AMENDMENT NO. 5
AMENDED AND RESTATED BY-LAWS
BLACK DIAMOND, INC.
The Amended and Restated By-laws of Black Diamond, Inc., a Delaware corporation (the “By-laws”), shall be amended as follows:
Article III, Section 3 of the By-laws is hereby amended by deleting such section in its entirety and inserting the following Article III, Section 3 in lieu thereof:
“Section 3. Removal. Except as provided in the Certificate of Incorporation or under applicable law, directors may be removed from office with or without cause by a vote of the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors.”
In order to correct a typographical error, all references to “Article VII” contained in Amendment No. 2 to the By-laws are hereby changed to “Article VI.”
I hereby certify that the foregoing is a full, true and correct copy of Amendment No. 5 to the Amended and Restated By-laws of Black Diamond, Inc., a Delaware corporation, as in effect on the date hereof.
Dated: August 4, 2017
|BLACK DIAMOND, INC.|
|By:||/s/ Aaron J. Kuehne|
|Name:||Aaron J. Kuehne|
|Title:||Chief Financial Officer,|
|Chief Administrative Officer,|
|Secretary, and Treasurer|