EXHIBIT 3.2.3
DELTA APPAREL, INC.
BOARD OF DIRECTORS
RESOLUTIONS RESPECTING AMENDMENT OF BYLAWS
The Board of Directors (the Board) of Delta Apparel, Inc., a Georgia corporation (the
Company), does hereby adopt the following resolutions of the Board:
WHEREAS, the Board believes that it is in the best interest of the Company and its
shareholders to amend the Companys bylaws (the Bylaws) to provide that the Companys Chairman
of the Board or Chief Executive Officer, as well as the Companys President or any Vice
President, may sign certificates for the Companys stock;
NOW THEREFORE, the Board hereby adopts the following resolutions:
RESOLVED, that Section 7.2 of the Bylaws is hereby amended by adding the phrase the
Chairman of the Board, the Chief Executive Officer, to such Section 7.2 immediately before the
phrase the President or a Vice President.
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 Companys 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
Companys 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 Boards 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.
RESOLVED, that these resolutions supersede any prior resolutions of this Board, if any,
that are inconsistent with these resolutions.
Adopted February 17th, 2000.