Exhibit 3.1
CERTFICIATE OF AMENDMENT TO THE BY-LAWS
OF VF CORPORATION
I, Candace S. Cummings, Vice President — Administration, General Counsel and
Secretary of VF Corporation, a Pennsylvania corporation (the “Corporation”), hereby certify
that the following resolutions were adopted by the Board of Directors effective as of April
25, 2006:
RESOLVED: That Section 2 of Article II of the By-Laws of VF
Corporation which reads as follows:
“Section 2. Qualifications. Directors shall be natural
persons of full age but need not be residents of the Commonwealth
of Pennsylvania or shareholders in the Corporation. A director
may also be a salaried officer or employee of the Corporation. No
person shall be eligible to be elected a director of the
Corporation for a period extending beyond the Annual Meeting of
Shareholders immediately following his attaining the age of 70
years. If any person elected as a director shall within 30 days
after notice of his election fail to accept such office, either in
writing or by attending a meeting of the Board of Directors, the
Board of Directors may declare his office vacant.”
be and hereby is amended to read as follows:
“Section 2. Qualifications. Directors shall be natural
persons of full age but need not be residents of the Commonwealth
of Pennsylvania or shareholders in the Corporation. A director
may also be a salaried officer or employee of the Corporation. No
person shall be eligible to be elected a director of the
Corporation for a period extending beyond the Annual Meeting of
Shareholders immediately following his attaining the age of 72
years. If any person elected as a director shall within 30 days
after notice of his election fail to accept such office, either in
writing or by attending a meeting of the Board of Directors, the
Board of Directors may declare his office vacant.”
and be it
RESOLVED: That Section 3 of Article II of the By-Laws of VF
Corporation which reads as follows:
“Section 3. Number, Classification, and Term of Office. The
number of directors of the Corporation shall be not less than six
and may consist of such larger number as may be determined from
time to time by the Board of Directors. The Board of Directors
shall be divided into three classes, each class of which shall be
as nearly equal in number as possible, the term of office of at
least one class shall expire in each year, and the members of a
class shall not be elected for a shorter period than one year, or
for a longer period than three years. One-third (or the nearest
approximation thereto) of the number of the Board of Directors,
determined as aforesaid, shall be elected at each Annual Meeting
of the shareholders for terms to expire at the third subsequent
meeting of shareholders at which directors are elected. Each
director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified,
subject to earlier termination as herein provided.”
be and hereby is amended to read as follows:
“Section 3. Number, Classification, and Term of Office. The
number of directors of the Corporation shall be not less than six
and may consist of such larger number as may be determined from
time to time by the Board of Directors. The Board of Directors
shall be divided into three classes, each class of which shall be
as nearly equal in number as possible, the term of office of at
least one class shall expire in each year, and the members of a
class shall not be elected for a shorter period than one year, or
for a longer period than three years. One-third (or the nearest
approximation thereto) of the number of the Board of Directors,
determined as aforesaid, shall be elected at each Annual Meeting
of the shareholders for terms to expire no later than the third
subsequent meeting of shareholders at which directors are elected.
Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and
qualified, subject to earlier termination as herein provided.”
and be it
FURTHER RESOLVED: That Section 7 of Article V of the By-Laws
of VF Corporation which reads as follows:
“Section 7. The Chairman of the Board of Directors. The
Chairman of the Board of Directors shall serve as Chairman of the
Executive Committee, subject, however, to the control of the Board
of Directors. He shall, if present thereat, preside as Chairman
at all meetings of the shareholders and of the directors. He
shall be, ex officio, a member of all standing committees of the
Board of Directors except the Audit, Nominating and Organization
and Compensation Committees. He shall have such other powers and
perform such further duties as may be assigned to him by the Board
of Directors.”
be and hereby is amended to read as follows:
“Section 7. The Chairman of the Board of Directors. The
Chairman of the Board of Directors shall be the chief executive
officer of the Corporation and shall have general supervision over
the business and operations of the Corporation, subject, however,
to the control of the Board of Directors. The Chairman of the
Board of Directors shall serve as Chairman of the Executive
Committee, subject, however, to the control of the Board of
Directors. He shall, if present thereat, preside as Chairman at
all meetings of the shareholders and of the directors. He shall
be, ex officio, a member of all standing committees of the Board
of Directors except the Audit, Nominating and Governance and
Compensation Committees. He shall have such other powers and
perform such further duties as may be assigned to him by the Board
of Directors.”
and be it
FURTHER RESOLVED: That Section 8 of Article V of the By-Laws
of VF Corporation which reads as follows:
“Section 8. The President. The President shall be the chief
executive officer of the Corporation and shall have general
supervision over the business and operations of the Corporation,
subject, however, to the control of the Board of Directors. He
shall be, ex officio, a member of all standing committees of the
Board of Directors except the Audit, Nominating and Organization
and Compensation Committees.”
be and hereby is amended to read as follows:
“Section 8. The President. The President shall be the chief
operating officer of the Corporation and sign, execute and
acknowledge, in the name of the Corporation, deeds, mortgages,
bonds, contracts, and other instruments authorized by the Board of
Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation; and in
general, he shall perform duties incident to the office of
President, and such other duties as from time to time may be
assigned to him by the Board of Directors or by the Chairman.”
IN WITNESS WHEREOF, I hereunto set my hand as of April 25, 2006.
/s/ Candace S. Cummings
Candace S. Cummings
Vice President — Administration,
General Counsel and Secretary