EXHIBIT 3.2.6
DELTA APPAREL, INC.
BOARD OF DIRECTORS
RESOLUTIONS RESPECTING AMENDMENTS TO BYLAWS
The Board of Directors (the Board) of Delta Apparel, Inc., a Georgia corporation (the
Corporation), does hereby adopt the following resolutions of the Board:
WHEREAS, the Board believes that it is in the best interest of the Corporation and its
shareholders to amend the Corporations bylaws (the Bylaws) to more closely align the shareholder
special meeting provisions to the requirements of the Georgia Business Corporation Code, to clarify
the indemnification provisions as respects departed directors and officers and to make certain
other corrective and conforming changes;
NOW, THEREFORE, the Board hereby resolves as follows:
1. Section 2.2 of the Bylaws is amended to read in full as follows:
2.2 Special Meetings. Special meetings of the shareholders may be called at
any time by the Board of Directors, by the Chairman of the Board of
Directors, by the President, by a committee of the Board of Directors that
has been duly designated by the Board of Directors and the powers and
authority of which, as provided in a resolution of the Board of Directors or
in these Bylaws, include the power to call such meetings, and by the holders
of a majority of shares outstanding and entitled to vote at such meeting; and
special meetings of shareholders may not be called by any other person or
persons. Any special meeting of the shareholders shall be held on such date
and at such time and place (within or outside the State of Georgia) as shall
be set forth in the notice thereof. Only such business shall be conducted at
a special shareholder meeting as shall have been brought before such meeting
pursuant to the Corporations notice of meeting given in accordance with
Section 2.3.
2. The second sentence of Section 3.2 of the Bylaws is amended to read in full as follows:
Except as provided in Section 3.5, the Directors shall be elected as provided in Section 2.5.
3. Section 2.13(f) of the Bylaws is amended to read in full as follows:
(f) such other information as the Corporation may reasonably request.
4. Section 8.1(d) of the Bylaws is amended to read in full as follows:
(d) The right to indemnification and advancement of expenses provided
by or granted pursuant to this Section 8.1 shall vest (or be deemed to vest)
at the time that a person becomes (or became) a director or officer of the
Corporation, shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person. Such indemnification and
advancement of expenses provided by or granted pursuant to this Section 8.1
shall be a contractual right of the Corporations current and former
directors and officers.
5. Section 8.1(b) of the Bylaws is amended to read in full as follows:
(b) The Corporation may purchase and maintain insurance on behalf of
those persons for whom it is entitled to purchase and maintain insurance
against any liability asserted against such persons and incurred by such
persons in any of the capacities specified in or arising out of such persons
status as described in Section 14-2-858 of the Code (or any successor
provision), whether or not the Corporation would have the power to indemnify
such persons against such liability under the laws of the State of Georgia.
6. The Corporation shall perform all such acts as shall be necessary or advisable in order to
accomplish the purposes of these resolutions.
7. Each officer of the Corporation is authorized, on behalf of the Corporation, to perform all
such acts and to execute, deliver and/or file with any governmental agency or other entity all such
instruments, agreements and other documents as such officer may deem necessary or desirable in
order to carry into effect the intent and purposes of these resolutions.
8. The Secretary or any Assistant Secretary of the Corporation 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.
9. Section 2 of these resolutions shall be effective as of August 17, 2006. Sections 3 and 5
of these resolutions shall be effective as of December 10, 1999. All other provisions of these
resolutions shall be effective as of the date of adoption of these resolutions.
Adopted on August 12, 2009.
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