EXHIBIT 3.2.4
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 clarify when shareholder
nominations of candidates for director of the Company must be submitted;
NOW THEREFORE, the Board hereby adopts the following resolutions:
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 years annual shareholders meeting
has been changed by more than 30 days from the date of the previous years 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:
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.
Adopted June 6, 2000.