<DOCUMENT>
<TYPE>EX-3.2(B)
<SEQUENCE>4
<FILENAME>irm35j.txt
<DESCRIPTION>AMENDMENTS TO BYLAWS
<TEXT>
                             AMENDMENTS TO BYLAWS OF
                              JOHNSON OUTDOORS INC.
                         Amended as of December 16, 2002



The following sections were amended to read in their entirety as set forth
below:

3.03      Tenure and Qualifications. Each director shall hold office until the
          next annual meeting of the shareholders and until his successor shall
          have been elected and, if necessary, qualified, or until his prior
          death, resignation or removal. A director may be removed by the
          shareholders only at a meeting of the shareholders called for the
          purpose of removing the director, and the meeting notice shall state
          that the purpose, or one of the purposes, of the meeting is the
          removal of the director. A director may be removed from office with or
          without cause only by the voting group entitled to vote in the
          election of such director. A director shall be removed if the number
          of votes cast to remove the director exceeds the number of votes cast
          not to remove such director. Except for a direct lineal descendant of
          H.F. Johnson Jr., no person shall be eligible for election as a
          director after such person has attained the age of 70. Any director
          who is an officer, who ceases as an officer shall cease as a director,
          unless the board shall determine otherwise. A director may resign at
          any time by delivering written notice which complies with the
          Wisconsin Business Corporation Law to the Board of Directors, to the
          Chairman of the Board, if any, or to the corporation. A director's
          resignation is effective when the notice is delivered unless the
          notice specifies a later effective date. Directors need not be
          residents of the State of Wisconsin or shareholders of the
          corporation.

4.01(b)   Membership. The Board of Directors by resolution adopted by the
          affirmative vote of a majority of all directors then in office shall
          have the power to: (i) establish the number of membership positions on
          each Board Committee from time to time and change the number of
          membership positions on such Committee from time to time; provided
          each Board Committee shall consist of at least two members; (ii)
          appoint any director to membership on any Board Committee who shall be
          willing to serve on such Committee, with the exception of the Audit,
          Compensation, and Nomination Committees, which will only be comprised
          of independent directors; (iii) remove any person from membership on
          any Board Committee with or without cause; and (iv) appoint any
          director to membership on any Board Committee as an alternate member.
          A person's membership on any Board Committee shall automatically
          terminate when such person ceases to be a director of the corporation.

4.01(h)   Definition of Independent Director. A director will be considered
          independent if he or she has not been employed by the Company as an
          executive officer within the past three years; is not a paid advisor
          or consultant to the Company

<PAGE>

          and derives no financial benefit from any entity as a result of advice
          or consulting services provided to the Company by such entity; is not
          an executive officer, director, or significant customer or supplier of
          the Company; has no personal services contract with the Company; is
          not an executive officer or director of a tax exempt entity receiving
          more than 5% of its annual contributions from the Company; is not a
          spouse, parent, child, or sibling of an executive officer of the
          Company; and is not an employee nor is deriving significant income
          from any other entity deemed to be a "Johnson Family Enterprise."

4.02      Executive Committee. The corporation shall have an Executive
          Committee. The Executive Committee shall be a Board Committee and
          shall be subject to the provisions of Section 4.01 (with the exception
          of 4.01(h)) of these bylaws. The Executive Committee shall assist the
          Board of Directors in developing and evaluating general corporate
          policies and objectives. The Executive Committee shall perform such
          specific assignments as shall be expressly delegated to it from time
          to time by the Board of Directors and shall (subject to the
          limitations specified in Section 4.01(d) of these bylaws or imposed by
          the Wisconsin Business Corporation Law) have the power to exercise,
          when the Board of Directors is not in session, the powers of the Board
          of Directors except to the extent expressly limited or precluded from
          exercising such powers in resolutions from time to time adopted by the
          Board of Directors. Meetings of the Executive Committee may be called
          at any time by any two members of the Committee. The time and place
          for each meeting shall be established by the members calling the
          meeting. The Board of Directors shall elect a director as the Chairman
          of the Executive Committee. The Chairman of the Executive Committee,
          when present, shall preside at all meetings of the Executive
          Committee.

4.03      Audit Committee. The corporation shall have an Audit Committee
          comprised solely of independent directors. The Audit Committee shall
          be a Board Committee and shall be subject to the provisions of Section
          4.01 of these bylaws. The Audit Committee shall: (a) annually select
          and appoint a firm of independent public accountants to act as
          auditors of the corporation; (b) review with the auditors in advance
          the scope of their annual audit; (c) review with the auditors and the
          management, from time to time, the corporation's accounting
          principles, policies and practices and its reporting policies and
          practices; (d) review with the auditors annually the results of their
          audit; (e) review from time to time with the auditors and the
          corporation's financial personnel the adequacy of the corporation's
          accounting, financial and operating controls; (f) review and approve
          transactions between the corporation or any subsidiary of the
          corporation and any shareholder who holds at least fifty percent of
          the total number of shares outstanding of the corporation's Class A
          Common Stock or Class B Common Stock (a "Controlling Shareholder") or
          any subsidiary of a Controlling Shareholder in

                                                                     Page 2 of 4
<PAGE>

          accordance with policies adopted by the Board of Directors; and (g)
          perform such other duties as shall from time to time be delegated to
          the Committee by the Board of Directors. The membership of the Audit
          Committee shall be determined by the Board of Directors as provided in
          Section 4.01 of these bylaws.

4.04      Compensation Committee. The corporation shall have a Compensation
          Committee comprised solely of independent directors. The Compensation
          Committee shall be a Board Committee and shall be subject to the
          provisions of Section 4.01 of these bylaws. The Compensation Committee
          shall have the authority to establish the compensation and benefits
          for directors, officers and, at the option of the Compensation
          Committee, other managerial personnel of the corporation and its
          subsidiaries, including, without limitation, fixing the cash
          compensation of such persons, establishing and administering
          compensation and benefit plans for such persons and determining awards
          thereunder, and entering into (or amending existing) employment and
          compensation agreements with any such persons. The Compensation
          Committee may also recommend persons to be elected as officers of the
          corporation or any of its subsidiaries to the Board of Directors. The
          Compensation Committee shall perform such other duties as shall from
          time to time be delegated to the Compensation Committee by the Board
          of Directors. The authority of the Compensation Committee shall be
          subject to such limitations and restrictions as may be imposed by the
          Board of Directors, which may delegate the authority to establish or
          administer specific employee compensation or benefit plans to one or
          more other Board Committees or one or more persons designated by the
          Board of Directors. The Compensation Committee shall consist solely of
          members of the Board of Directors who are not officers of the
          corporation. The membership of the Compensation Committee shall be
          determined by the Board of Directors as provided in Section 4.01 of
          these bylaws.

4.05      Nomination Committee. The Board of Directors shall appoint a
          Nomination Committee comprised solely of independent directors. The
          Nomination Committee shall be subject to the provisions of Section
          4.01 of these bylaws. The primary functions of the Committee shall be
          to (a) propose to the Board a slate of nominees for election by the
          shareholders at the annual meeting of shareholders and prospective
          director candidates in the event of the resignation, death or
          retirement of directors or a change in Board composition requirements;
          (b) review candidates recommended by shareholders for election to the
          Board; (c) propose to the Board, nominees to serve on each of the
          Board's committees and prospective committee candidates in the event
          of the resignation, death, or retirement of committee members or a
          change in committee composition requirements; and (d) develop plans
          regarding the size and composition of both the Board and its
          committees. The membership of the

                                                                     Page 3 of 4
<PAGE>

          Nomination Committee shall be determined by the Board of Directors as
          provided in Section 4.01 of these bylaws.


                                                                     Page 4 of 4

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