Exhibit
3.1
AMENDMENT
NO. 2
TO
THE
AMENDED
AND RESTATED BY-LAWS
OF
CLARUS
CORPORATION
The Amended and Restated By-laws of
Clarus Corporation, a Delaware corporation (the “By-laws”), shall be amended as
follows:
1. Article
VII, Section 1 of the By-laws is hereby amended by deleting the first sentence of
Section 1 in its entirety and inserting the following in lieu
thereof:
“Section 1. Titles. The officers of
the Corporation shall be elected by the Board of Directors and shall consist of
a Chairman of the Board, a
Vice Chairman of the Board, a Chief Executive Officer, a President,
a Chief Financial Officer, a Secretary, and a Treasurer.”
2. Article
VII of the By-laws is hereby amended by supplementing such article to include
the following new Section 18:
“Section 18. Vice Chairman of the
Board. In the absence of the Chairman of the
Board or in the event of his inability or refusal to act, the Vice Chairman of
the Board, if present, shall preside at all meetings of the Board of
Directors. The Vice Chairman of the Board may but need not be an
employee of the Corporation. The Vice Chairman of the Board shall
have such other powers and perform such other duties as the Board of Directors
shall designate or as may be provided by applicable law or elsewhere in these
by-laws.”
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I
hereby certify that the foregoing is a full, true and correct copy of Amendment
No. 2 to the Amended and Restated By-laws of Clarus Corporation, a Delaware
corporation, as in effect on the date hereof.
Dated:
May 28, 2010
/s/ Philip A.
Baratelli
Philip A.
Baratelli
Secretary
of Clarus Corporation