BROWN GROUP, INC.
A NEW YORK CORPORATION
BYLAWS
ADOPTED BY THE STOCKHOLDERS
JANUARY 11, 1946
AMENDED THROUGH MAY 23, 1996
BYLAWS
OF
BROWN GROUP, INC.
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ARTICLE I.
Meetings of Stockholders.
SECTION 1. Annual Meeting. The annual meeting of the Stockholders
shall be held at such place within or without the State of New York as
may from time to time be fixed by resolution of the Board of Directors
on the fourth Thursday in May in each and every year (or if said day be
a legal holiday, then on the next succeeding day not a legal holiday),
at eleven o'clock in the forenoon, for the purpose of electing
directors and of transacting only such other business as may be
properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board
of Directors, the Chairman of the Board, or the President, (b)otherwise
properly brought before the meeting by or at the direction of the Board
of Directors, the Chairman of the Board, or the President, or (c),
subject to ARTICLE II, Section 8 hereof, otherwise properly brought
before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company,
not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) 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, (b) the
name and address, as they appear on the Company's books, of the
stockholder proposing such business, (c) the class and number of shares
of the Company which are beneficially owned by the stockholder, and (d)
any material interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, but subject to
ARTICLE II, Section 8 hereof, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in
this Section 1. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions
of this Section 1, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the
meeting shall not be transacted. The meeting may be adjourned from
time to time until its business is completed.
SECTION 2. Special Meetings. Special meetings of the stockholders
may be held upon call by the majority of the Board of Directors, the
Chairman of the Board, or the President, at such time as may be fixed
by the Board of Directors, the Chairman of the Board, or the President,
and at such place within or without the State of New York as may be
stated in the call and notice. The meeting may be adjourned from time
to time until its business is completed.
SECTION 3. Notice of Meetings. Written notice of the time, place and
purpose or purposes of every meeting of stockholders, signed by the
Chairman of the Board or the President or a Vice-President or the
Secretary or an Assistant Secretary, shall be served either personally
or by mail, not less than ten days nor more than fifty days before the
meeting, upon each stockholder of record entitled to vote at such
meeting and upon each other stockholder of record who, by reason of any
action proposed at such meeting, would be entitled to have his stock
appraised if such action were taken.
If mailed, such notice shall be directed to each such stockholder at
his address as it appears on the stock book unless he shall have filed
with the Secretary of the Company a written request that notices
intended for him be mailed to some other address, in which case it
shall be mailed to the address designated in such request. Such
further notice shall be given by mail, publication or otherwise, as may
be required by the Certificate of Incorporation of the Company or by
law.
SECTION 4. Quorum. At every meeting of the stockholders, the holders
of record of shares entitled in the aggregate to a majority of the
number of votes which could at the time be cast by the holders of all
shares of the capital stock of the Company then outstanding and
entitled to vote if all such holders were present or represented at the
meeting, shall constitute a quorum. If at any meeting there shall be
no quorum, the holders of a majority of the shares of stock entitled to
vote so present or represented may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until such
quorum shall have been obtained, when any business may be transacted
which might have been transacted at the meeting as first convened had
there been a quorum.
SECTION 5. Voting. At all meetings of the stockholders, each holder
of record of outstanding shares of stock of the Company, entitled to
vote thereat, may so vote either in person or by proxy appointed by
instrument in writing executed by such holder or by his duly authorized
attorney. No proxy shall be valid after the expiration of eleven
months from the date of its execution unless the stockholder executing
it shall have specified therein a longer time during which it is to
continue in force.
SECTION 6. Record of Stockholders. The Board of Directors may
prescribe a period, not exceeding fifty days nor less than ten days
prior to any meeting of the stockholders, during which no transfer of
stock on the books of the company may be made. In lieu of prohibiting
the transfer of stock as aforesaid, the Board of Directors may fix a
day or hour, not more than fifty days prior to the day of holding any
meeting of stockholders, as the time as of which stockholders entitled
to notice of and to vote at such meeting shall be determined, and all
persons who were holders of record of voting stock at such time, and no
others, shall be entitled to notice of and to vote at such meeting.
SECTION 7. Inspectors of Election. At all elections of directors by
the stockholders, the chairman of the meeting shall appoint two
Inspectors of Election. Before entering upon the discharge of his
duties, each such inspector shall take and subscribe an oath or
affirmation faithfully to execute the duties of inspector at such
meeting as provided by law with strict impartiality and according to
the best of his ability and thereupon the inspectors shall take charge
of the polls and after the balloting shall make a certificate of the
result of the vote taken. No director or candidate for the office of
director shall be appointed such inspector.
ARTICLE II.
SECTION 1. Number. The number of directors within the maximum and
minimum limits provided for in the Certificate of Incorporation may be
changed from time to time by the shareholders or by the Board of
Directors by an amendment to these Bylaws. Subject to amendment of
these Bylaws, as aforesaid, the number of directors of the Corporation
shall be eleven. Such directors shall be classified in respect of the
time for which they shall severally hold office, by dividing them into
two classes consisting of four directors each and one class consisting
of three directors. At each annual election, the successors of the
directors of the class whose term shall expire in that year, shall be
elected to hold office for the term of three years so that the term of
office of one class of directors shall expire in each year. The Board
of Directors shall not choose as a director to fill a temporary vacancy
any person over the age of seventy years, and shall not recommend to
the stockholders any person for election as a director for a term
extending beyond the Annual Meeting of Stockholders following the end
of the calendar year during which he attains his seventieth birthday,
provided, however, that this shall not apply to directors elected or
holding office, at the time of the Annual Meeting of Stockholders in
1967; and provided further, that this shall not prevent the designation
by the Board of such person as an Honorary Director, to serve without
vote.
SECTION 2. Meetings of the Board. Meetings of the Board of Directors
shall be held at such place within or without the State of New York as
may from time to time be fixed by resolution of the Board, or as may be
specified in the call of any meeting. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed
by resolution of the Board. Notice need not be given of the regular
meetings of the Board held at times fixed by resolution of the Board.
Special meetings of the Board may be held at any time upon the call of
the Chairman of the Board or the President or any two directors by
telegraphic or written notice, duly served on or sent or mailed to each
director not less than three days before such meeting. Special
meetings of the Board of Directors may be held without notice, if all
of the directors are present or if those not present waive notice of
the meeting in writing or by telegraph. Any one or more of the
directors may participate in a meeting of the Board of Directors by
means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence
in person at a meeting.
SECTION 3. Quorum. The attendance of a majority of the Board of
Directors shall be necessary to constitute a quorum for the transaction
of business.
SECTION 4. Vacancies. Vacancies in the Board of Directors may be
filled by a vote of a majority of the directors in office even though
less than a quorum; provided that, in case of an increase in the number
of directors pursuant to an amendment of these Bylaws made by the
stockholders, the stockholders may fill the vacancy or vacancies so
created at the meeting at which the bylaw amendment is effected. The
directors so chosen shall hold office, unless they are removed
therefrom by the stockholders, for the unexpired portion of the term of
the directors whose place shall be vacant and until the election of
their successors.
SECTION 5. Resignations. Any director of the Company may resign at
any time by giving written notice to the President or to the Secretary
of the Company. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 6. Organization. The Board of Directors shall have general
power to direct the management of the business and affairs of the
Company, and may adopt such rules and regulations as they shall deem
proper, not inconsistent with law or with these Bylaws, for the conduct
of their meetings and for the management of the business and affairs of
the Company. Directors need not be stockholders.
SECTION 7. Compensation. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board, and
directors shall be entitled to compensation other than a stated salary
in such form and in such amounts as the Board may determine. However,
this Bylaw shall not be construed to preclude any director from serving
in any other capacity and receiving compensation therefor. Members of
the Executive Committee and all other committees may be allowed a fixed
sum and expenses of attendance, if any, for attendance at committee
meetings.
SECTION 8. Notice and Qualification of Stockholder Nominees to Board
of Directors. Only persons who are nominated in accordance with
procedures set forth in this Section 8 shall be qualified for election
as Directors. Nominations of persons for election to the Board of
Directors of the Company may be made at a meeting of stockholders by or
at the direction of the Board of Directors or by any stockholder of the
Company entitled to vote for the election of Directors at the meeting
who complies with the procedures set forth in this Section 8. In order
for persons nominated to the Board of Directors, other than those
persons nominated by or at the direction of the Board of Directors, to
be qualified to serve on the Board of Directors, such nomination shall
be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Company
not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a Director (i) the name, age, business
address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of
shares of the Company which are beneficially owned by such person and
(iv) any other information relating to such person that is required to
be disclosed in solicitation of proxies for election of Directors, or
is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended from time to time
(including without limitation such person's written consent to be named
in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name
and address, as they appear on the Company's books, of such stockholder
and (ii) the class and number of shares of the Company which are
beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary of the Company that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be qualified
for election as a Director of the Company unless nominated in
accordance with the procedure set forth in this Section 8. The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in
accordance with procedures prescribed by the Bylaws, and if he should
so determine, he shall so declare to the meeting, and the defective
nomination shall be disregarded.
ARTICLE III.
Committees.
SECTION 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate an
Executive Committee to consist of three or more of the directors,
including the President ex officio, one of whom shall be designated
Chairman of the Executive Committee. The Executive Committee shall
have and may exercise, so far as may be permitted by law, all of the
powers of the Board in the direction of the management of the business
and affairs of the Company during the intervals between meetings of the
Board of Directors, and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the
Board, or to change the membership of, or to fill vacancies in, the
Executive Committee, or to make or amend bylaws of the Company. The
Board shall have the power at any time to fill vacancies in, to change
the membership of, or to dissolve, the Executive Committee. The
Executive Committee may hold meetings and make rules for the conduct of
its business and appoint such committees and assistants as it shall
from time to time deem necessary. A majority of the members of the
Executive Committee shall constitute a quorum. All action of the
Executive Committee shall be reported to the Board at its meeting next
succeeding such action. Any one or more members of the Executive
Committee may participate in a meeting of the Executive Committee by
means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at
the same time. Participation by such means shall constitute presence
in person at a meeting.
SECTION 2. Other Committees. The Board of Directors may, in its
discretion, by resolution, appoint other committees, composed of two or
more members, which shall have and may exercise such powers as shall be
conferred or authorized by the resolution appointing them. A majority
of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise
provide. The Board shall have power at any time to change the
membership of any such committee, to fill vacancies, and to discharge
any such committee.
ARTICLE IV.
Officers.
SECTION 1. Officers. The Board of Directors, as soon as may be after
the election of directors held in each year, shall elect a Chairman of
the Board of Directors, a President of the Company, one or more Vice-
Presidents, a Secretary, and a Treasurer, and from time to time may
appoint such Assistant Secretaries, Assistant Treasurers and such other
officers, agents and employees as it may deem proper. Any two of such
offices, except that of President and Secretary, may be held by the
same person. The Chairman of the Board and the President shall be
chosen from among the directors, but no other officer need be a
director.
SECTION 2. Term of Office. The term of office of all officers shall
be one year or until their respective successors are chosen and
qualified; but at any meeting the Board may, by a three-fourths vote of
its entire number, suspend or remove any one or more of the officers
for a cause satisfactory to the Board, and the action thus taken shall
be conclusive. Previous notice of five days of such intended action
shall be given to the person affected thereby. In the event of the
suspension of an officer, the Board shall fix the term of such
suspension.
SECTION 3. Powers and Duties. The officers, agents and employees of
the Company shall each have such powers and duties in the management of
the property and affairs of the Company, subject to the control of the
Board of Directors, as generally pertain to their respective offices,
as well as such powers and duties as from time to time may be
prescribed by the Board of Directors. The Board of Directors may
require any such officer, agent or employee to give security for the
faithful performance of his duties.
ARTICLE V.
Powers to Contract; Indemnification
SECTION 1. Contracts. All contracts and agreements purporting to be
the act of this Company shall be signed by the President, or by a Vice-
President, or by such other officer or other person as may be
designated by the Board of Directors or Executive Committee in order
that the same shall be binding upon the Company.
SECTION 2. Indemnification.
a. Actions Involving Directors and Officers. The Company shall
indemnify each person who at any time is serving or has served as a
director or officer of the Company or at the request of the Company is
serving or has served as a director or officer (or in a similar
capacity) of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any claim, liability
or expense incurred as a result of such service, to the maximum extent
permitted by law.
b. Actions Involving Employees or Agents
1. The Company may, if it deems appropriate, indemnify any
person who at any time is or has been an employee or agent of the
Company or who at the request of the Company is or has been an employee
or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any claim, liability
or expense incurred as a result of such service, to the maximum extent
permitted by law or to such lesser extent as the Company, in its
discretion, may deem appropriate.
2. To the extent that any person referred to in subsection 2(b)
of this Section 2 has been successful, on the merits or otherwise, in
the defense of a civil or criminal proceeding arising out of the
services referred to therein, he shall be entitled to indemnification
as authorized in such subsection.
c. Advance Payment of Expenses. Expenses incurred by a person who
is or was a director or officer of the Company or who is or was at the
request of the Company serving as a director or officer (or in a
similar capacity) of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in defending a civil
or criminal action or proceeding shall be paid by the Company in
advance of the final disposition of such action or proceeding, and
expenses incurred by a person who is or was an employee or agent of the
Company or who is or was at the request of the Company serving as an
employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in defending a civil
or criminal action or proceeding may be paid by the Company in advance
of the final disposition of such action or proceeding as authorized by
the Board of Directors, in either case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amounts as, and to the extent, required by law.
d. Not Exclusive. The indemnification and advancement of expenses
provided or permitted by this Section 2 shall not be deemed exclusive
of any other rights to which any person who is or was a director,
officer, employee or agent of the Company or who is or was at the
request of the Company serving as a director or officer (or in a
similar capacity), employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise may be entitled, whether pursuant to the Company's
Certificate of Incorporation, Bylaws, the terms of any resolution of
the shareholders or Board of Directors of the Company, any agreement or
contract or otherwise, both as to action in an official capacity and as
to action in another capacity while holding such office.
e. Indemnification Agreements Authorized. Without limiting the
other provisions of this Section 2, the Company is authorized from time
to time to enter into agreements with any director, officer, employee
or agent of the Company or with any person who at the request of the
Company is serving as a director or officer (or in a similar capacity),
employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, providing such rights
of indemnification as the Board of Directors may deem appropriate, up
to the maximum extent permitted by law; provided that any such
agreement with a director or officer of the Company shall not provide
for indemnification of such director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that
his acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled. Any such
agreement entered into by the Company with a director may be authorized
by the other directors, and such authorization shall not be invalid on
the basis that similar agreements may have been or may thereafter be
entered into with such other directors.
f. Insurance. The Company may purchase and maintain insurance to
indemnify itself or any person who is or was a director, officer,
employee or agent of the Company or who is or was at the request of the
Company serving as a director or officer (or in a similar capacity),
employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, to the maximum extent
allowed by law, whether or not the Company would have the power to
indemnify such person under the provisions of this Section 2.
g. Certain Definitions. For the purposes of this Section 2:
1. Any director or officer of the Company who shall serve as a
director or officer (or in a similar capacity), employee or agent of
any other corporation, partnership, joint venture, trust or other
enterprise of which the Company, directly or indirectly, is or was the
owner of a majority of either the outstanding equity interests or the
outstanding voting stock (or comparable interests) shall be deemed to
be serving as such director or officer (or in a similar capacity),
employee or agent at the request of the Company, unless the Board of
Directors of the Company shall determine otherwise. In all other
instances where any person shall serve as a director or officer (or in
a similar capacity), employee or agent of another corporation,
partnership, joint venture, trust or other enterprise of which the
Company is or was a stockholder or creditor, or in which it is or was
otherwise interested, if it is not otherwise established that such
person is or was serving as such director or officer (or in a similar
capacity), employee or agent at the request of the Company, the Board
of Directors of the Company may determine whether such service is or
was at the request of the Company, and it shall not be necessary to
show any actual or prior request for such service.
2. A corporation shall be deemed to have requested a person to
serve an employee benefit plan where the performance by such person of
his duties to the corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with
respect to an employee benefit plan pursuant to applicable law shall be
considered fines; and action taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's duties
for a purpose reasonably believed by such person to be in the interest
of the participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the
corporation.
3. References to a corporation include all constituent
corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation
or is or was serving at the request of such constituent corporation as
a director or officer (or in a similar capacity), employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall stand in the same position under
the provisions of this Section 2 with respect to the resulting or
surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.
h. Survival. Any indemnification rights provided under or granted
pursuant to this Section 2 shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Indemnification rights provided under or granted pursuant to this
Section 2 shall survive amendment or repeal of this Section 2 with
respect to any acts or omissions occurring prior to such amendment or
repeal and persons to whom such indemnification rights are given shall
be entitled to rely upon such indemnification rights as a binding
contract with the Company.
ARTICLE VI.
Capital Stock.
SECTION 1. Stock Certificates. The interest of each stockholder
shall be evidenced by a certificate or certificates for shares of stock
of the Company in such form as the Board of Directors may from time to
time prescribe. The certificates of stock shall be signed by the
Chairman of the Board or the President or a Vice-President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and sealed with the seal of the Company, and shall be
countersigned and registered in such manner, if any, as the Board may
by resolution prescribe; provided that, in case such certificates are
required by such resolution to be signed by a Transfer Agent or
Transfer Clerk and by a Registrar, the signatures of the Chairman of
the Board or the President or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary and the
seal of the Company upon such certificates may be facsimiles, engraved
or printed.
SECTION 2. Transfers. Shares in the capital stock of the Company
shall be transferred only on the books of the Company, by the holder
thereof in person or by his attorney, upon surrender for cancellation
of certificates for the same number of shares, with an assignment and
power of transfer endorsed thereon or attached thereto, duly executed,
with such proof of the authenticity of the signature as the Company or
its agents may reasonably require.
SECTION 3. Lost or Destroyed Stock Certificates. No certificates for
shares of stock of the Company shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of the loss, theft or destruction and upon
indemnification of the Company and its agents to such extent and in
such manner as the Board of Directors may from time to time prescribe.
ARTICLE VII.
Checks, Notes, etc.
All checks and drafts on the Company's bank accounts and all bills of
exchange and promissory notes and all acceptances, obligations and
other instruments for the payment of money, shall be signed by the
President, or a Vice-President, or the Treasurer, or by such other
officer or officers or agent or agents as shall be thereunto authorized
from time to time by the Board of Directors.
ARTICLE VIII.
Fiscal Year.
The fiscal year of the Company shall be determined as ending on the
Saturday nearest to each January thirty-first, and each ensuing fiscal
year shall commence on the day following the ending date of the
immediately preceding fiscal year as so determined.
ARTICLE IX.
Corporate Seal.
The corporate seal shall have inscribed thereon the name of the
Company and the words "New York", arranged in a circular form around
the words and figures "Corporate Seal 1913". In lieu of the corporate
seal, when so authorized by the Board of Directors or a duly empowered
committee thereof, a facsimile thereof may be impressed or affixed or
reproduced.
ARTICLE X.
Amendments.
The Bylaws of the Company may be amended, added to, rescinded or
repealed at any meeting of the stockholders by the vote of the holders
of record of shares entitled in the aggregate to more than a majority
of the number of votes which could at the time be cast by the holders
of all shares of the capital stock of the Company then outstanding and
entitled to vote if all such holders were present or represented at the
meeting, provided notice of the proposed change is given in the notice
of the meeting. The Board of Directors may from time to time, by vote
of a majority of the Board, amend these Bylaws or make additional
bylaws for the Company at any regular or special meeting at which
notice of the proposed change is given, subject, however, to the power
of the stockholders to alter, amend, or repeal any bylaws made by the
Board of Directors.