BY - LAWS
JEAN PHILIPPE FRAGRANCES, INC.
ARTICLE I - OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation within the State of Delaware
shall be located at the principal place of business in said state of the Corporation or individual acting as the
Corporation's registered agent in Delaware.
SECTION 2. OTHER OFFICES. --The corporation may have other offices, either within or without the State of
Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - MEETING OF STOCKHOLDERS
SECTION I. ANNUAL MEETINGS. --Annual meetings of stockholders for the election of directors and for
such other business as may be stated in the notice of the meeting, shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine
and as set forth in the notice of the meeting.
SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any purpose other than the election of
directors 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.
SECTION 3. VOTING. -- Each stockholder entitled to vote in accordance with the terms and provisions of the
Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each
share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its
date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors
and upon any question before the meeting shall be by
ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided-by the Certificate of Incorporation or the laws of the State of
SECTION 4. STOCKHOLDER LIST. -- The officer who has charge of