Amended and Restated Bylaws


SKULLCANDY, INC.
CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS



The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Secretary of Skullcandy, Inc., a Delaware corporation, and that the foregoing bylaws, comprising [25] pages, were amended and restated on ____________, 20__ by the Corporation's board of directors.


IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this ___ day of __________, 20___.

_________________________________________

Secretary


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