Alba Waldensian Inc – ‘10-Q’ for 10/3/99 – EX-3.(II)

On:  Wednesday, 11/17/99   ·   For:  10/3/99   ·   Accession #:  3292-99-15   ·   File #:  1-06150

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     79K 
 2: EX-3.(I)    Restated Certificate of Incorporation                  7±    33K 
 3: EX-3.(II)   By-Laws                                                6±    25K 
 4: EX-10       Material Contracts                                     2±     7K 
 5: EX-27       Financial Data Schedule                                1      6K 

EX-3.(II)   —   By-Laws

                                                                   EXHIBIT 3(ii)

 ALBA-WALDENSIAN, INC.

 BY-LAWS
As Amended to September 30, 1999
----------------------------

ARTICLE XV
STOCKHOLDERS

         SECTION 1. The annual meeting of the  stockholders  of the  corporation
shall be held at its office in Valdese,  North Carolina,  on the third Wednesday
in April  of each  year  (or if said  day be a legal  holiday,  then on the next
succeeding  day not a  holiday),  at eleven  o'clock  in the  forenoon,  Eastern
Standard Time, for the purpose of electing  directors and for the transaction of
such other business as may properly be brought before the meeting.              
         SECTION 2. Special  meetings of the  stockholders may be held upon call
of the Board of Directors or of the Chairman of the Board or the President  (and
shall be called by the  President  at the  request in  writing  of  stockholders
owning a majority of the outstanding shares of the corporation  entitled to vote
at the  meeting)  at such time and at such place  within or without the State of
Delaware, as may be fixed by the Board of Directors or the Chairman of the Board
or the President by the stockholders  owning a majority of the outstanding stock
of the corporation entitled to vote, as the case may be, and as may be stated in
the notice setting forth such call.                                             
         SECTION  3.  Notice  of  the  time  and  place  of  every   meeting  of
stockholders shall be delivered  personally or mailed at least ten days previous
thereto to each stockholder of record entitled to vote at the meeting, who shall
have  furnished a written  address to the Secretary of the  corporation  for the
purpose.  Such further notice shall be given as may be required by law. Meetings
may be held without notice if all  stockholders  entitled to vote at the meeting
are present, or if notice is waived by those not present.                       
         SECTION  4. The  holders  of record of a  majority  of the  issued  and
outstanding shares of the corporation which are entitled to vote at the meeting,
present  in person or by proxy,  shall,  except as  otherwise  provided  by law,
constitute  a quorum at all  meetings of the  stockholders.  If there be no such
quorum,  the holders of a majority of such shares so present or represented  may
adjourn the meeting from time to time.                                          
         SECTION 5. Meetings of the  stockholders  shall be presided over by the
Chairman  of the Board or the  President  or, if neither is  present,  by a Vice
President  or, if no such officer is present,  by a chairman to be chosen at the
meeting.  The  Secretary of the  corporation,  or in his  absence,  an Assistant
Secretary, shall act as secretary of the meeting, if present.                   
         SECTION 6. Each stockholder  entitled to vote at any meeting shall have
one vote in  person or by proxy  for each  share of stock  held by him which has
voting  power over the matter in  question  at the time;  but no proxy  shall be
voted on after  three  years from its date,  unless  such proxy  provides  for a
longer period.                                                                  
         SECTION 7. At all elections of directors the voting shall be by ballot,
and a majority  of the votes cast  thereat  shall  elect.  The  Chairman of each
meeting at which  directors are to be elected  shall  appoint two  inspectors of
election,   unless  such  appointment  shall  be  unanimously  waived  by  those
stockholders present or represented by proxy at the meeting and entitled to vote
at the  election  of  directors.  No  director  or  candidate  for the office of
director shall be appointed as such Inspector.  The Inspectors  shall first take
and  subscribe  an oath or  affirmation  faithfully  to  execute  the  duties of
inspector at such meeting with strict  impartiality and according to the best of
their ability,  and shall take charge of the polls and after the balloting shall
make a  certificate  of the result of the vote taken.  Except where the transfer
books of the corporation  shall have been closed or a date shall have been fixed
as a record date for the  determination  of  stockholders  entitled to vote,  as
hereinafter  provided,  no stock shall be voted on at any  election of directors
which  shall  have been  transferred  upon the books of the  corporation  within
twenty days next preceding such election.                                       
         SECTION 8. In order that the  Corporation  may  determine  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution  or allotment  of any right,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall be not more than 60 nor less than 10 days  before  the date of such
meeting,  nor more than 60 days prior to any other action.  In no case shall the
stock transfer books be closed for purposes of such determination.  If no record
date is fixed:  (1) the record  date for  determining  stockholders  entitled to
notice or to vote at a meeting of stockholders shall be the close of business on
the day next  preceding  the day on which  notice  is  given,  or,  if notice is
waived,  at the close of business on the day next preceding the day on which the
meeting is held;  and (2) the record date for  determining  stockholders  or any
other  purpose  shall be held at the close of  business  on the day on which the
board of directors adopts the resolution relating thereto.  The determination of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the board of  directors  may  exercise a new record date for the  adjourned
meeting.                                                                        
 ARTICLE XVI
BOARD OF DIRECTORS

         SECTION  1. The  property  and  business  of the  corporation  shall be
managed  by its  board of  directors,  none of the  members  of which  need be a
stockholder of the corporation.                                                 
         The number of directors of the corporation  shall not be less than five
(5) nor more than  fifteen  (15),  the exact  number  of  authorized  directors,
hereinafter  referred to as the entire board, to be determined from time to time
by resolution  adopted by a majority of the entire board,  and such exact number
shall be eleven  (11) until  otherwise  determined  by  resolution  adopted by a
majority  of the  entire  board.  In the event  that the  number  of  authorized
directors is increased by such resolution, the vacancy or vacancies so resulting
shall be filled by the stockholders of this corporation called for that purpose.
Any such vacancy or vacancies  not filled by the  stockholders  at any annual or
special  meeting of the corporation may be filled by a vote of a majority of the
directors then in office. A decrease in the number of authorized directors shall
not of itself remove any director prior to the expiration of his term of office.
         The board of directors shall be divided into three classes,  each class
to be as  nearly  equal in number as  possible,  to serve in the first  instance
until the annual  meeting of  stockholders  to be held in 1980,  1981, and 1982,
respectively, and until their successors shall be elected and shall qualify, and
thereafter the  successors in each class of directors  shall be elected to serve
for terms of three years and until their  successors  shall be elected and shall
qualify. In the event of any increase in the authorized number of directors, the
additional  directors shall be so classified that all classes of directors shall
be increased equally,  as nearly as possible,  and, in the event of any decrease
in the  authorized  number of  directors,  all  classes  of  directors  shall be
decreased equally, as nearly as possible.                                       
         A majority of the board of directors shall  constitute a quorum for the
transaction  of all  business  except for those  particular  items  contained in
Paragraph  13(iv)(i)(ii) of the Certificate of Incorporation in which event, the
majority required thereunder shall prevail.                                     
         SECTION 2. In the event of the death, resignation,  retirement, removal
or  disqualification  of a director  during  his  elected  term of  office,  his
successor  shall be elected by a majority  of the  directors  then in office and
shall serve only until the expiration of the term of his predecessor.           
         The  stockholders  at any meeting may, by a majority vote of all issued
and outstanding stock entitled to vote, remove any director and fill the vacancy
in the board of directors thus caused.                                          
         SECTION 3.  Meetings  of the board of  directors  shall be held at such
place  within or without the State of Delaware as may from time to time be fixed
by  resolution  of the board or as may be  specified in the call of any meeting.
Regular  meetings of the board of  directors  shall be held at such times as may
from time to time be fixed by resolution of the board;  and special meetings may
be held at any time upon the call of the Chairman of the Board or the President,
by oral, telegraphic or written notice, duly served on or sent or mailed to each
Director not less than two days before the  meeting.  A meeting of the board may
be held without notice  immediately after the annual meeting of the stockholders
at the same place at which such  meeting  is held.  Notice  need not be given of
regular  meetings of the board held at times fixed by  resolution  of the board.
Meetings may be held at anytime  without notice if all the directors are present
or if those not present waive notice of the meeting, in writing.                
         SECTION  4.  Any  person  who at any time  serves  or has  served  as a
director  of  the  Corporation  shall  have a  right  to be  indemnified  by the
Corporation  to the  fullest  extent  permitted  by law  against  (a)  expenses,
including  reasonable  attorneys' fees, actually and necessarily incurred by him
or her in connection with any threatened,  pending or completed action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative,  whether
formal  or  informal,  and  whether  or  not  brought  by or on  behalf  of  the
Corporation,  arising  out of  his or her  status  as  such  director,  or as an
officer,  employee or agent of the  Corporation,  or his or her service,  at the
request of the Corporation,  as a director,  officer, partner, trustee, employee
or agent of any other corporation,  partnership,  joint venture,  trust or other
enterprise or as a trustee or  administrator  under an employee benefit plan, or
his or her activities in any of the foregoing capacities,  and (b) any liability
incurred  by him or  her,  including  without  limitation,  satisfaction  of any
judgment,  money decree, fine (including any excise tax assessed with respect to
an employee benefit plan),  penalty or settlement,  for which he or she may have
become liable in connection with any such action, suit or proceeding.           
         The Board of Directors of the Corporation shall take all such action as
may be  necessary  and  appropriate  to  authorize  the  Corporation  to pay the
indemnification  required by this Bylaw,  including without  limitation,  to the
extent necessary,  (a) making a good faith evaluation of the manner in which the
claimant for indemnity  acted and of the reasonable  amount of indemnity due him
or her and (b) giving notice to and obtaining  approval by the  shareholders  of
the Corporation.                                                                
         Expenses  incurred  by a  director  in  defending  an  action,  suit or
proceeding may be paid 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 the director to pay such amount unless it shall ultimately be determined that
he or  she  is  entitled  to be  indemnified  by the  Corporation  against  such
expenses.                                                                       
         Any person who at any time after the  adoption of this Bylaw  serves or
has served as a director  of the  Corporation  shall be deemed to be doing or to
have  done  so in  reliance  upon,  and  as  consideration  for,  the  right  of
indemnification  provided  herein,  and any  modification  or  repeal  of  these
provisions for  indemnification  shall be prospective  only and shall not affect
any rights or obligations  existing at the time of such  modification or repeal.
Such right shall inure to the benefit of the legal  representatives  of any such
person,  shall not be  exclusive of any other rights to which such person may be
entitled  apart from the  provisions of this Bylaw,  and shall not be limited by
the  provisions  for  indemnification  in Section  145 of the  Delaware  General
Corporation  Law or any  successor  statutory  provisions  or by  reason  of the
existence at any time of any other Bylaw of the Corporation.                    
         Any  person  who is  entitled  to  indemnification  by the  Corporation
hereunder shall also be entitled to reimbursement of reasonable costs,  expenses
and attorneys' fees incurred in obtaining such indemnification.                 
         In addition, the Corporation may by action of the Board of Directors in
a particular  case agree to indemnify up to the fullest extent  permitted by law
any officer, employee or agent who is a not a director of the Corporation to the
same  extent and in the same  manner as the  Corporation  is bound to  indemnify
directors of the Corporation pursuant to this Bylaw                             
ARTICLE XVII
OFFICERS

         SECTION  1.  The  board  of  directors  as soon as may be  after  their
election  held in each year,  or at any time during their term of office,  shall
choose a President of the corporation,  one or more Vice Presidents, a Secretary
and a Treasurer and, from time to time, may appoint an Executive Vice President,
Assistant Secretaries,  Assistant Treasurers and such other officers, agents and
employees as it may deem proper.  The office of Secretary  and  Treasurer may be
held by the same person,  and a Vice  President of the  corporation  may also be
either the Secretary or the Treasurer.  The President shall be chosen from among
the Directors.  The Board in its discretion may, also,  choose a Chairman of the
Board and a Vice Chairman of the Board from among the directors.                
         SECTION  2. The term of office of all  officers  shall be one year,  or
until their  respective  successors  are chosen;  but any officer may be removed
from office at any time by the affirmative  vote of a majority of the members of
the board.                                                                      
         SECTION 3. Subject to such  limitations  as the board of directors  may
from time to time  prescribe,  the officers of the  corporation  shall each have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as from time to time may be  conferred by the Board of
Directors. The Secretary shall be sworn to the faithful discharge of his duties.
The Treasurer and the Assistant  Treasurers may be required to give bond for the
faithful discharge of their duties, in such sum and with such surety or sureties
as the Board of Directors may from time to time prescribe.                      
 ARTICLE XVIII
 CERTIFICATES OF STOCK

         SECTION 1. The interest of each stockholder of the corporation shall be
evidenced by a certificate or  certificates  for shares of stock in such form as
the board of directors may from time to time prescribe.  The shares in the stock
of the corporation  shall be transferable on the books of the corporation by the
holder thereof in person or by his attorney,  upon surrender for cancellation of
a certificate or certificates for the same number of shares,  with an assignment
and power of transfer endorsed thereupon or attached thereto, duly executed, and
with such proof of the  authenticity  of the signature as the corporation or its
agents may reasonably require.                                                  
         SECTION 2. The  certificates  of stock shall be signed by the President
or a Vice  President  and by the  Secretary  or the  Treasurer  or an  Assistant
Secretary  or an  Assistant  Treasurer,  shall  be  sealed  with the seal of the
corporation (or shall bear a facsimile of such seal), and shall be countersigned
and  registered  in such  manner,  if any,  as the  board  of  directors  may by
resolution  prescribe.  If such certificate is countersigned by a transfer agent
(other than the corporation or its employees) or by a registrar  (other than the
corporation  or its employees) any other  signature on the  certificates  may be
facsimile.                                                                      
         SECTION 3. No certificate for shares of stock in the corporation may be
issued  in place  of any  certificate  alleged  to have  been  lost,  stolen  or
destroyed,  except  upon  production  of such  evidence  of such loss,  theft or
destruction  and upon delivery to the Corporation of a bond of indemnity in such
amount, upon such terms and secured by such surety, as the Board of Directors in
its discretion may require.                                                     
 ARTICLE XIX
 CORPORATE BOOKS

         The books of the  corporation,  except the original or duplicate  stock
ledger,  may be kept  outside  of the State of  Delaware,  at the  office of the
corporation in Valdese,  North Carolina, or at such other place or places as the
board of directors may from time to time determine.                             
ARTICLE XX
 CHECKS, NOTES, ETC.

         All checks and drafts on the corporation's  bank accounts and all bills
of exchange and promissory  notes,  and all  acceptances,  obligations and other
instruments  for the  payment  of  money,  shall be signed  by such  officer  of
officers or agent or agents as shall be thereunto  authorized  from time to time
by the board of directors.                                                      
 ARTICLE XXI
 FISCAL YEAR

     The fiscal year of the corporation  shall begin on the first day of January
in each year and shall end on the 31st day of December following.               
ARTICLE XXII
CORPORATE SEAL

         The  corporate  seal shall have  inscribed the name thereon the name of
the  corporation  and the  words  "Incorporated  Delaware  1928." In lieu of the
corporate seal, when so authorized by the board of directors or a duly empowered
committee   thereof,  a  facsimile  thereof  may  be  impressed  or  affixed  or
reproduced.                                                                     
 ARTICLE XXIII
 OFFICES

         The corporation and the stockholders and the directors may have offices
outside the State of Delaware at such places as shall be determined from time to
time by the board of directors.                                                 
ARTICLE XXIV
AMENDMENTS

         Except as  provided  for in  Paragraph 7 and 13 of the  Certificate  of
Incorporation,  all other  paragraphs of the By-Laws of the  corporation  may be
added to, altered, amended or repealed by the affirmative vote of the holders of
the  stock of the  corporation  issued  and  outstanding  and  entitled  to vote
thereon, at any regular or special meeting of the stockholders, if notice of the
proposed  change be contained in the notice of the meeting,  or,  subject to the
power of the stockholders to alter, amend or repeal By-Laws made by the board of
directors,  by the  affirmative  vote of a majority of the Board of Directors at
any regular or special meeting thereof, if in the call or notice of said meeting
the  proposed  change  shall be set forth as one of the objects of the  meeting;
provided that no change in the time or place for the election of directors shall
be made except in accordance with the laws of the State of Delaware.            

Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		11/17/99		None on these Dates
For Period End:		10/3/99
		9/30/99
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