AMENDED AND RESTATED BY-LAWS
POLYMER GROUP, INC.
A DELAWARE CORPORATION
Section 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be
located at 32 Loockerman Square, Suite L-100, Dover, Delaware, County of Kent. The name of the
Corporation's registered agent at such address is The Prentice-Hall Corporation System, Inc. The registered
office and/or registered agent of the Corporation may be changed from time to time by action of the board of
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.
MEETINGS OF STOCKHOLDERS
Section 1. PLACE AND TIME OF MEETINGS. An annual meeting of the stockholders shall be held each year
for the purpose of electing directors and conducting such other proper business as may come before the meeting.
Unless otherwise directed by the board of directors, annual meetings of stockholders shall be held on the fourth
Friday in May beginning in 2003, if not a legal holiday and, if a legal holiday, then on the first preceding regular
business day. At the annual meeting, stockholders shall elect directors and transact such other business as
properly may be brought before the meeting pursuant to Article II, Section 11 hereof.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders may be called for any purpose and may be
held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in
a duly executed waiver of notice thereof. Such meetings may be called at any time by the chairman of the board,
the president, the board of directors, any two directors or stockholders of the Corporation holding at least 25%
of the outstanding shares of the Corporation's common stock, in each case, by written notice to the secretary of