpose under this Amended and
Restated Certificate of Incorporation or the General Corporation Law of the
State of Delaware.




6




(7)           The
Class A protection transaction requirement shall not apply to any increase in
percentage ownership of Class B Common Stock resulting solely from a change in
the total amount of Class B Common stock outstanding, provided, that any
acquisition (other than upon issuance or sale by the Corporation, by operation
of law, by will or the laws of descent and distribution, by gift, or by
foreclosure of a bona fide loan) after such change by any person or group
(excluding the Corporation) of beneficial ownership of shares of Class B Common
Stock constituting 10% or more of the then issued and outstanding Class B Common
Stock (or an additional 5% or more of the Class B Common Stock subsequent to the
last acquisition which triggered the requirement for a Class A protection
transaction) excluding, with respect to the numerator but not the denominator
for the calculation of such percentage, shares of Class B Common stock held by
such Significant Stockholder immediately after the Effective Time (or
immediately after the last acquisition which triggered the requirement for a
Class A protection transaction, as the case may be), shall be subject to any
Class A protection transaction requirement that would be imposed with respect to
a Significant Stockholder pursuant to this subsection (d) of Article
IV.




(8)           All
calculations with respect to percentage ownership of issued and outstanding
shares of either class of Common Stock will be based upon the number of issued
and outstanding shares reported by the Corporation on the last filed of (i) the
Corporation's most recent Annual Report on Form 10-K, (ii) its most recent
Quarterly Report on Form 10-Q, or (iii) if any, its most recent Current Report
on Form 8-K.




(9)           For
purposes of this subsection (d) of Article IV, the term "person" means a natural
person, company, government, or political subdivision agency or instrumentality
of a government, or other entity.  "Beneficial ownership" shall be
determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any successor
regulation.  The formation or existence of a "group" shall be
determined pursuant to Rule 13d-5(b) under the Exchange Act or any successor
regulation; provided, however, that solely for purposes of this subsection (d)
of Article IV and for such time as both are employees of the Corporation, Craig
L. Levra and Howard K. Kaminsky shall be considered to be a
"group."




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(10)           Notwithstanding
anything to the contrary in this subsection (d) of Article IV, the transfer of
974,150 shares of Class B Common Stock by Norbert Olberz to Craig L. Levra or
Howard K. Kaminsky on or before December 31, 2005 shall not be subject to the
Class A protection transaction requirement of this subsection (d) of Article IV
and neither Craig L. Levra nor Howard K. Kaminsky shall be deemed to be a
Significant Stockholder following such transfer and solely by virtue of such
transfer.




(e)  Equal Treatment of Class A Common
Stock.  The holders of Class A Common Stock shall be entitled
to receive the same amount and form of consideration per share as the per share
consideration, if any, received by any holder of the Class B Common Stock in any
merger, business combination or consolidation of the Corporation (whether or not
the Corporation is the surviving entity) or any subsidiary of the Corporation,
or any sale, lease or exchange of assets of the Corporation or any subsidiary of
the Corporation.




(f)  Limitation on
Repurchase.  The Corporation shall not have the power to
purchase, repurchase, exchange, redeem or otherwise acquire in excess of 10% of
the outstanding shares of Class B Common Stock in any transaction (a
"Significant Repurchase") unless either (i) the Corporation shall make an offer
to repurchase the same percentage of the Class A Common Stock for the same per
share consideration as in the Significant Repurchase or (ii) the holders of a
majority of the shares of Class A Common Stock, voting as a single class,
present in person or represented by proxy at a meeting of stockholders, shall
have approved such Significant Repurchase.




(g)  Subdivision, Combination and
Reclassification of Shares.  If the Corporation shall in any
manner split or subdivide or combine the outstanding shares of Class A Common
Stock or Class B Common Stock, the outstanding shares of the other such class of
Common Stock shall be proportionally split, subdivided or combined in the same
manner and on the same basis as the outstanding shares of the other class of
Common Stock have been split, subdivided or combined; provided, however, that
the Corporation shall lack the power to effect any combination by means of a
reverse stock split which results in the holders of more than 5% of the Class B
Common Stock outstanding immediately prior to such reverse stock split being
converted into fractional interests or fractional shares as a result of such
reverse stock split, unless such combination was approved by the holders of a
majority of the outstanding shares of Class B Common Stock; and provided further
that the Corporation shall lack the power to effect any combination by means of
a reverse stock split which results in the holders of more than 5% of the Class
A Common Stock outstanding immediately prior to such reverse split being
converted into fractional interests or fractional shares as a result of such
reverse stock split, unless such combination was approved by the holders of a
majority of the outstanding shares of Class A Common Stock.  Other
than with respect to a reclassification in connection with a split, subdivision
or combination of shares of outstanding Common Stock as provided above, the
holders of Class A Common Stock shall be entitled to be treated identically to
the holders of Class B Common Stock on a per share basis in any reclassification
or recapitalization of the Common Stock.




(h)  Power to Sell and Purchase
Shares.  The Board of Directors shall have the power to cause
the Corporation to issue and sell all or any part of any class of stock herein
or hereafter authorized to such persons, firms, associations or corporations,
and for such consideration, as the Board of Directors shall from time to time,
in its discretion, determine, whether or not greater consideration could be
received upon the issue or sale of the same number of shares of another class,
and as otherwise permitted by law.  Subject to the provisions of
subsection (f) of Article IV, the Board of Directors shall have the power to
cause the Corporation to purchase any class of stock herein or hereafter
authorized from such persons, firms, associations or corporations, and for such
consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon the
purchase of the same number of shares of another class, and as otherwise
permitted by law.




8




(i)  No Preemptive
Rights.  No holder of Class A Common Stock or Class B Common
Stock shall, by reason of such holding, have any preemptive right to subscribe
to any additional issue of stock of any class or series of the Corporation or to
any security of the Corporation convertible into such stock.




(j)  Amendment.  In
addition to any vote required by law or this Amended and Restated Certificate of
Incorporation, as amended, the affirmative vote of the holders of a majority of
the outstanding shares of Class A Common Stock, voting as a single class, shall
be required in order to amend Section 2 of Article IV.




C.           Preemptive
Rights.




No holder
of any stock of the corporation of any class shall have the preemptive right to
subscribe for or purchase any part of the new or additional issue of stock of
any class whatsoever of the corporation, or of securities convertible into or
exchangeable for stock of any class whatsoever, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.




Article
V




For the
management of the business and for the conduct of the affairs of the
corporation, and in the further definition, limitation and regulation of the
powers of the corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:




Section 1.Management




The
management of the business and the conduct of the affairs of the corporation
shall be vested in its Board of Directors.  The phrase "entire number
of directors" shall be deemed to have the same meaning, to wit, the total number
of directors which the corporation would have if there were no
vacancies.




Section
2. Ballots




Election
of Directors need not be by written ballot unless the Bylaws of the corporation
shall so provide.




Section 3.Number,
Election, and Terms of Directors




(a)         Number.  Except as
otherwise fixed pursuant to the provisions of Article IV hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect directors, the
number of directors of the corporation shall be fixed from time to time by or
pursuant to the Bylaws.




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(b)          Election and
Term.  Except as otherwise fixed pursuant to the provisions of
Article IV hereof relating to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors, each director shall be elected at each annual
meeting of stockholders to serve until the next annual meeting of stockholders
and until his or her successor shall have been duly elected and qualified,
subject to his or her earlier death, resignation, disqualification or
removal.  The term of each director serving immediately prior to the
annual meeting of stockholders in 2009 shall expire at such annual meeting of
stockholders, notwithstanding that he or she had been elected for a term that
extended beyond the date of that meeting.




Section 4.Stockholder
Nomination of Directors




Advance
notice of nominations for the election of directors, other than by the Board of
Directors or a Committee thereof, shall be given in the manner provided in the
Bylaws.




Section 5. Newly Created
Directorships and Vacancies




Except as
otherwise fixed pursuant to the provisions of Article IV hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect directors, newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors.  Any director
elected in accordance with the preceding sentence shall hold office until the
next annual meeting of stockholders and until his or her successor shall have
been duly elected and qualified, subject to his or her earlier death,
resignation, disqualification or removal.  No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.




Section 6. Removal of
Directors




Subject
to the rights of any class or series of stock having preference over the Common
Stock as to dividends or upon liquidation to elect directors under specified
circumstances, any director may be removed from office without cause only by the
affirmative vote of the holders of at least sixty six percent (66%) of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single
class.




Section 7. Other
Stockholder Actions




Any
action required or permitted to be taken by the stockholders of the corporation
must be effected at a duly called annual or special meeting of such
stockholders.  Except as otherwise required by law and subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of the
stockholders may be called only by the Chairman of the Board and Chief Executive
Officer, the President, the Board of Directors pursuant to a resolution approved
by a majority of the entire Board of Directors, or holders of Common Stock
representing at least 66% of the votes entitled to be cast by the outstanding
Common Stock.




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Section 8. Bylaw
Amendments




The Board
of Directors shall have power to make, alter, amend and repeal the Bylaws
(except so far as the Bylaws adopted by the stockholders shall otherwise
provide).  Any Bylaws made by the directors under the powers conferred
hereby may be altered, amended or repealed by the directors or by the
stockholders.  Notwithstanding the foregoing and anything contained in
this Certificate of Incorporation to the contrary, Articles II, III and IV of
the Bylaws shall not be altered, amended or repealed and no provision
inconsistent therewith shall be adopted without the affirmative vote of the
holders of at least sixty six percent (66%) of the voting power of all the
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class.




Section 9. Relief From
Liability




No
director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law as now in
effect, or any successor provision thereto, (iii) under section 174 of the
Delaware General Corporation Law, or (d) for any transaction from which the
director derived any improper personal benefit.  If the Delaware
General Corporation Law is amended after the approval by the stockholders of
this Article V to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.




Section
10.          Indemnity




The
corporation shall indemnify to the full extent permitted by, and in a manner
permissible under, the laws of the State of Delaware, any person made, or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he, his
testator or intestate is or was a director or officer of the corporation or any
predecessor of the corporation, or served any other enterprise as a director or
officer at the request of the corporation or any predecessor of the
corporation.  The corporation shall not be obligated to indemnify any
such person with respect to (i) proceedings, claims or actions initiated or
brought voluntarily by any such person and not by way of defense, or (ii)
amounts paid in settlement of an action indemnified against by the corporation
without the prior written consent of the corporation.




Section
11.Amendment or
Repeal of Article V




Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least sixty six percent (66%) of the
voting power of all shares of the corporation entitled to vote generally in the
election of directors, voting as a single class, shall be required to alter,
amend, or adopt any provision inconsistent with, or repeal, this Article V or
any provision hereof.  Any amendment, repeal or modification of this
Article V by the stockholders of the corporation shall not adversely affect any
right or protection of a director or officer of the corporation existing at the
time of such repeal or modification.




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Article
VI




Whenever
a compromise or arrangement is proposed between this corporation and its
creditors or any of class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
§ 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three fourths in value
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this corporation, as the case may be,
and also on this corporation.




Article
VII




The
corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute and this Certificate of Incorporation, and all rights
conferred upon stockholders herein, are granted subject to this
reservation.




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IN
WITNESS WHEREOF, Sport Chalet, Inc. has caused this Restated Certificate of
Incorporation to be executed by its duly authorized officer on this 4th day of
November, 2009.




SPORT
      CHALET, INC.By: /s/ Howard
      KaminskyHoward
      Kaminsky
                              Executive Vice President, Chief
      Financial
                              Officer
      and Secretary






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