**Exhibit 3.2**
AMENDED AND RESTATED
BYLAWS
OF
QUIKSILVER, INC.
(As of January 27, 2004)
AMENDED AND RESTATED
 

 

TABLE OF CONTENTS         **Page**   ARTICLE I OFFICES  2 ARTICLE II MEETINGS OF STOCKHOLDERS  2 ARTICLE III DIRECTORS  5  MEETINGS OF THE BOARD OF DIRECTORS  6  COMMITTEES OF DIRECTORS  7  COMPENSATION OF DIRECTORS  7  INDEMNIFICATION  8 ARTICLE IV OFFICERS  10  CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER  10  PRESIDENT  11  VICE PRESIDENTS  11  SECRETARY AND ASSISTANT SECRETARY  11  TREASURER AND ASSISTANT TREASURER  11 ARTICLE V CERTIFICATES OF STOCK  12  LOST, STOLEN OR DESTROYED CERTIFICATES  12  TRANSFERS OF STOCK  13  FIXING RECORD DATE  13  REGISTERED STOCKHOLDERS  14 ARTICLE VI GENERAL PROVISIONS DIVIDENDS  14  CHECKS  14  FISCAL YEAR  15  SEAL  15  NOTICES  15  ANNUAL STATEMENT  15 ARTICLE VII AMENDMENTS  15 
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BYLAWS
OF
QUIKSILVER, INC.
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Dover, County ofKent, State of Delaware.
     Section 2. The corporation may also have offices at such other places bothwithin and without the State of Delaware as the Board of Directors may fromtime to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
     Section 1. Meetings of stockholders shall be held at any place within ouroutside the State of Delaware designated by the Board of Directors. In theabsence of any such designation, stockholders’ meetings shall be held at theprincipal executive office of the corporation.
     Section 2. The annual meeting of stockholders shall be held each year on adate and at a time designated by the Board of Directors. At each annualmeeting directors shall be elected and any other proper business may betransacted.
     Section 3. A majority of the stock issued and outstanding and entitled tovote at any meeting of stockholders, the holders of which are present in personor represented by proxy, shall constitute a quorum for the transaction ofbusiness except as otherwise provided by law, by the Certificate ofIncorporation, or by these Bylaws. A quorum, once established, shall not bebroken by the withdrawal of enough votes to leave less than a quorum and thevotes present may continue to transact business until adjournment. If,however, such quorum shall not be present or represented at any meeting of thestockholders, a majority of the voting stock represented in person or by proxymay adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present or represented.At such adjourned meeting at which a quorum shall be present or represented,any business may be transacted which might have been transacted at the meetingas originally notified. If the adjournment is for more than thirty (30) days,or if after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote thereat.
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     Section 4. When a quorum is present at any meeting, the vote of theholders of a majority of the stock having voting power present in person orrepresented by proxy and entitled to vote on the applicable question shalldecide any question brought before such meeting, unless the question is oneupon which by express provision of the statutes, or the Certificate ofIncorporation, or these Bylaws a different vote is required in which case suchexpress provision shall govern and control the decision of such question.
     Section 5. At each meeting of the stockholders, each stockholder havingthe right to vote may vote in person or may authorize another person or personsto act for him by proxy appointed by an instrument in writing subscribed bysuch stockholder and bearing a date not more than three years prior to saidmeeting, unless said instrument provides for a longer period. All proxies mustbe filed with the Secretary of the corporation at the beginning of each meetingin order to be counted in any vote at the meeting. Each stockholder shall haveone vote for each share of stock having voting power registered in his name onthe books of the corporation on the record date set by the Board of Directorsas provided in Article V Section 6 hereof. All elections shall be had and allquestions decided by a plurality vote.
     Section 6. Special meetings of the stockholders for any purpose orpurposes, unless otherwise prescribed by statute or by the Certificate ofIncorporation, may be called by the Chairman of the Board or President andshall be called by the Chairman of the Board, President or the Secretary at therequest in writing of a majority of the Board of Directors, or at the requestin writing of stockholders owning a majority in amount of the entire capitalstock of the corporation issued and outstanding, and entitled to vote. Suchrequest shall state the purpose or purposes of the proposed meeting. Businesstransacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.
     Section 7. Whenever stockholders are required or permitted to take anyaction at a meeting, a written notice of the meeting shall be given whichnotice shall state the place, date and hour of the meeting, and, in the case ofa special meeting, the purpose or purposes for which the meeting is called.The written notice of any meeting shall be given to each stockholder entitledto vote at such meeting not less than ten (10) nor more than sixty (60) daysbefore the date of the meeting. If mailed, notice is given when deposited inthe United States mail, postage prepaid, directed to the stockholder at hisaddress as it appears on the records of the corporation.
     Section 8. (a) Nominations of persons for election to the Board ofDirectors shall be made only at a meeting of stockholders and only (1) by or atthe direction of the Board or (2) by any stockholder of the corporationentitled to vote for the election of directors at the meeting who complies withthe notice procedures set forth in this Section 8. Such nominations, otherthan those made by or at the direction of the Board, shall be made pursuant totimely notice in writing to the Secretary. To be timely, a stockholder’snotice shall be delivered to or mailed and received at the principal executiveoffices of the corporation not less than thirty (30) days or more than sixty(60) days prior to the meeting; provided, however, that in the event that lessthan forty (40) days’ notice or prior public disclosure of the date of themeeting is given or made to stockholders, notice by the stockholder to betimely must be received not later than the close of business on the l0th dayfollowing the day on which such notice of the date of the meeting was mailed orsuch public disclosure was made and provided further, that notwithstanding theabove, a stockholder’snotice will be deemed timely if such notice is included in thecorporation’s proxy
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statement for the annual meeting of stockholders. Forpurposes of this Section 8, any adjournment(s) or postponement(s) of theoriginal meeting whereby the meeting will reconvene within thirty (30) daysfrom the original date shall be deemed for purposes of notice to be acontinuation of the original meeting and no nominations by a stockholder ofperson(s) to be elected director(s) of the corporation may be made at any suchreconvened meeting unless pursuant to a notice which was timely for the meetingon the date originally scheduled. Such stockholder’s notice shall set forth:(1) as to each person whom the stockholder proposes to nominate for election orre-election as a director, all information relating to such person that isrequired to be disclosed in solicitations of proxies for election of directors,or is otherwise required, in each case pursuant to the Securities Exchange Actof 1934, as amended, (including such person’s written consent to being named inthe proxy statement as a nominee and to serving as a director if elected); and(2) as to the stockholder giving the notice (A) the name and address, as theyappear on the corporation’s books, of such stockholder, and (B) the class andnumber of shares of the corporation which are beneficially owned by suchstockholder. Notwithstanding the foregoing, nothing in this Section 8 shall beinterpreted or construed to require the inclusion of information about any suchnominee in any proxy statement distributed by, at the direction of, or onbehalf of the Board.
          (b) The chairman of the meeting shall, if the facts warrant, determineand declare to the meeting that a nomination was not made in accordance withthe procedures prescribed by this Section 8, and if the chairman should sodetermine, the chairman shall so declare to the meeting and the defectivenomination shall be disregarded.
     Section 9. (a) Business may be properly brought before an annual meetingby a stockholder only upon the stockholder’s timely notice thereof in writingto the Secretary. To be timely, a stockholder’s notice must be delivered to ormailed and received at the principal executive offices of the corporation notless than thirty (30) days or more than sixty (60) days prior to the meeting asoriginally scheduled; provided, however, that in the event that less than forty(40) day’s notice or prior public disclosure of the date of the meeting isgiven or made to stockholders, notice by the stockholder to be timely must beso received not later than the close of business on the 1Oth day following theday on which such notice of the date of the annual meeting was mailed or suchpublic disclosure was made and provided further, that notwithstanding theabove, a stockholder’s notice will be deemed timely if such notice is includedin the corporation’s proxy statement for the annual meeting of stockholders.For purposes of this Section 9, any adjournment(s) or postponement(s) of theoriginal meeting whereby the meeting will reconvene within thirty (30) daysfrom the original date shall be deemed for purposes of notice to be acontinuation of the original meeting and no business may be brought before anyreconvened meeting unless such timely notice of such business was given to theSecretary for the meeting as originally scheduled. A stockholder’s notice tothe Secretary shall set forth as to each matter the stockholder proposes tobring before the annual meeting (i) a brief description of the business desiredto be brought before the annual meeting, (ii) the name and record address ofthe stockholder proposing such business, (iii) the class and number of sharesof the corporation which are beneficially owned by the stockholder, and (iv)any material interest of the stockholder in such business. Notwithstanding theforegoing, nothing in this Section 9 shall be interpreted or construed torequire the inclusion of information about any such proposal in any proxystatement distributed by, at the direction of, or on behalf of the Board.
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          (b) The chairman of an annual meeting shall, if the facts warrant,determine and declare to the meeting that business was not properly broughtbefore the meeting in accordance with the provisions of this Section 9, and ifthe chairman should so determine, the chairman shall so declare to the meetingand any such business not properly brought before the meeting shall not betransacted.
     Section 10. The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten (10) days before every meetingof stockholders, a complete list of the stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder,for any purpose germane to the meeting, during ordinary business hours for aperiod of at least ten (10) days prior to the meeting, either at a place withinthe city where the meeting is to be held, which place shall be specified in thenotice of the meeting, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole time thereof, and may be inspected by anystockholder who is present.
     Section 11. In advance of any meeting of the stockholders at which a voteshall be taken on any matter, the corporation shall appoint an inspector orinspectors of election to act with respect to such vote. Each inspector ofelection so appointed shall take and sign an oath to faithfully execute hisduties with strict impartiality and according to the best of his ability. Suchinspector or inspectors of election shall have such duties as are prescribed byapplicable law. Reports of inspectors of election shall be in writing andsubscribed and delivered by them to the Secretary. The inspectors of electionneed not be stockholders of the corporation, and any officer of the corporationmay be an inspector of election.
     Section 12. Unless otherwise provided in the Certificate of Incorporation,any action required to be taken at any annual or special meeting ofstockholders of the corporation, or any action which may be taken at any annualor special meeting of such stockholders, may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forththe action so taken, shall be signed by the holders of outstanding stock havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting at which all shares entitled to vote thereonwere present and voted. Prompt notice of the taking of the corporate actionwithout a meeting by less than unanimous written consent shall be given tothose stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors of this corporation that shallconstitute the whole Board shall be determined by resolution of the Board ofDirectors; provided, however, that no decrease in the number of directors shallhave the effect of shortening the term of an incumbent director. The directorsneed not be stockholders. The directors shall be elected at the annual meetingof the stockholders, except as provided in Section 2 of this Article, and eachdirector elected shall hold office until his successor is elected andqualified; provided however, that unless other restricted by the Certificate ofIncorporation or by law, any director or the entire
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Board of Directors may be removed, either with or without cause, from theBoard of Directors at any meeting of stockholders by a majority of the stockrepresented and entitled to vote thereat.
     Section 2. Vacancies on the Board of Directors by reason of death,resignation, retirement, disqualification, removal from office or otherwise,and newly created directorships resulting from any increase in the authorizednumber of directors may be filled by a majority of the directors then inoffice, although less than a quorum, or by a sole remaining director. Thedirectors so chosen shall hold office until the next annual election ofdirectors and until their successors are duly elected and shall qualify, unlesssooner displaced. If there are no directors in office, then an election ofdirectors may be held in the manner provided by statute. If, at the time offilling any vacancy or any newly created directorship, the directors then inoffice shall constitute less than a majority of the whole Board (as constitutedimmediately prior to any such increase), the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten percent ofthe total number of the shares at the time outstanding having the right to votefor such directors, summarily order an election to be held to fill any suchvacancies or newly created directorships or to replace the directors chosen bythe directors then in office.
     Section 3. The property and business of the corporation shall be managedby or under the direction of its Board of Directors. In addition to the powersand authorities by these Bylaws expressly conferred upon them, the Board mayexercise all such powers of the corporation and do all such lawful acts andthings as are not by statute or by the Certificate of Incorporation or by theseBylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The directors may hold their meetings and have one or moreoffices, and keep the books of the corporation outside of the State ofDelaware.
     Section 5. Regular meetings of the Board of Directors may be held withoutnotice at such time and place as shall from time to time be determined by theBoard.
     Section 6. Special meetings of the Board of Directors may be called by theChairman of the Board or President on forty-eight (48) hours’ notice to eachdirector, either personally or by mail, overnight courier, facsimile, telephoneor by telegram; special meetings shall be called by the Chairman of the Board,President or the Secretary in like manner and on like notice on the writtenrequest of two directors unless the Board consists of only one director inwhich case special meetings shall be called by the Chairman of the Board,President or Secretary in like manner or on like notice on the written requestof the sole director.
     Section 7. At all meetings of the Board of Directors a majority of theauthorized number of directors shall be necessary and sufficient to constitutea quorum for the transaction of business, and the vote of a majority of thedirectors present at any meeting at which there is a quorum, shall be the actof the Board of Directors, except as may be otherwise specifically provided bystatute, by the Certificate of Incorporation or by these Bylaws. If a quorumshall not be present at any meeting of the Board of Directors the directorspresent thereat may adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until a
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quorum shall be present. If only one director is authorized, such soledirector shall constitute a quorum.
     Section 8. Unless otherwise restricted by the Certificate of Incorporationor these Bylaws, any action required or permitted to be taken at any meeting ofthe Board of Directors or of any committee thereof may be taken without ameeting, if all members of the Board or committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board or committee.
     Section 9. Unless otherwise restricted by the Certificate of Incorporationor these Bylaws, members of the Board of Directors, or any committee designatedby the Board of Directors, may participate in a meeting of the Board ofDirectors, or any committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
     Section 10. The Board of Directors may, by resolution passed by a majorityof the whole Board, designate one or more committees, each such committee toconsist of one or more of the directors of the corporation. The Board maydesignate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee. Inthe absence or disqualification of a member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint anothermember of the Board of the Directors to act at the meeting in the place of anysuch absent or disqualified member. Any such committee, to the extent providedin the resolution of the Board of Directors, shall have and may exercise allthe powers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers that may require it; but no suchcommittee shall have the power or authority in reference to approving oradopting, or recommending to the stockholders, any action or matter expresslyrequired by the General Corporation Law of Delaware to be submitted tostockholders for approval, or adopting, amending or repealing any bylaw of thecorporation.
     Section 11. Each committee shall keep regular minutes of its meetings andreport the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
     Section 12. Unless otherwise restricted by the Certificate ofIncorporation or these Bylaws, the Board of Directors shall have the authorityto fix the compensation of directors. The directors may be paid theirexpenses, if any, of attendance at each meeting of the Board of Directors andmay be paid a fixed sum for attendance at each meeting of the Board ofDirectors or a stated salary as director. No such payment shall preclude anydirector from serving the corporation in any other capacity and receivingcompensation therefor. Members of special or standing committees may beallowed like compensation for attending committee meetings.
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INDEMNIFICATION
     Section 13. (a) The corporation shall indemnify any person who was or isa party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the corporation)by reason of the fact that he is or was a director, officer, employee or agentof the corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit or proceeding if he actedin good faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the corporation and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his conduct was unlawful.The termination of any action, suit or proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent,shall not, of itself, create a presumption that the person did not act in goodfaith and in a manner which he reasonably believed to be in or not opposed tothe best interests of the corporation, and with respect to any criminal actionor proceeding, had reasonable cause to believe that his conduct was unlawful.
          (b) The corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action orsuit by or in the right of the corporation to procure a judgment in its favorby reason of the fact that he is or was a director, officer, employee or agentof the corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of thecorporation and except that no such indemnification shall be made in respect ofany claim, issue or matter as to which such person shall have been adjudged tobe liable to the corporation unless and only to the extent that the Court ofChancery of Delaware or the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liabilitybut in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses which such Court of Chanceryor such other court shall deem proper.
          (c) To the extent that a director, officer, employee or agent of thecorporation shall be successful on the merits or otherwise in defense of anyaction, suit or proceeding referred to in paragraphs (a) and (b), or in defenseof any claim, issue or matter therein, he shall be indemnified against expenses(including attorneys’ fees) actually and reasonably incurred by him inconnection therewith.
          (d) Any indemnification under Paragraphs (a) and (b) (unless ordered by acourt) shall be made by the corporation only as authorized in the specific caseupon a determination that indemnification of the director, officer, employee oragent is proper in the circumstances because he has met the applicable standardof conduct set forth in paragraphs (a) and (b). Such determination shall bemade (1) by the Board of Directors by a majority vote of a quorum consisting ofdirectors who were not parties to such action, suit or proceeding, or (2) if
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such a quorum is not obtainable, or, even if obtainable a quorum ofdisinterested directors so directs, by independent legal counsel in a writtenopinion or (3) by the stockholders.
          (e) Expenses (including attorneys’ fees) incurred in defending any civil,criminal, administrative or investigative action, suit or proceeding may bepaid by the corporation in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of thedirector, officer, employee or agent to repay such amount if it shallultimately be determined that he is not entitled to be indemnified by thecorporation as authorized in this Section 13.
          (f) The indemnification and advancement of expenses provided by, orgranted pursuant to, the other sub-sections of this Section 13 shall not bedeemed exclusive of any other rights to which those seeking indemnification oradvancement of expenses may be entitled under any bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding suchoffice.
          (g) The Board of Directors may authorize, by a vote of a majority of aquorum of the Board of Directors, the corporation to purchase and maintaininsurance on behalf of any person who is or was a director, officer, employeeor agent of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against any liabilityasserted against him and incurred by him in any such capacity, or arising outof his status as such, whether or not the corporation would have the power toindemnify him against such liability under the provisions of this Section 13.
          (h) For the purposes of this Section 13, references to “the corporation”shall include, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, wouldhave had power and authority to indemnify its directors, officers, andemployees or agents, so that any person who is or was a director, officer,employee or agent of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of thisSection with respect to the resulting or surviving corporation as he would havewith respect to such constituent corporation if its separate existence hadcontinued.
          (i) For purposes of this section references to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the corporation” shall include serviceas a director, officer, employee or agent of the corporation which imposesduties on, or involves services by, such director, officer, employee or agentwith respect to an employee benefit plan, its participants or beneficiaries;and a person who acted in good faith and in a manner he reasonably believed tobe in the interest of the participants and beneficiaries of an employee benefitplan shall be deemed to have acted in a manner “not opposed to the bestinterests of the corporation” as referred to in this section.
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          (j) The indemnification and advancement of expenses provided by, orgranted pursuant to, this section shall, unless otherwise provided whenauthorized or ratified, continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.
ARTICLE IV
OFFICERS
     Section 1. The officers of this corporation shall be chosen by the Boardof Directors and shall include a President, a Secretary, and a Treasurer. Thecorporation may also have at the discretion of the Board of Directors suchother officers as are desired, including a Chairman of the Board, one or moreVice Presidents, one or more Assistant Secretaries and Assistant Treasurers,and such other officers as may be appointed in accordance with the provisionsof Section 3 hereof. In the event there are two or more Vice Presidents, thenone or more may be designated as Executive Vice President, Senior VicePresident, or other similar or dissimilar title. At the time of the electionof officers, the directors may by resolution determine the order of their rank.Any number of offices may be held by the same person unless the Certificate ofIncorporation or these Bylaws otherwise provide.
     Section 2. The Board of Directors, at its first meeting after each annualmeeting of stockholders, shall choose the officers of the corporation.
     Section 3. The Board of Directors may appoint such other officers andagents as it shall deem necessary who shall hold their offices for such termsand shall exercise such powers and perform such duties as shall be determinedfrom time to time by the Board.
     Section 4. The salaries of all officers and agents of the corporationshall be fixed by the Board of Directors.
     Section 5. The officers of the corporation shall hold office until theirsuccessors are chosen and qualify in their stead. Any officer elected orappointed by the Board of Directors may be removed at any time by theaffirmative vote of a majority of the Board of Directors. If the office of anyofficer or officers becomes vacant for any reason, the vacancy shall be filledby the Board of Directors.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
     Section 6. The Chairman of the Board and Chief Executive Officer shall bethe chief executive officer of the corporation and shall, subject to thecontrol of the Board of Directors, have general supervision, direction andcontrol of the business and officers of the corporation. He shall preside atall meetings of the Board of Directors and stockholders, and shall have thegeneral powers and duties of management usually vested in the office of chiefexecutive officer of corporations and such other powers and duties as may beprescribed by the Board of Directors or these Bylaws.
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PRESIDENT
     Section 7. The President shall exercise and perform such powers and dutiesas may be from time to time assigned to him by the Board of Directors orprescribed by these Bylaws. In the absence or disability of the Chairman ofthe Board and Chief Executive Officer, the Presidentshall have all the powers and duties of the Chairman of the Board andChief Executive Officer prescribed herein.
VICE PRESIDENTS
     Section 8. In the absence or disability of the President, the VicePresidents in order of their rank as fixed by the Board of Directors, or if notranked, the Vice President designated by the Board of Directors, shall performall the duties of the President, and when so acting shall have all the powersof and be subject to all the restrictions upon the President. The VicePresidents shall have such other duties as from time to time may be prescribedfor them, respectively, by the Board of Directors.
SECRETARY AND ASSISTANT SECRETARY
     Section 9. The Secretary shall attend all sessions of the Board ofDirectors and all meetings of the stockholders and record all votes and theminutes of all proceedings in a book to be kept for that purpose and shallperform like duties for the standing committees when required by the Board ofDirectors. He shall give, or cause to be given, notice of all meetings of thestockholders and of the Board of Directors, and shall perform such other dutiesas may be prescribed by the Board of Directors or these Bylaws. He shall keepin safe custody the seal of the corporation, and when authorized by the Board,affix the same to any instrument requiring it, and when so affixed it shall beattested by his signature or by the signature of an Assistant Secretary. TheBoard of Directors may give general authority to any other officer to affix theseal of the corporation and to attest the affixing by his signature.
     Section 10. The Assistant Secretary, or if there be more than one, theAssistant Secretaries in the order determined by the Board of Directors, or ifthere be no such determination, the Assistant Secretary designated by the Boardof Directors, shall, in the absence or disability of the secretary, perform theduties and exercise the powers of the Secretary and shall perform such otherduties and have such other powers as the Board of Directors may from time totime prescribe.
TREASURER AND ASSISTANT TREASURER
     Section 11. The Treasurer shall have the custody of the corporate fundsand securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the corporation and shall deposit allmoneys, and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the Board ofDirectors. He shall disburse the funds of the corporation as may be ordered bythe Board of Directors, taking proper vouchers for such disbursements, andshall render to the Board of Directors, at its regular meetings, or when theBoard of Directors so requires, an account of all his transactions as Treasurerand of the financial condition of the corporation. If required by the Board ofDirectors, he shall give the corporation a bond, in such sum and with suchsurety or sureties as shall be
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satisfactory to the Board of Directors, for thefaithful performance of the duties of his office and for the restoration to thecorporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property ofwhatever kind in his possession or under his control belonging to thecorporation.
     Section 12. The Assistant Treasurer or if there shall be more than one,the Assistant Treasurers in the order determined by the Board of Directors, orif there be no such determination, the Assistant Treasurer designated by theBoard of Directors, shall, in the absence or disability of the Treasurer,perform the duties and exercise the powers of the Treasurer and shall performsuch other duties and have such other powers as the Board of Directors may fromtime to time prescribe.
ARTICLE V
CERTIFICATES OF STOCK
     Section 1. Every holder of stock of the corporation shall be entitled tohave a certificate signed by, or in the name of the corporation by, theChairman or Vice Chairman of the Board of Directors or the President or a VicePresident, and by the Secretary or an Assistant Secretary, or the Treasurer oran Assistant Treasurer of the corporation certifying the number of sharesrepresented by the certificate owned by such stockholder in the corporation.
     Section 2. Any or all of the signatures on the certificate may be afacsimile. In case any officer, transfer agent, or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent, or registrar before such certificate isissued, it may be issued by the corporation with the same effect as if he weresuch officer, transfer agent, or registrar at the date of issue.
     Section 3. If the corporation shall be authorized to issue more than oneclass of stock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualification, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shallissue to represent such class or series of stock, provided that except asotherwise provided in Section 202 of the General Corporation Law of Delaware,in lieu of the foregoing requirements there may be set forth on the face orback of the certificate which the corporation shall issue to represent suchclass or series of stock, a statement that the corporation will furnish withoutcharge to each stockholder who so requests the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights.
LOST, STOLEN OR DESTROYED CERTIFICATES
     Section 4. The Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificatestheretofore issued by the corporation alleged to have been lost, stolen ordestroyed, upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen or destroyed. When authorizingsuch issue of a
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new certificate or certificates, the Board of Directors may, inits discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolenor destroyed certificate or certificates, or his legal representative, toadvertise the same in such manner as it shall require and/or to give thecorporation a bond in such sum as it may direct as indemnity against any claimthat may be made against the corporation with respect to the certificatealleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
     Section 5. Upon surrender to the corporation, or the transfer agent of thecorporation, of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation or authority to transfer, it shall be theduty of the corporation to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
     Section 6. (a) In order that the corporation may determine thestockholders entitled to notice of or to vote at any meeting of thestockholders, or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix arecord date which shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting, nor more than sixty (60) days prior to anyother action. A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.
          (b) In order that the corporation may determine the stockholders entitledto consent to corporate action in writing without a meeting, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten (10) days after the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors. Any Stockholder of record seeking to have the Stockholdersauthorize or take corporate action by written consent shall, by written noticeto the secretary, request the Board of Directors to fix a record date. TheBoard of Directors shall promptly, but in all events within ten (10) days afterthe date on which such a request is received, adopt a resolution fixing therecord date. If no record date has been fixed by the Board of Directors withinten (10) days of the date on which such a request is received, the record datefor determining Stockholders entitled to consent to corporate action in writingwithout a meeting, when no prior action by the Board of Directors is requiredby applicable law, shall be the first date on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to thecorporation by delivery to its registered office in the State of Delaware, itsprincipal place of business, or any officer or agent of the Corporation havingcustody of the book in which proceedings of meetings of Stockholders arerecorded. Delivery made to the Corporation’s registered office shall be byhand or by certified or registered mail, return receipt requested. If norecord date has been fixed by the Board of Directors and prior action by theBoard of Directors is required by applicable law,
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the record date for determining Stockholders entitled to consent to corporateaction in writing without a meeting shall be at the close of business onthe date on which the Board of Directors adopts the resolution taking suchprior action.
          (c) In the event of the delivery to the Corporation of a written consentor consents purporting to authorize or take corporate action and/or relatedrevocations (each such written consent or related revocation is referred to inthis Section 6 as a “Consent”), the secretary of the Corporation shall providefor the safekeeping of such Consent and shall immediately appoint dulyqualified and objective inspectors to conduct, as promptly as practical, suchreasonable ministerial review as they deem necessary or appropriate for thepurpose of ascertaining the sufficiency and validity of such Consent and allmatters incident thereto, including, without limitation, whether holders ofshares having the requisite voting power to authorize or take the actionspecified in the Consent have given consent. If after such investigation thesecretary shall determine that the Consent is valid, that fact shall becertified on the records of the Corporation kept for the purpose of recordingthe proceedings of meetings of Stockholders, and the Consent shall be filed insuch records, at which time the Consent shall become effective as Stockholderaction.
REGISTERED STOCKHOLDERS
     Section 7. The corporation shall be entitled to treat the holder of recordof any share or shares of stock as the holder in fact thereof and accordinglyshall not be bound to recognize any equitable or other claim or interest insuch share on the part of any other person, whether or not it shall haveexpress or other notice thereof, save as expressly provided by the laws of theState of Delaware.
ARTICLE VI
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject tothe provisions of the Certificate of Incorporation, if any, may be declared bythe Board of Directors at any regular or special meeting, pursuant to law.Dividends may be paid in cash, in property, or in shares of the capital stock,subject to the provisions of the Certificate of Incorporation.
     Section 2. Before payment of any dividend there may be set aside out ofany funds of the corporation available for dividends such sum or sums as thedirectors from time to time, in their absolute discretion, think proper as areserve fund to meet contingencies, or for equalizing dividends, or forrepairing or maintaining any property of the corporation, or for such otherpurpose as the directors shall think conducive to the interests of thecorporation, and the directors may abolish any such reserve.
CHECKS
     Section 3. All checks or demands for money and notes of the corporationshall be signed by such officer or officers as the Board of Directors may fromtime to time designate.
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FISCAL YEAR
     Section 4. The fiscal year of the corporation shall be fixed by resolutionof the Board of Directors.
SEAL
     Section 5. The corporate seal shall have inscribed thereon the name of thecorporation, the year of its organization and the words “Corporate Seal,Delaware”. Said seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.
NOTICES
     Section 6. Whenever, under the provisions of the statutes or of theCertificate of Incorporation or of these Bylaws, notice is required to be givento any director or stockholder, it shall not be construed to mean personalnotice, but such notice may be given in writing, by mail, addressed to suchdirector or stockholder, at his address as it appears on the records of thecorporation, with postage thereon prepaid, and such notice shall be deemed tobe given at the time when the same shall be deposited in the United Statesmail. Notice to directors may also be given by overnight courier, facsimile,telephone or telegram and such notice shall be deemed to be given at the timeit is sent.
     Section 7. Whenever any notice is required to be given under theprovisions of the statutes or of the Certificate of Incorporation or of theseBylaws, a waiver thereof in writing, signed by the person or persons entitledto said notice, whether before or after the time stated therein, shall bedeemed equivalent thereto. Attendance of a person at a meeting (whether inperson or by proxy in the case of a meeting of stockholders) shall constitute awaiver of notice of such meeting, except when the person attends a meeting forthe express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at, nor the purpose of anyregular or special meeting of the stockholders, directors or members of acommittee of directors need be specified in any written waiver of notice.
ANNUAL STATEMENT
     Section 8. The Board of Directors shall present at each annual meeting andat any special meeting of the stockholders when called for by vote of thestockholders, a full and clear statement of the business and condition of thecorporation.
ARTICLE VII
AMENDMENTS
     Section 1. Except as otherwise provided herein or by law, these Bylaws maybe altered, amended or repealed, and new Bylaws may be adopted, (i) by theBoard of Directors, by vote of a majority of the number of directors then inoffice as directors, acting at any meeting ofthe Board, or (ii) by the stockholders, at any special meeting ofstockholders, provided that
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notice of such proposed amendment, modification,repeal or adoption is given in the notice of special meeting. Any Bylawsaltered, amended, or adopted by the stockholders may be altered, amended, orrepealed by either the Board or the stockholders.
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CERTIFICATE OF SECRETARY
          I, the undersigned, do hereby certify:
          (1) That I am the duly elected and acting Secretary of QUIKSILVER, INC., aDelaware corporation; and
          (2) That the foregoing Amended and Restated Bylaws, comprising fifteen(15) pages, constitute the Amended and Restated Bylaws of said corporation asduly adopted by the Board of Directors of said corporation as of December 17,2002, and amended January 27, 2004.
          IN WITNESS WHEREOF, I have hereunto subscribed my name this 27th day ofJanuary, 2004.    Charles S. Exon Secretary
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