Exhibit
3.1
Amendments to the By-Laws of VF Corporation
Effective December 11, 2007
Section 7 of Article V of the By-Laws of VF Corporation which
previously 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.
The Chairman shall be authorized to 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 to some other officer or agent
of the Corporation. He shall have such other powers and perform
such further duties as may be assigned to him by the Board of
Directors.
Has been amended to read as follows:
Section 7. The Chairman of the Board of Directors.
Unless otherwise determined by 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. The Chairman shall be authorized to 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 to
some other officer or agent of the Corporation. He shall have such
other powers and perform such further duties as may be assigned to
him by the Board of Directors.
Section 8 of Article V of the By-Laws of VF Corporation which
previously read as follows:
Section 8. The President. The President shall be the chief
operating officer of the Corporation and shall be authorized to
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 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.
Has been amended to read as follows:
Section 8. The President. Unless the Board of Directors
has determined that the President shall serve as the chief executive
officer of the Corporation with general supervision over the
business and operations of the Corporation (subject, however, to the
control of the Board of Directors), the President shall be the
chief operating officer of the Corporation and shall be authorized
to 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 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.
If the President is serving as a director, then during the
absence or disability of the Chairman of the Board, he shall preside
at all meetings of the shareholders or the Board of Directors.