8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 17, 2004

MICHAELS STORES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09338	75-1943604
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8000 Bent Branch Drive
Irving, Texas 75063
P.O. Box 619566
DFW, Texas 75261-9566
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 409-1300

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Restated Certificate of Incorporation
Certificate of Amendment
Certificate of Amendment
Certificate of Amendment
Amended and Restated Bylaws

Item 5. Other Events and Required FD Disclosure.

     Executive Officers of the Company

     On June 17, 2004, the Board of Directors (the “Board”) of Michaels Stores, Inc. (the “Company”) made its annual determination as to those officers of the Company that will be designated executive officers. The following individuals were designated executive officers of the Company:

Charles J. Wyly, Jr.	Chairman of the Board of Directors
Sam Wyly	Vice Chairman of the Board of Directors
R. Michael Rouleau	President and Chief Executive Officer
Ronald S. Staffieri	President – Michaels Stores Group
Jeffrey N. Boyer	Executive Vice President – Chief Financial Officer
Edward F. Sadler	Executive Vice President – Store Operations
Gregory A. Sandfort	Executive Vice President – General Merchandise Manager

     Amendment to Restated Certificate of Incorporation

     On June 17, 2004, an amendment to the Restated Certificate of Incorporation of the Company, increasing the number of authorized shares of common stock of the Company, was adopted by the Company’s stockholders and filed with the Secretary of State of the State of Delaware. A copy of the Restated Certificate of Incorporation and all subsequent amendments thereto, including the one described in the immediately preceding sentence, are attached as exhibits to this Current Report on Form 8-K.

     Amended and Restated Bylaws

     On June 17, 2004, the Board adopted Amended and Restated Bylaws of the Company, a copy of which is attached as an exhibit to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits:

Exhibit
Number	Description
3.1	Restated Certificate of Incorporation of Michaels Stores, Inc.
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.5	Amended and Restated Bylaws of Michaels Stores, Inc.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MICHAELS STORES, INC.
By:	/s/ Jeffrey N. Boyer
	Jeffrey N. Boyer Executive Vice President —
	Chief Financial Officer

     Date: July 7, 2004

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INDEX TO EXHIBITS

Exhibit
Number	Description
3.1	Restated Certificate of Incorporation of Michaels Stores, Inc.
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of Michaels Stores, Inc.
3.5	Amended and Restated Bylaws of Michaels Stores, Inc.

EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

MICHAELS STORES, INC.

Under Sections 242 and 245

of the

Delaware General Corporation Law

     Michaels Stores, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

     First: The name of the Corporation is Michaels Stores, Inc.

     Second: The Corporation was originally incorporated under the name Michaels Arts & Crafts, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State, Dover, Delaware, on the 18th day of November, 1983.

     Third: Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation. The amendment to the Certificate of Incorporation effected by this certificate is as follows:

     To amend Article Four to increase the number of shares of common stock issuable to Fifty Million Shares.

     Fourth: The amendment and the restatement of the Certificate of Incorporation have been approved by the Corporation’s Board of Directors and have been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by an affirmative vote of the holders of a majority of all outstanding shares entitled to vote at a meeting of stockholders.

     Fifth: The text of the Restated Certificate of Incorporation of Michaels Stores, Inc., as amended, is hereby restated and further amended to read in its entirety as follows:

RESTATED CERTIFICATE OF INCORPORATION

OF

MICHAELS STORES, INC.

Article One

     The name of the Corporation is Michaels Stores, Inc.

Article Two

     The location of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

Article Three

     The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Article Four

     The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is Fifty-Two Million (52,000,000), consisting of Fifty Million (50,000,000) shares of common stock (the “Common Stock”) having a par value of $.10 per share, and Two Million (2,000,000) shares of preferred stock (the “Preferred Stock”), having a par value of $.10 per share.

     The Preferred Stock may be issued in one or more series as may be determined from time to time by the Board of Directors. Subject to the provisions of this Article Four, the Board of Directors is expressly authorized to fix the relative preferences, priorities and restrictions of the Preferred Stock or any series thereof by resolution and by filing a Certificate thereof as provided in the General Corporation Law of the State of Delaware or succeeding legislation. Without limiting the generality of the foregoing, the Board of Directors is expressly authorized, in its absolute discretion, to confer upon the holders of any series of the Preferred Stock the right, voting separately as a class, to approve or disapprove any of the actions referred to in Article Eight of this Certificate of Incorporation by the same percentage of such series of Preferred Stock as said Article requires for action in the case of the holders of the Common Stock, in which event the provisions of said Article shall apply, with such changes as the context may require, separately to such series of Preferred Stock.

     Subject to the provisions of law and the preferences of the Preferred Stock, dividends may be paid on the Common Stock at such time and in such amounts as the Board of Directors may deem advisable; and each holder of Common Stock will have one vote for each share of Common Stock held by him on all matters voted upon by the stockholders.

     No approval by class or series vote or otherwise of the holders of the Preferred Stock or any series thereof will be required for the issue by the Board of Directors of any other series of Preferred Stock, whether or not in any respect senior to or on a parity with any such outstanding series, provided, however, that the Board of Directors may condition the issue of such additional series of Preferred Stock on the approval, by such proportion as the Board of Directors may specify, of any such outstanding series.

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     No holder of any of the shares of any class or series of stock, or of options, warrants or other rights to purchase shares of any class or series of stock or other securities of the Corporation, will have any preemptive or preferential right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or notes, bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock. Shares of stock of any class or series, or any notes, bonds, debentures and other securities convertible into or carrying warrants, rights or options to purchase shares of stock of any class or series may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or otherwise, and upon such terms as may be deemed by the Board of Directors in the exercise of its sole discretion.

     Shares of Common Stock and, subject to the provisions of this Article, shares of any series of Preferred Stock, may be issued from time to time as the Board of Directors determines and on such terms and for such consideration as may be fixed by the Board of Directors.

     The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

Article Five

     The stockholders of the Corporation shall not have cumulative voting rights for the election of directors or for any other purpose.

Article Six

     The Board of Directors of the Corporation may make, alter or repeal the Bylaws of the Corporation from time to time.

Article Seven

     The property, business and affairs of the Corporation will be managed and controlled by the Board of Directors.

     The number of directors (exclusive of any directors elected by class vote of any series of Preferred Stock pursuant to the terms thereof) will be fixed from time to time by a vote of a majority of the entire Board of Directors. The phrase “entire Board of Directors”, when used in this Certificate of Incorporation refers to the total number of directors, determined as if there were no vacancies.

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     The directors shall be divided into three classes, each consisting of one-third of such directors as nearly as may be. At each annual meeting of stockholders, successors to the class of directors whose term expires that year shall be elected for a three-year term. If the number of such directors is changed, any increase or decrease in such directors shall be apportioned among the classes so as to maintain the classes as nearly equal in number as possible, and any additional director to any class shall hold office for a term which shall coincide with the terms of such class.

     Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, will be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen will hold office until the next election of the class for which such directors will have been chosen and until their successors are duly elected and qualified. No decrease in the number of directors will shorten the term of any incumbent director. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders will be as provided in the terms of such series. Subject to the foregoing, at each annual meeting of stockholders, the successors to the class of directors whose term then expires will be elected to hold office for a term expiring at the third succeeding annual meeting.

     Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Nominations by stockholders must be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice may be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.

     Each notice required by the foregoing paragraph will set forth (i) the name, age, business address and, if known, residence address of each such nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of stock of the Corporation as to which voting power is held or shared by each such nominee, the stockholder(s) giving such notice, and any person, firm, or entity acting in concert with any of them for the purpose of electing such nominee.

     The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and, if he should so determine, he will so declare to the meeting and the defective nomination will be disregarded.

     Except as expressly required by any provision of the General Corporation Law of the State of Delaware, by a provision of any series of Preferred Stock fixed by the Board of

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Directors or by a provision of the Certificate of Incorporation of the Corporation adopted by a vote of the holders of stock sufficient to amend this paragraph, no act or determination of the Board of Directors will require an approval or other authorization whatsoever by the stockholders or any class of them.

     A majority of the entire Board of Directors or of any committee thereof constitutes a quorum for the transaction of business by the Board of Directors or such committee, as the case may be. The vote of a majority of the directors or members of any committee thereof present at a meeting at which a quorum is present is the act of the Board of Directors or such committee unless a greater vote is expressly required by any provisions of the General Corporation Law of the State of Delaware, by a provision of any series of Preferred Stock fixed by the Board of Directors, or by a provision of the Certificate of Incorporation of the Corporation adopted by a vote of the holders of stock sufficient to amend this paragraph. The Board of Directors and any committee thereof may hold meetings, and have an office or offices within or without the State of Delaware, as the Board or such committee may determine from time to time.

     Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board or committee.

     Any director may be removed either for or without cause, at any special meeting of stockholders by the affirmative vote of not less than two-thirds (2/3) of all of the votes which the holders of the issued and outstanding Common Stock of the Corporation are entitled to vote at an election of directors, unless at the time any such removal is submitted to a vote of the stockholders of the Corporation entitled to vote there is no Person (as defined in Article Eight) beneficially owning or controlling five percent (5%) or more of the Common Stock of the Corporation in which event such removal may be approved by the vote of not less than a majority of all the votes which the holders of the issued and outstanding Common Stock of the Corporation are entitled to vote at an election of directors.

Article Eight

     In the event that the holders of the Common Stock of the Corporation are entitled to vote on (i) a merger or consolidation with any Person (as hereinafter defined) or on a proposal that the Corporation sell, lease or exchange substantially all of its assets and property to or with any Person or that any Person sell, lease or exchange substantially all of its assets and property to or with the Corporation, and such Person beneficially owns or controls, directly or indirectly, Common Stock representing five percent (5%) or more of the voting power of the Corporation at the record date for determining stockholders entitled to vote or (ii) any reclassification of securities, recapitalization or other transaction (except redemptions permitted by the terms of the security redeemed or repurchases of the securities for cancellation or the Corporation’s treasury) designed to decrease the number of holders of the Corporation’s Common Stock remaining after any Person has acquired beneficial ownership of five percent (5%) or more of the Common

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Stock of the Corporation, the favorable vote of not less than two-thirds (2/3) of all of the votes which the holders of the issued and outstanding Common Stock of the Corporation are entitled to cast thereon shall be required for the approval of any such action; provided that the foregoing shall not apply to any such merger, consolidation or such sale, lease or exchange of assets and property or such reclassification or recapitalization which was approved by the Board of Directors of the Corporation prior to the acquisition of beneficial ownership or control of Common Stock representing at least five percent (5%) of the voting power of the Corporation by any such Person.

     For the purpose hereof, a “Person” shall mean any corporation, partnership, association, trust (other than any trust holding stock of the employees of the Corporation pursuant to any stock purchase, ownership or employee benefit plan of the Corporation), business entity, estate or individual or any Affiliate (as hereinafter defined) of any of the foregoing, and the term “Person” shall include a “group” of persons (a “Group”), as that term is defined for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder, and any member of such a Group. An “Affiliate” shall mean any corporation, partnership, association, trust, business entity, estate or individual who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a Person. “Control” shall mean the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. “Beneficial ownership” shall be defined for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder.

     A majority of the Board of Directors of the Corporation shall have the authority to determine for the purposes of this Article Eight on the basis of information known to them (i) whether a Person beneficially owns more than any specified percentage of the Common Stock, (ii) whether a Person is an Affiliate of another and (iii) the existence and composition of a Group.

     This Article Eight may not be amended, nor may it be repealed in whole or in part, until authorized by a favorable vote of not less than two-thirds (2/3) of all the votes entitled to be cast thereon by the holders of the issued and outstanding Common Stock of the Corporation entitled to vote unless at the time any such proposed amendment or repeal is submitted to a vote of the stockholders of the Corporation entitled to vote there is no Person beneficially owning or controlling five percent (5%) or more of the Common Stock of the Corporation, in which event this Article Eight may be so amended or repealed by the favorable vote of not less than such number of votes as shall otherwise be required by law at such time to effect such amendment or repeal.

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Article Nine

     (a) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators: provided, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article Nine or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     (b) If a claim under paragraph (a) of this Article Nine is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make

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it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     (c) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     (d) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

Article Ten

     To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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     In Witness Whereof, the Corporation has caused this Restated Certificate of Incorporation to be signed and attested by its duly authorized officers, this 24th day of July, 1992.

MICHAELS STORES, INC.
By:	/s/ Jack E. Bush
	Jack E. Bush, President

Attest:

/s/ Mark V. Beasley

Mark V. Beasley
Secretary

State of Texas	§
	§
County of Dallas	§

     Be it remembered that on this 24th day of July, 1992, personally came before me, Leilani Jackson, notary public in and for the State of Texas, Jack E. Bush and Mark V. Beasley, parties to the foregoing certificate, known to me personally to be such, and duly acknowledged such certificate to be their act and deed, and that the facts therein stated are true.

     Given under my hand and seal of office the day and year aforesaid.

	/s/ Leilani Jackson
My commission expires:
9-14-94	Leilani Jackson
	Printed Name of Notary

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EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

     Michaels Stores, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: The Board of Directors of Michaels Stores, Inc., duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the corporation, declaring the amendment to be advisable and directing the amendment to be considered at the 1998 Annual Meeting of the Stockholders. The resolution setting forth the proposed amendment is as follows:

      RESOLVED, that the Board hereby adopts, approves and declares advisable a proposal to amend the Certificate to increase the authorized Common Stock of the Company from 50 million shares to 150 million shares which amendment (the “Amendment”) would be in substantially the form as follows:

“Paragraph One of Article Four of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

The aggregate number of shares of all the classes of stock which the Corporation shall have authority to issue is 152,000,000, consisting of 150,000,000 shares of Common Stock (the “Common Stock”) having a par value of $.10 per share, and 2,000,000 shares of Preferred Stock (the “Preferred Stock”) having a par value of $.10 per share.”

     SECOND: At the 1998 Annual Meeting of the Stockholders of the corporation, duly called and held on September 22, 1998 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment.

     THIRD: The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, Michaels Stores, Inc. has caused this certificate to be signed by Mark V. Beasley, its Secretary, on November 13, 1998.

By:	/s/ Mark V. Beasley
	Mark V. Beasley, Secretary

EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

MICHAELS STORES, INC.

     Michaels Stores, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

FIRST:

The name of the Corporation is Michaels Stores, Inc.

SECOND:

At a meeting of the Board of Directors of the Corporation held on July 23, 2001, resolutions were duly adopted by the Board of Directors of the Corporation effective July 26, 2001 setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate”), declaring the amendment to be advisable and directing that the amendment be considered at the 2001 Annual Meeting of Stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

      “RESOLVED, that Paragraphs Three and Four of Article Seven of the Certificate be amended and restated in their entirety to read as follows:

         Each director shall hold office for a term expiring at the next annual meeting of the stockholders of the Corporation and until his successor is duly elected and qualified or until the earlier of his resignation, death or removal.

         Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, will be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any director so chosen will hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified or until the earlier of his resignation, death or removal. No decrease in the number of directors will shorten the term of any incumbent director. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders will be as provided in the terms of such series.”

THIRD:	At the 2001 Annual Meeting of Stockholders of the Corporation, duly called and held on October 5, 2001, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment.
FOURTH:	The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Mark V. Beasley, its Secretary, on this 5th day of October, 2001.

MICHAELS STORES, INC.
By:	Mark V. Beasley /s/
	Mark V. Beasley
	Secretary

EX-3.4

Exhibit 3.4

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF MICHAELS STORES, INC.

     Michaels Stores, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies:

First:

The name of the Company is Michaels Stores, Inc.

Second:

Effective as of April 26, 2004, the Board of Directors of the Company (the “Board”) adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Company, as amended, declaring the amendment to be advisable and directing that the amendment be considered at the 2004 Annual Meeting of the Stockholders of the Company. The resolution setting forth the proposed amendment is as follows:

Resolved, that Paragraph One of Article Four of the Certificate is hereby amended and restated in its entirety to read as follows:

The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is 352,000,000, consisting of 350,000,000 shares of common stock (the “Common Stock”) having a par value of $.10 per share, and 2,000,000 shares of preferred stock (the “Preferred Stock”), having a par value of $.10 per share.

Third:	At the 2004 Annual Meeting of the Stockholders of the Company, duly called and held on June 17, 2004, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment.
Fourth:	The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this certificate to be signed by Mark V. Beasley, its Secretary, on this 17th day of June, 2004.

By:	/s/ Mark V. Beasley
	Mark V. Beasley, Secretary

EX-3.5

Exhibit 3.5

AMENDED AND RESTATED
BYLAWS
OF
MICHAELS STORES, INC.

ARTICLE I

OFFICES

     SECTION 1. REGISTERED OFFICE. The initial registered office of the corporation shall be at such place as is designated in the Certificate of Incorporation (herein, as amended from time to time, so called) and thereafter the registered office may be at such other place as the Board of Directors may from time to time designate by resolution.

     SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

     SECTION 1. MEETINGS. All meetings of the stockholders for the election of directors shall be held at the principal office of the corporation or at such other place, within or without the State of Delaware, as may be fixed from time to time by the Board of Directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. The Chairman, Vice Chairman, Chief Executive Officer or President, or such other officer of the corporation designated by the Board of Directors, will call meetings of the stockholders to order and will act as presiding officer thereof. Except as otherwise provided by the General Corporation Law of the State of Delaware (herein called the “Act”) or the Certificate of Incorporation or unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the meeting of the stockholders will also determine the order of business and have the authority in his sole discretion to regulate the conduct of the meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation or their duly appointed proxies) who may attend any such meeting of the stockholders, by ascertaining whether any stockholder or the stockholder’s proxy may be excluded from any meeting of the stockholders based upon any determination, by the presiding officer, in his sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings at the meeting of the stockholders and by determining the circumstances in which any person may make a statement or ask questions at any meeting of the stockholders.

     SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders shall be held on such date in each fiscal year of the corporation as the Board of Directors will select, if not a legal holiday, and if a legal holiday, then on the next business day following, at which meeting the stockholders shall elect members of the Board of Directors, and transact such other business as may properly be brought before the meeting.

     SECTION 3. PROPOSED BUSINESS AT ANNUAL MEETINGS.

          (a) At an annual meeting of the stockholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) properly brought before the annual meeting by or at the direction of the Board of Directors or (iii) properly brought before the annual meeting by any stockholder of the corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (B) who complies with the notice procedures set forth in subsection (b) of this Section 3 (a “Stockholder Notice of Proposed Business”). In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the corporation. To be timely, a Stockholder Notice of Proposed Business must be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 nor more than 90 days prior to the date on which the corporation first mailed its proxy materials for the prior year’s annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after the anniversary of the prior year’s annual meeting, a Stockholder Notice of Proposed Business will be timely if it is so received not later than the close of business on the 10th day following the first day on which notice of the date of the upcoming annual meeting is publicly disclosed. In no event will the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a Stockholder Notice of Proposed Business. For purposes of the foregoing, the date on which the corporation first mailed its proxy materials to stockholders will be the date so described in such proxy materials. Notwithstanding the foregoing, for a stockholder’s notice regarding a nomination of directors to be timely, the requirements set forth in the corporation’s Certificate of Incorporation must be satisfied.

          (b) To be in proper written form, a Stockholder Notice of Proposed Business must set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned or held of record by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of the stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

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          (c) Notwithstanding the foregoing provisions of this Section 3, a stockholder must comply with all applicable requirements of the Securities Exchange Act of 1934 and of any securities exchange or association on which the corporation’s capital stock is listed or quoted with respect to the matters set forth in this Section 3.

          (d) No business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 3. If the presiding officer of an annual meeting determines, in his sole discretion, that business was not properly brought before the meeting in accordance with the provisions of this Section 3, such presiding officer shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be considered at the meeting.

     SECTION 4. LIST OF STOCKHOLDERS. At least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, with the address of and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Nothing contained in this Section 4 shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting; or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than 10 nor more than 60 days prior to such meeting. In the absence of any action by the Board of Directors, the close of business on the day next preceding the day on which notice is given shall be the record date.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the Act, or by the Certificate of Incorporation, or by these Bylaws (herein, as amended from time to time, so called), may be called by the Board of Directors. At a special meeting of stockholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with these Bylaws or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Board of Directors. The determination of whether any business sought to be brought before any special meeting of the stockholders is properly brought before such meeting in accordance with this Section 5 will

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be made by the presiding officer of such meeting. If the presiding officer determines, in his sole discretion, that any business is not properly brought before such meeting, he will so declare to the meeting and such business will not be conducted or considered.

     SECTION 6. NOTICE. Notice stating the place, if any, day and hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally, by a form of electronic transmission consented to by the stockholder, or by mail, by or at the direction of the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. Such notice shall include the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and entitled to vote at such meeting.

     SECTION 7. QUORUM. At all meetings of the stockholders, the presence in person or by proxy of the holders of a majority of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by the Act, by the Certificate of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     SECTION 8. VOTING. When a quorum is present at any meeting, the vote of the holders of a majority of the shares which have voting power present in person or represented by proxy at such meeting and which have actually voted shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of the Act or of the Certificate of Incorporation or of these Bylaws (including, but not limited to, Article III of these Bylaws), a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present in person or represented by proxy at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. For purposes of determining under this Section 8 the decision of any question brought before the meeting, shares which abstain, by proxy or in person, in the vote on such decision, shares represented by proxy which withholds authority to vote for, against or with respect to such decision, and shares held of record by a broker or other nominee with respect to which such broker or nominee does not have authority to vote such shares on such question shall not be considered to have been actually voted.

     SECTION 9. PROXY. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Certificate of Incorporation. At any meeting of the stockholders, every stockholder having

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the right to vote shall be entitled to vote in person or by proxy. Every proxy must be in a form permitted under the Act, including in writing or pursuant to the transmission of a telegram, cablegram, or other means of electronic transmission (including transmissions by telephone or the Internet) to the person who will be the holder of the proxy or to the proxy solicitation firm, proxy support service organization or like agent duly authorized by the proxyholder. A stockholder may revoke any proxy that is not irrevocable prior to the vote at a stockholder meeting by (a) submitting a written revocation to the Secretary of the corporation, (b) submitting a new proxy in accordance with the procedures established for the meeting after the date of the proxy being revoked, or (c) voting in person at the stockholder meeting.

ARTICLE III

BOARD OF DIRECTORS

     SECTION 1. BOARD OF DIRECTORS. The business and affairs of the corporation shall be managed by its Board of Directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not by the Act or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

     SECTION 2. NUMBER OF DIRECTORS; ELECTION. The exact number of directors shall be fixed by resolution of the Board of Directors from time to time, none of whom need be stockholders or residents of the State of Delaware. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as may be provided from time to time in the Certificate of Incorporation (or, in the case of vacancies, below), and each director elected shall hold office for a term expiring at the next annual meeting of the stockholders and until his successor is duly elected and qualified or until the earlier of his resignation, death or removal.

     SECTION 3. VACANCIES AND NEW DIRECTORSHIPS. Any director may be removed either for or without cause, as provided in the Certificate of Incorporation. Newly created directorships resulting from any increase in the number of directors and any vacancies occurring in the Board of Directors for any reason will be filled by the vote of a majority of the directors then in office, although less than a quorum, or, if there is no remaining director, by the stockholders. Each successor director so chosen shall hold office for a term expiring at the next annual meeting of the stockholders and until his successor is duly elected and qualified or until the earlier of his resignation, death or removal.

ARTICLE IV

MEETINGS OF THE BOARD

     SECTION 1. MEETINGS. The directors of the corporation may hold their meetings, both regular and special, at such times and places as are fixed from time to time by resolution of the Board of Directors.

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     SECTION 2. ANNUAL MEETING. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

     SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board of Directors.

     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Vice Chairman of the Board or by a majority of the directors in office. The purpose of any special meeting shall be specified in the notice or any waiver of notice. Each notice of a meeting of the Board of Directors may be delivered personally or by telephone to a director not later than the day before the day on which the meeting is to be held; sent to a director at his residence or usual place of business, or at any other place of which he will have notified the corporation by telegram, telex, cable, facsimile, electronic transmission or similar means at least 24 hours before the time at which the meeting is to be held; or posted to him at such place by prepaid first class or air mail, as appropriate, at least 3 days before the day on which the meeting is to be held. Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to or at its commencement, the lack of notice to him.

     SECTION 5. QUORUM. At all meetings of the Board of Directors the presence of a majority of the number of directors then constituting the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act or by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of one or more directors of the corporation, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Such committee or committees shall have such name or names as may be designated by the Board of Directors and shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

     SECTION 7. ACTION BY CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or the applicable committee, as the case may be and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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     SECTION 8. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but may receive such compensation and reimbursements as may be determined from time to time by resolution of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V

NOTICE OF MEETINGS

     SECTION 1. FORM OF NOTICE. Whenever under the provisions of the Act or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books of the corporation or (b) by electronic transmission to any director or stockholder who consents to receipt by such means. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same be thus deposited in the United States mails as aforesaid.

     SECTION 2. WAIVER. Whenever any written notice is required to be given to any stockholder or director of the corporation, under the provisions of the Act or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

     SECTION 3. TELEPHONE MEETINGS. Members of the Board of Directors or members of any committee designated by the Board of Directors may participate in and hold meetings of the Board of Directors or applicable committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.

ARTICLE VI

OFFICERS

     SECTION 1. IN GENERAL. The officers of the corporation shall be elected by the Board of Directors and shall be a Chief Executive Officer, a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also elect a Chairman of the Board, Vice Chairman of the Board, additional Vice Presidents, Assistant Vice Presidents, a Controller, and one or more Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board of Directors may determine.

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     SECTION 2. ELECTION. The Board of Directors, at its first meeting after each annual meeting of stockholders, or at any other time, may elect a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board of Directors.

     SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may also elect and appoint such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or the Chief Executive Officer.

     SECTION 4. COMPENSATION. The compensation of all officers and agents of the corporation shall be fixed by the Board of Directors or one or more members of the corporation’s management, if so authorized by the Board of Directors.

     SECTION 5. TERM OF OFFICE AND REMOVAL. Each officer of the corporation shall hold office until his death, or his resignation or removal from office, or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment the best interest of the corporation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

     SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors at which he may be present and shall perform such other duties as may be assigned to him by the Board of Directors.

     SECTION 7. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if any, shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. In the absence or disability of the Chairman of the Board, the Vice Chairman of the Board shall perform the duties and exercise the powers of the Chairman of the Board.

     SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the corporation shall have, subject only to the Board of Directors, general and active management and supervision of the business and affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have all powers and duties of supervision and management usually vested in the general manager of a corporation, including, without limitation, the supervision and direction of all other officers of the corporation (other than the Chairman of the Board and the Vice Chairman of the Board) and the power to appoint and discharge agents and employees.

     SECTION 9. PRESIDENT. The President shall have, subject only to the Board of Directors and, if the President is not also the Chief Executive Officer, the Chief Executive Officer, general charge of the business, affairs and property of the corporation, and control over its officers (other than the Chairman of the Board, the Vice Chairman of the Board and, if the President is not also the Chief Executive Officer, the Chief Executive Officer), agents and employees. The President shall perform such other duties and shall have such authority

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and responsibilities as shall be determined from time to time by the Board of Directors or, if the President is not also the Chief Executive Officer, the Chief Executive Officer of the corporation.

     SECTION 10. VICE PRESIDENTS. Each Vice President shall perform such duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation. In the absence or disability of the President, a Vice President designated by the Board of Directors may perform the duties and exercise the powers of the President.

     SECTION 11. SECRETARY. The Secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary shall perform such other duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation. He shall also keep in safe custody the seal of the corporation.

     SECTION 12. ASSISTANT SECRETARIES. Each Assistant Secretary shall perform such duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation. Unless otherwise provided by the Board of Directors or the Chief Executive Officer, in the absence or disability of the Secretary, any Assistant Secretary may perform the duties and exercise the powers of the Secretary.

     SECTION 13. TREASURER. The Treasurer shall have the custody of all corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Chief Executive Officer and directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation.

     SECTION 14. ASSISTANT TREASURERS. Each Assistant Treasurer shall perform such duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation. Unless otherwise provided by the Board of Directors or the Chief Executive Officer, in the absence or disability of the Treasurer, any Assistant Treasurer may perform the duties and exercise the powers of the Treasurer.

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     SECTION 15. CONTROLLER. The Controller shall perform such duties and shall have such authority and responsibilities as shall be determined from time to time by the Board of Directors or the Chief Executive Officer of the corporation.

     SECTION 16. BONDING. If required by the Board of Directors, all or certain of the officers shall give the corporation a bond, in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of their office and for the restoration to the corporation, in case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the corporation.

ARTICLE VII

CERTIFICATES OF SHARES

     SECTION 1. FORM OF CERTIFICATES. Certificates, in such form as may be determined by the Board of Directors, representing shares to which stockholders are entitled shall be delivered to each stockholder. Such certificates shall be consecutively numbered and shall be entered in the stock book of the corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value. They shall be signed by the Chairman of the Board or the Vice Chairman of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and may be sealed with the seal of the corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, either of which is other than the corporation or an employee of the corporation, the signatures of the corporation’s officer may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on such certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation or its agents, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

     SECTION 2. LOST CERTIFICATES. The Secretary of the corporation may direct that a new certificate be issued in place of any certificate previously issued by the corporation alleged to have been lost, stolen or destroyed and the Secretary of the corporation may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond, in such form, in such sum, and with such surety or sureties as the Secretary may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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     SECTION 3. TRANSFER OF SHARES. Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney in fact, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

     SECTION 4. REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VIII

GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the outstanding shares of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the corporation, subject to the provisions of the Act and the Certificate of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record date to be not more than 60 days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than 60 days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date.

     SECTION 2. RESERVES. There may be created by resolution of the Board of Directors out of the net profits of the corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for such other purpose as the directors shall think beneficial to the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

     SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

     SECTION 4. SEAL. The corporation shall have a seal, and said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the corporation shall have authority to affix the seal to any document requiring it.

     SECTION 5. ANNUAL STATEMENT. The Board of Directors shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation.

     SECTION 6. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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     SECTION 7. TIME PERIODS. In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded and the day of the event will be included.

ARTICLE IX

INDEMNITY

     SECTION 1. INDEMNIFICATION. The corporation shall indemnify its directors and officers to the fullest extent permitted by the Act and the Certificate of Incorporation and may, if and to the extent authorized by the Board of Directors, so indemnify any other person whom it has the power to indemnify against any liability, expense or other matter whatsoever.

     SECTION 2. INDEMNIFICATION ADDITIONAL TO OTHER RIGHTS. The rights of indemnification provided for in this Article IX shall be in addition to any rights to which any such director, officer or employee may be entitled under any agreement, vote of stockholders, the Certificate of Incorporation, or as a matter of law or otherwise.

ARTICLE X

AMENDMENTS

     SECTION 1. BY STOCKHOLDERS. These Bylaws may be amended or repealed by the vote of stockholders entitled to at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of the purpose.

     SECTION 2. BY THE BOARD OF DIRECTORS. These Bylaws may also be amended or repealed by the Board of Directors by the vote of a majority of directors, except as such power may be limited by any one or more bylaws adopted by the stockholders.

Adopted: June 17, 2004

/s/ Mark V. Beasley

Mark V. Beasley, Secretary

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