DUCK HEAD APPAREL COMPANY, INC.
BOARD OF DIRECTORS
RESOLUTIONS RESPECTING
AMENDMENT OF BYLAWS
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The Board of Directors (the "Board") of Duck Head Apparel Company, Inc., a
Georgia corporation (the "Company"), does hereby adopt the following resolutions
of the Board:
WHEREAS, the Company has changed its name from "DH Apparel Company, Inc."
to "Duck Head Apparel Company, Inc." and the Board believes that it is in the
best interest of the Company and its shareholders to amend the Company's bylaws
(the "Bylaws") to reflect such name change; and
WHEREAS, the Board believes that it is in the best interest of the Company
and its shareholders to amend the Bylaws to clarify when shareholder nominations
of candidates for director of the Company must be submitted;
NOW THEREFORE, the Board hereby adopts the following resolutions:
RESOLVED, that the Bylaws are hereby amended by replacing the words "DH
Apparel Company, Inc." everywhere such words appear in the Bylaws with the words
"Duck Head Apparel Company, Inc."
RESOLVED, the first paragraph of Section 2.13 of the Bylaws (ending with
the phrase "Each such notice shall set forth:") is hereby deleted in its
entirety and replaced with the following:
"Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of directors.
Any shareholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if written notice of the intent
of such shareholder to make such nomination shall be personally delivered to or
mailed, postage prepaid, and received at the principal executive offices of the
Corporation (i) with respect to an election to be held at an annual
shareholders' meeting, (A) not later than 120 days prior to the first
anniversary date of the immediately preceding annual shareholders' meeting or
(B) if the Corporation did not hold an annual shareholders' meeting during the
preceding year or if the date of the current year's annual shareholders' meeting
has been changed by more than 30 days from the date of the previous year's
meeting, then not later than 10 days after notice or public disclosure of the
date of the annual meeting shall first be given or made to shareholders and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of directors, not later than 10 days after notice or public
disclosure of the date of the special meeting shall first be given or made to
shareholders. Each such notice shall set forth:"
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RESOLVED, that the Company shall cause to be performed all such acts as
shall be necessary or advisable in order to accomplish the purposes of these
resolutions.
RESOLVED, that the officers of the Company, be, and they hereby are, each
authorized, empowered and directed, on behalf of and in the name of the Company,
to do and perform all such acts and things, and to execute, deliver and/or file
all such instruments, agreements and other documents (including without
limitation any notices of the amendment of the Bylaws provided herein required
to be filed by applicable law or rules with any governmental or regulatory
agency and any stock market, stock exchange or other self regulatory
organization on which the Company's securities are listed or proposed to be
listed) as they or such officer may deem necessary or desirable to carry into
effect the purposes and intent of the foregoing resolutions, and to perform all
acts necessary or advisable in order to perform the Company's obligations under,
and to consummate the transactions contemplated by, any such executed document;
and the execution and/or filing of each such instrument, agreement and document
shall constitute conclusive evidence of the Board's approval thereof.
RESOLVED, that each act consistent with the purposes of these resolutions
performed prior to the execution of these resolutions by any officer of the
Company is hereby ratified.
RESOLVED, that the Secretary or any Assistant Secretary of the Company is
authorized to make such corrective or minor modifications or additions to the
foregoing resolutions as shall be deemed necessary or appropriate, so long as
the resolutions, as so modified or supplemented, effect the intent and purposes
of these resolutions.
Adopted June 6, 2000.
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