AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              SKECHERS U.S.A., INC.
 
 
SKECHERS U.S.A, INC., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
 
1. The name of the corporation is SKECHERS U.S.A., INC. The corporation was
originally incorporated under the same name and the original Certificate of
Incorporation of the corporation was filed with the Secretary of State of the
State of Delaware on May 28, 1998, as amended July 18, 1998.
 
2. 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 this
corporation.
 
3. The text of the Restated Certificate of Incorporation as heretofore amended
or supplemented is hereby restated and further amended to read in its entirety
as follows:
 
                                    ARTICLE I
 
        The name of this corporation is SKECHERS U.S.A., INC. (hereinafter
called the "Corporation").
 
                                   ARTICLE II
 
        The address of the registered office of the Corporation in the State of
Delaware is at 1013 Centre Road, Wilmington, Delaware, 19805, County of New
Castle, and the name of its registered agent at that address is Corporation
Services Company.
 
                                   ARTICLE III
 
        The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
 
 
                                        1
 
 
<PAGE>   3
                                   ARTICLE IV
 
        Section 1. Number of Authorized Shares. The total number of shares of
stock which the Corporation shall have the authority to issue shall be One
Hundred Seventy Million (170,000,000) shares. The Corporation shall be
authorized to issue two classes of shares of stock, designated, "Common Stock"
and "Preferred Stock." The Corporation shall be authorized to issue One Hundred
Sixty Million (160,000,000) shares of Common Stock, consisting of 100 Million
(100,000,000) shares of Class A Common Stock, $.001 par value per share (the
"Class A Common Stock"), and Sixty Million (60,000,000) shares of Class B Common
Stock, $.001 par value per share (the "Class B Common Stock"), and Ten Million
(10,000,000) shares of Preferred Stock, $.001 par value per share.
 
        Section 2. Preferred Stock. The Board of Directors of the Corporation
may by resolution authorize the issuance of shares of Preferred Stock from time
to time in one or more series. The Corporation may reissue shares of Preferred
Stock that are redeemed, purchased, or otherwise acquired by the Corporation
unless otherwise provided by law. The Board of Directors is hereby authorized to
fix or alter the designations, powers and preferences, and relative,
participating, optional or other rights, if any, and qualifications, limitations
or restrictions thereof, including, without limitation, dividend rights (and
whether dividends are cumulative), conversion rights, if any, voting rights
(including the number of votes, if any, per share, as well as the number of
members, if any, of the Board of Directors or the percentage of members, if any,
of the Board of Directors each class or series of Preferred Stock may be
entitled to elect), rights and terms of redemption (including sinking fund
provisions, if any), redemption price and liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, and to increase or decrease the number
of shares of any such series subsequent to the issuance of shares of such
series, but not below the number of shares of such series then outstanding.
 
        Section 3. Common Stock.
 
               A. Voting Rights.
 
        Subject to applicable law and the rights of any outstanding series of
Preferred Stock to vote as a separate class or series, the shares of Class A
Common Stock and Class B Common Stock shall vote together as a single class and
shall have the following voting rights: (i) each share of Class A Common Stock
shall entitle the holder thereof to one (1) vote upon all matters upon which
stockholders shall have the right to vote; and (ii) each share of Class B Common
Stock shall entitle the holder thereof to ten (10) votes upon all matters upon
which stockholders shall have the right to vote, subject to Section 3.E.8. of
this Article IV. The authorized number of shares of Class A Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding or reserved for issuance upon conversion of the Class B Common Stock
or any other class or series of outstanding stock) by the affirmative vote of
the
 
 
                                        2
 
 
<PAGE>   4
holders of Common Stock entitled to cast a majority of the total votes entitled
to be cast by the holders of the Common Stock, voting as a single class, without
a separate class vote of the holders of the Class A Common Stock.
 
        The Corporation may, as a condition to counting the votes cast by any
holder of shares of Class B Common Stock, require proof as set forth in Section
3.E.8 of this Article IV that the shares of Class B Common Stock held by such
holder have not been converted into shares of Class A Common Stock.
 
               B. Dividends and Distributions.
 
        Subject to the preferential and other dividend rights of any outstanding
series of Preferred Stock, holders of Class A Common Stock and Class B Common
Stock shall be entitled to such dividends and other distributions in cash, stock
or property of the Corporation as may be declared thereon by the Board of
Directors from time to time out of assets or funds of the Corporation legally
available therefor. No dividend or other distribution may be declared or paid on
any share of Class A Common Stock unless a like dividend or other distribution
is simultaneously declared or paid, as the case may be, on each share of Class B
Common Stock, nor shall any dividend or other distribution be declared or paid
on any share of Class B Common Stock unless a like dividend or other
distribution is simultaneously declared or paid, as the case may be, on each
share of Class A Common Stock, in each case without preference or priority of
any kind; provided, however, that all dividends and distributions on the Class A
Common Stock and Class B Common Stock payable in shares of Common Stock of the
Corporation shall be made in shares of Class A Common Stock and Class B Common
Stock, respectively. In no event will shares of either class of Common Stock be
split, divided or combined unless the outstanding shares of the other class of
Common Stock shall be proportionately split, divided or combined.
 
        In the event of a transaction as a result of which the shares of Class A
Common Stock are converted into or exchanged for one or more other securities,
cash or other property (a "Class A Conversion Event"), then from and after such
Class A Conversion Event, a holder of Class B Common Stock shall be entitled to
receive, upon the conversion of such Class B Common Stock pursuant to Section
3.E. of this Article IV, the amount of such securities, cash and other property
that such holder would have received if the conversion of such Class B Common
Stock had occurred immediately prior to the record date (or if there is no
record date, the effective date) of the Class A Conversion Event and if the
securities, cash or other property that the Class A Common Stock may be
converted into or exchanged for in a Class A Conversion Event is dependant upon
the holder of the Class A Common Stock making an election, the holder of the
Class A Common Stock had failed to make an election. This paragraph shall be
applicable in the same manner to all successive conversions or exchanges of
securities issued pursuant to any Class A Conversion Event. No adjustments in
respect of dividends shall be made upon the conversion of any share of Class B
Common Stock; provided, however, that if a share shall be converted after the
record date for the payment of a dividend or other distribution on shares of
Class B Common
 
 
                                        3
 
 
<PAGE>   5
Stock but before such payment, then the record holder of such share at the close
of business on such record date shall be entitled to receive the dividend or
other distribution payable on such share of Class B Common Stock on the payment
date notwithstanding the conversion thereof.
 
               C. Options, Rights or Warrants.
 
        Subject to Section 3.B. of this Article IV, the Corporation shall not
and shall not be entitled to issue additional shares of Class B Common Stock, or
issue options, rights or warrants to subscribe for or purchase additional shares
of Class B Common Stock, except that the Corporation may make a pro rata offer
to all holders of Common Stock of rights to subscribe for additional shares of
the class of Common Stock held by them. The Corporation may make offerings of
options, rights or warrants to subscribe for or purchase shares of any class or
classes of capital stock (other than Class B Common Stock) to all holders of
Class A Common Stock or Class B Common Stock if an identical offering is made
simultaneously to all the holders of the other class of Common Stock. All
offerings of options, rights or warrants shall offer the respective holders of
Class A Common Stock and Class B Common Stock the right to subscribe or purchase
at the same consideration per share.
 
               D. Merger or Consolidation.
 
        In the event of a merger or consolidation of the Corporation with or
into another entity (whether or not the Corporation is the surviving entity),
the holders of each share of Class A Common Stock and Class B Common Stock shall
be entitled to receive the same per share consideration as the per share
consideration, if any, received by the holders of each share of the other class
of Common Stock; provided that, if such consideration shall consist in any part
of voting securities (or of options, rights or warrants to purchase, or of
securities convertible into or exchangeable for, voting securities), then the
Corporation may provide in the applicable merger or such other agreement for the
holders of shares of Class B Common Stock to receive, on a per share basis,
voting securities with ten (10) times the number of votes per share as those
voting securities to be received by the holders of shares of Class A Common
Stock (or options, rights or warrants to purchase, or securities convertible
into or exchangeable for, voting securities with ten (10) times the number of
votes per share as those voting securities issuable upon exercise of the
options, rights or warrants to be received by the holders of the shares of Class
A Common Stock, or into which the convertible or exchangeable securities to be
received by the holders of the shares of Class A Common Stock may be converted
or exchanged).
 
               E. Conversion of Class B Common Stock.
 
                      1. Voluntary Conversion.
 
        Each share of Class B Common Stock shall be convertible, at the option
of its record holder, into one validly issued, fully paid and non-assessable
share of Class A Common Stock
 
 
                                        4
 
 
<PAGE>   6
at any time.
 
                      2. Voluntary Conversion Procedure.
 
        At the time of a voluntary conversion, the record holder of shares of
Class B Common Stock shall deliver to the principal office of the Corporation or
any transfer agent for shares of the Class A Common Stock (i) the certificate or
certificates representing the shares of Class B Common Stock to be converted,
duly endorsed in blank or accompanied by proper instruments of transfer, and
(ii) written notice to the Corporation stating that the record holder elects to
convert such share or shares and stating the name or names and denominations in
which the certificate or certificates representing the shares of Class A Common
Stock issuable upon the conversion are to be issued and including instructions
for the delivery thereof. Conversion shall be deemed to have been effected at
the time when delivery is made to the principal office of the Corporation or the
office of any transfer agent for shares of Class A Common Stock of such written
notice and the certificate or certificates representing the shares of Class B
Common Stock to be converted, and as of such time, each Person (as hereinafter
defined) named in such written notice as the Person to whom a certificate
representing shares of Class A Common Stock is to be issued shall be deemed to
be the holder of record of the number of shares of Class A Common Stock to be
evidenced by that certificate. Upon such delivery, the Corporation or its
transfer agent shall promptly issue and deliver a certificate or certificates
representing the number of shares of Class A Common Stock to which such record
holder is entitled by reason of such conversion, and shall cause such shares of
Class A Common Stock to be registered in the name of the record holder.
 
                      3. Automatic Conversion.
 
        (a) Subject to Section 3.E.3.(b) of this Article IV, in the event of any
Transfer (as hereinafter defined) of any share of Class B Common Stock to any
Person other than a Permitted Transferee (as hereinafter defined), such share of
Class B Common Stock shall automatically, without any further action, convert
into one share of Class A Common Stock.
 
        (b) Notwithstanding anything to the contrary set forth in this Article
IV, Section 3, a holder of shares of Class B Common Stock may pledge such
holder's shares of Class B Common Stock to a financial institution pursuant to a
bona fide pledge of such shares of Class B Common Stock as collateral security
for any indebtedness or other obligation of any Person (the "Pledged Stock") due
to the pledgee or its nominee; provided, however, that (i) such shares shall not
be voted by or registered in the name of the pledgee and shall remain subject to
the provisions of this Article IV, Section 3.E. and (ii) upon any foreclosure,
realization or other similar action by the pledgee, such Pledged Stock shall
automatically convert into shares of Class A Common Stock on a share for share
basis unless all right, title and interest in such Pledged Stock shall be
Transferred concurrently by the pledgee or its nominee or the purchaser in such
foreclosure to a Permitted Transferee.
 
 
                                        5
 
 
<PAGE>   7
        (c) The foregoing automatic conversion events described in this Article
IV, Section 3.E.3 shall be referred to hereinafter as an "Event of Automatic
Conversion." The determination of whether an Event of Automatic Conversion shall
have occurred will be made by the Board of Directors or a duly authorized
committee thereof in accordance with Article IV, Section 3.E.8 below.
 
                      4. Automatic Conversion Procedure.
 
        Any conversion pursuant to an Event of Automatic Conversion shall be
deemed to have been effected at the time the Event of Automatic Conversion
occurred (the "Conversion Time"). At the Conversion Time, the certificate or
certificates that represented immediately prior thereto the shares of Class B
Common Stock which were so converted (the "Converted Class B Common Stock")
shall, automatically and without further action, represent the same number of
shares of Class A Common Stock. Holders of Converted Class B Common Stock shall
deliver their certificates, duly endorsed in blank or accompanied by proper
instruments of transfer, to the principal office of the Corporation or the
office of any transfer agent for shares of the Class A Common Stock, together
with a written notice setting out the name or names (with addresses) and
denominations in which the certificate or certificates representing such shares
of Class A Common Stock are to be issued and including instructions for delivery
thereof. Upon such delivery, the Corporation or its transfer agent shall
promptly issue and deliver at such stated address to such holder of shares of
Class A Common Stock a certificate or certificates representing the number of
shares of Class A Common Stock to which such holder is entitled by reason of
such conversion, and shall cause such shares of Class A Common Stock to be
registered in the name of such holder. The Person entitled to receive the shares
of Class A Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder of such shares of Class A Common Stock at and as
of the Conversion Time, and the rights of such Person as a holder of shares of
Class B Common Stock that have been converted shall cease and terminate at and
as of the Conversion Time, in each case without regard to any failure by such
holder to deliver the certificates or the notice required by this Section.
 
                      5. Unconverted Shares.
 
        In the event of the conversion of less than all the shares of Class B
Common Stock evidenced by a certificate surrendered to the Corporation in
accordance with the procedures of this Section 3.E., the Corporation shall
execute and deliver to, or upon the written order of, the holder of such
unconverted shares, without charge to such holder, a new certificate evidencing
the number of shares of Class B Common Stock not converted.
 
                      6. Retired Shares.
 
        Shares of Class B Common Stock that are converted into shares of Class A
Common Stock as provided herein shall be retired and canceled and the
Corporation shall take all such actions as
 
 
                                        6
 
 
<PAGE>   8
are necessary to cause such shares to have the status of authorized but unissued
shares of Class B Common Stock.
 
                      7. Reservation.
 
        The Corporation shall at all times reserve and keep available, out of
its authorized and unissued shares of Class A Common Stock, for the purposes of
effecting conversions, such number of duly authorized shares of Class A Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Class B Common Stock. All the shares of Class A Common
Stock so issuable shall, when so issued, be duly and validly issued, fully paid
and non-assessable, and free from liens and charges with respect to such
issuance.
 
                      8. Determination of Voting Rights and Event of Automatic
                         Conversion.
 
        The Board of Directors of the Corporation or a duly authorized committee
thereof shall have the power to determine, in good faith after reasonable
inquiry, whether an Event of Automatic Conversion has occurred with respect to
any share of Class B Common Stock. A determination by the Board of Directors of
the Corporation or such committee that an Event of Automatic Conversion has
occurred shall be conclusive. As a condition to counting the votes cast by any
holder of shares of Class B Common Stock at any annual or special meeting of
stockholders, or in connection with any written consent of stockholders, or as a
condition to registration of transfer of shares of Class B Common Stock, or for
any other purpose, the Board of Directors or a duly authorized committee
thereof, in its discretion, may require the holder of such shares to furnish
such affidavits or other proof as the Board of Directors or such committee deems
necessary or advisable to determine whether an Event of Automatic Conversion
shall have occurred. If the Board of Directors or such committee shall determine
that a holder has substantially failed to comply promptly with any request by
the Board of Directors or such committee for such proof, the shares held by such
holder shall be entitled to one (1) vote per share until such time as the Board
of Directors or such committee shall determine that such holder has complied
with such request. The Board of Directors or a duly authorized committee thereof
may exercise the authority granted by this Article IV, Section 3.E.8 through
duly authorized officers or agents of the Corporation.
 
                      9. Definitions.
 
               For purposes of this Article IV, Section E:
 
        (a) Affiliate. The term "Affiliate" shall mean, as to any Person, (i)
        any other person that, directly or indirectly , is in control of,
        controlled by or is under common control with such Person, (ii) any
        corporation or organization (other than the Corporation or a majority
        owned subsidiary of the Corporation) of which such Person is an officer
        or partner or is,
 
 
                                        7
 
 
<PAGE>   9
        directly or indirectly, the beneficial owner of 10% or more of any class
        of voting securities, or in which such Person has a substantial
        beneficial interest, (iii) any trust or other estate in which such
        Person has a substantial beneficial interest or as to which such Person
        serves as a trustee or in a similar fiduciary capacity, (iv) any
        relative or spouse of such Person who has the same home as such Person,
        or (v) an officer of the Corporation or any of its subsidiaries.
 
        (b) Beneficial Owner. A Person shall be deemed the "Beneficial Owner"
        of, and to "Beneficially Own" and to have "Beneficial Ownership" of, any
        share (i) which such Person has the power to vote or dispose, or to
        direct the voting or disposition of, directly or indirectly, through any
        agreement, arrangement or understanding (written or oral), or (ii) which
        such Person has the right to acquire (whether such right is exercisable
        immediately or only after the passage of time) pursuant to any
        agreement, arrangement or understanding (written or oral), or upon the
        exercise of conversion rights, exchange rights, warrants or options, or
        otherwise.
 
        (c) Nominee. The term "Nominee" shall mean a Person that is acting as a
        bona fide nominee for the registration of record ownership of securities
        Beneficially Owned by another Person.
 
        (d) Permitted Transferee. The term "Permitted Transferee" shall mean (i)
        all holders of the Series B Common Stock outstanding immediately prior
        to the Corporation's initial public offering of any class of its capital
        stock, (ii) any Person that is an Affiliate, spouse or descendant of any
        such holder, their estates or trusts for their benefit.
 
        (e) Person. The term "Person" means any natural person, corporation,
        association, partnership, limited liability company, organization,
        business, government or political subdivision thereof or governmental
        agency.
 
        (f) Transfer. The term "Transfer" shall mean any sale, transfer
        (including a transfer made in whole or in part without consideration as
        a gift), exchange, assignment, pledge, encumbrance, alienation or any
        other disposition or hypothecation of record ownership or of Beneficial
        Ownership of any share, whether by operation of law or otherwise;
        provided, however, that (i) a pledge of any share made in accordance
        with the provisions of Article IV, Section 3.E.3.(b). and (ii) a grant
        of a revocable proxy, written consent or other authorization with
        respect to any share to a Person designated by the Board of Directors or
        management of the Corporation who is soliciting proxies on behalf of the
        Corporation shall not be considered a "Transfer"; and provided, further,
        that in the case of any transferee of record ownership that is a
        Nominee, such Transfer of record ownership shall be deemed to be made to
        the Person or Persons for whom such Nominee is acting.
 
 
                                        8
 
 
<PAGE>   10
                      10. Stock Legend.
 
        The Corporation shall include a legend on the certificates representing
shares of Class B Common Stock stating the such shares are subject to automatic
conversion in certain circumstances as set forth in this Article IV, Section
3.E.
 
                      11. Taxes.
 
        The issuance of a certificate representing shares of Class A Common
Stock issued upon conversion of shares of Class B Common Stock shall be made
without charge to the holder of such shares for any stamp or other similar tax
in respect of such issuance. However, if any such certificate is to be issued in
a name other than that of the record holder of the shares of Class B Common
Stock converted, the Person or Persons requesting the issuance thereof shall pay
to the Corporation the amount of any tax which may be payable in respect of any
Transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid or is not required to be paid.
 
        F. Liquidation.
 
In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, after distribution in full of the preferential and/or
other amounts to be distributed to the holders of shares of any outstanding
series of Preferred Stock, the holders of shares of Class A Common Stock and
Class B Common Stock shall be entitled to receive all of the remaining assets of
the Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of Common Stock held by them. In any such
distribution shares of Class A Common Stock and Class B Common Stock shall be
treated equally on a per share basis.
 
                                    ARTICLE V
 
        Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in Delaware General Corporation Law) outside
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation.
 
                                   ARTICLE VI
 
        The number of directors of the Corporation shall be fixed from time to
time by or in the manner provided in the Bylaws of the Corporation or amendment
thereof duly adopted by the Board of Directors or by the stockholders of the
Corporation. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
 
 
                                        9
 
 
<PAGE>   11
                                   ARTICLE VII
 
        No action, which has not been previously approved by the Board of
Directors, shall be taken by the stockholders except at an annual meeting or a
special meeting of the stockholders.
 
                                  ARTICLE VIII
 
        To the fullest extent permitted by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (provided that the effect of any
such amendment shall be prospective only) the "Delaware Law"), a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of his or her fiduciary duty as a director. The
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the Delaware Law (but in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), any person (or the estate of any person)
who is or was a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise. The Corporation to the fullest extent
permitted by the Delaware Law, may purchase and maintain insurance on behalf of
any such person against any liability which may be asserted against such person.
The Corporation may create a trust fund, grant a security interest or use other
means (including without limitation a letter of credit) to ensure the payment of
such sums as may become necessary or desirable to effect the indemnification as
provided herein. To the fullest extent permitted by the Delaware Law, the
indemnification provided herein shall include expenses as incurred (including
attorneys' fees), judgments, finds and amounts paid in settlement and any such
expenses shall be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person seeking indemnification to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified. Notwithstanding the
foregoing or any other provision of this Article, no advance shall be made by
the Corporation if a determination is reasonably and promptly made by the Board
by a majority vote of a quorum of disinterested Directors, or (if such a quorum
is not obtainable or, even if obtainable, a quorum of disinterested Directors so
directs) by independent legal counsel to the Corporation, that, based upon the
facts known to the Board or such counsel at the time such determination is made,
(a) the party seeking an advance acted in bad faith or deliberately breached his
or her duty to the Corporation or its stockholders, and (b) as a result of such
actions by the party seeking an advance, it is more likely than not that it will
ultimately be determined that such party is not entitled to indemnification
pursuant to the provisions of this Article VIII. The indemnification provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person for any such expenses to the fullest extent permitted by the
Delaware Law, nor shall it be deemed exclusive of any other rights to which any
person seeking indemnification from the
 
 
                                       10
 
 
<PAGE>   12
Corporation may be entitled under any agreement, the Corporation's Bylaws, vote
of stockholders or disinterested directors, or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office. The Corporation may, but only to the extent that the Board
of Directors may (but shall not be obligated to) authorize from time to time,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Article VIII as it applies to the indemnification and advancement of
expenses of directors and officers of the Corporation.
 
                                   ARTICLE IX
 
        The Board of Directors is expressly authorized to amend, alter or repeal
the Bylaws of the Corporation.
 
 
        IN WITNESS WHEREOF, SKECHERS, U.S.A., INC. has caused this Restated
Certificate of Incorporation to be signed by Philip Paccione, Secretary, its
authorized officer, this 29th day of April, 1999.
 
                                  SKECHERS U.S.A., INC.
 
                                  By: /s/ PHILIP PACCIONE
                                     -------------------------------
                                     Philip Paccione
                                  Title:   Secretary