EXHIBIT 3.5(b)
By laws of Carson Pirie Scott II, Inc.
(f/k/a McRae's, Inc.)
BY LAWS
ARTICLE I
Name and Location
Section 1. The name of this corporation shall be McRAE'S, INC.
Section 2. Its principal office shall be located at Jackson, Mississippi.
Section 3. Other offices for the transaction of business shall be located
at such places as the Board of Directors may from tame to time determine.
ARTICLE II
Capital Stock
Section 1. The capital stock shall consist of those shares of common stock
stated in the Charter of Incorporation or any amendments thereto.
Section 2. All certificates of stock shall be signed by the President and
Secretary and shall be sealed with the corporate seal.
Section 3. Treasury stock shall be held by the corporation, subject to the
disposal by the Board of Directors, and shall neither vote nor participate in
dividends.
Section 4. The corporation shall have a first lien on all the shares of its
capital stock, and upon all dividends declared upon the same, for any
indebtedness of .the respective holders thereof to the corporation.
Section 5. Transfer of stock shall be made only on the books of the
corporation; and the old certificate, properly endorsed, shall be surrendered
and cancelled before a new certificate is issued. The stock books of the
corporation shall be closed against transfers for a period of
thirty days before the day of payment of a dividend and for ten days before each
annual meeting of stockholders.
Section 6. In case of loss or destruction of a certificate of stock, no new
certificate shall be issued in lieu thereof except upon satisfactory proof to
the Board of Directors of such loss or destruction, and upon the giving of
satisfactory security, by bond or otherwise, against loss to the corporation, or
by order of a court of competent jurisdiction. Any such new certificate shall be
plainly marked "duplicate" on its face.
Section 7. The record owners of outstanding capital stock in this
corporation may enter into such agreement or agreements that may seem proper to
them, which are not in violation of any applicable law or statute, restricting
the transfer of the stock owned by such owners or making provision for the sale
and transfer of such stock, and upon receipt by the Secretary of this
corporation of an executed copy of any such agreement, then such stock covered
by such agreement or agreements shall be transferred on the books of the
corporation only in accordance with said agreement or agreements until proper
notice to the Secretary of some amendment or termination of such agreement or
agreements.
ARTICLE III
Stockholders Meetings
Section 1. An annual meeting of the stockholders shall be held at 1:30 p.m.
on the second Tuesday of May at the principal office of the corporation, or at
such other place, either within or without the State of Mississippi., as may be
designated in the notice thereof as herein provided or as may be designated by
the stockholders at a previous meeting thereof, or as may be unanimously agreed
upon by the stockholders, which agreement may be indicated by the presence of
such stockholders at such meeting, either in person or by proxy. Provided,
however, that whenever such day shall fall upon a legal holiday, the meeting
shall be held on the next
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succeeding business day. At such meeting the stockholders shall elect directors
to serve until their successors shall be elected and have qualified.
Section 2. A special meeting of the stockholders to be held at the
principal office of the corporation, or at such other place, either within or
without the State of Mississippi, as may be designated in the notice thereof, or
as may be fixed by the stockholders at a previous meeting thereof, or as may be
unanimously agreed upon by the stockholders, which agreement may be indicated by
the presence of such stockholders at such meeting, either in person or by proxy,
may be called at any time by the Chairman of the Board, and in his absence by
the Secretary, or by the Directors. It .shall be the duty of the Directors or
the Chairman of the Board to call such a meeting whenever so requested by
stockholders holding fifty percent or more of the capital stock.
Section 3. Notice of the time and pace of all annual and special meetings
shall be mailed by the Secretary to each stockholder ten days before the date
thereof, unless such notice shall be waived. Waiver of call and of such notice
shall be indicated by the presence of such stockholders at such meeting, either
in person or by proxy.
Section 4. The chairman of the Board, or in his absence the President, of
the corporation shall preside at all such meetings.
Section 5. At every such meeting each stockholder shall be entitled to cast
one vote for each share of stock held in his name, which vote may be cast by him
either in person or by proxy. All proxies shall be in writing and shall be filed
with the Secretary and by him entered on record in the minutes of the meeting.
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Section 6. A quorum for the transaction of business at any such meeting
shall consist of a majority of the shares of stock issued and outstanding; but
the stockholders present at any meeting, though less than a quorum, may adjourn
the meeting to a future time.
Section 7. The stockholders shall have poorer, by a majority vote at any
meeting called expressly for that purpose, to remove any director or the entire
board from office.
ARTICLE IV
Board of Directors
Section 1. The business and property of the corporation shall be managed by
a Board of not less than three and not more than seven Directors, who shall be
elected by the stockholders, in accordance with applicable laws. The Directors
need not be stockholders of the corporation.
Section 2. The regular meetings of the Directors shall be held at the same
place as the annual stockholders meeting, immediately after the adjournment of
each annual stockholders meeting.
Section 3. Special meetings of the Board of Directors, to be held in the
principal office of the corporation, or at such place, either within or without
the State of Mississippi, as may be designated in the notice thereof, may be
called by the Chairman of the Board, and in his absence by the Secretary. By
unanimous consent of the Directors, meetings of the Board may be held without
notice, at any time and at any place, either within or without the State of
Mississippi, and such consent may be evidenced by the presence of all of the
Directors at any such meeting.
Section 4. Notice of all regular and special meetings, except those
specified in the second sentence of Section 3 of this Article, shall be mailed
to each Director, by the Secretary, at
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least ten days previous to the time fixed for the meeting. All notices of
special meetings shall state the purpose thereof.
Section 5. A quorum for the transaction of business at any regular or
special meeting of the Directors shall consist of a majority of the Board.
Section 6. The Directors shall elect the officers of the corporation; such
election to be held at the Directors meeting following each annual stockholders
meeting. An officer may be removed at any time by a majority vote of the Board
of Directors.
Section 7. Vacancies in the Board of Directors may be filled by the
stockholders at any regular or special stockholders meeting.
Section 8. At each annual stockholders meeting, Directors shall submit a
statement of the business done during the preceding year, together faith a
report of the general financial condition of the corporation and of the
condition of its tangible property.
ARTICLE V
Officers
Section 1. The officers of this corporation shall be a Chairman of the
Board and Chief Executive Officer, a President and Chief Operating Officer, one
or more Vice Presidents, a Secretary, and a Treasurer, and such assistants or
other officers as the Board of Directors may determine and elect, who shall be
elected for the term of one year, and shall hold office until their successors
are duly elected and qualified. The office of Treasurer may be combined with any
of the other offices enumerated above and the two offices so combined may be
held by the same person. The officers need not be stockholders of the
corporation.
Section 2. The Chairman of the Board and Chief Executive Officer shall have
general supervision over the affairs of the corporation and over the other
officers; and shall perform such duties as may be designated by the Board of
Directors and such other duties as are
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incident to his office. In case of the absence or disability of the Chairman of
the Board, his duties shall be performed by the President.
Section 3. The President and Chief Operating Officer shall supervise the
business operations of the corporation. He shall perform such duties as are
designated by the Board of Directors or the Chairman of the Board and shall
perform such other duties as are incident to his office. In the case of the
absence or disability of the President, his duties shall be performed by a Vice
President.
Section 4. The Secretary shall issue notices of all directors and
stockholders meetings, and shall attend and keep the minutes of the same; shall
have charge of all corporate books, records and papers; shall be custodian of
the corporate seal; shall attest with his or her signature and impress with the
corporate seal all stock certificates and written contracts of the corporation;
and shall perform all such other duties as are incident to the office.
Section 5. The Treasurer shall have custody of all money and securities of
the corporation and shall give bond, in such sum and with such sureties as the
Directors may require, conditioned upon the faithful performance of the duties
of his office. He shall have general supervision of the collection and
disbursement of funds of the corporation and shall perform all such other duties
as are incident to the office.
Section 6. Any payment made to an officer of the corporation, such as a
salary, commission, bonus, interest, or rent, or entertainment expense incurred
by him, which shall be disallowed in whole or in part as a deductible expense by
the Internal Revenue Service, shall be reimbursed by such officer to the
corporation to the full extent of such disallowance. It shall be the duty of the
Directors, as a Board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer, subject to the determination of the Directors,
proportionate
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amounts may he withheld from his future compensation payments until the amount
owed to the corporation has been recovered.
ARTICLE VI
Dividends and Finance
Section 1. Dividends, to be paid out of the surplus earnings of the
corporation, may be declared from time to time by resolution of the Board of
Directors; but no dividend shall be paid that twill impair the capital of the
corporation.
Section 2. The funds for the corporation shall be deposited in such bank or
trust company as the Directors shall designate and shall be withdrawn only upon
the check or order of the persons designated by the Board of Directors.
ARTICLE VII
Amendments
Section 1. The Board of Directors shall have power to add any provision to
or to alter or repeal any provision of these Bylaws by a vote of the majority of
all of the Directors at any regular or special meeting of the Board, provided
that a statement of the proposed action shall have been included in the notice
or waiver of notice of such meeting of the Board. The stockholders may alter or
repeal any provision of these Bylaws by the vote of a majority of the
stockholders at any meeting, provided that a statement of the proposed action
shall have been included in the notice or waiver of notice or such meeting of
stockholders.
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AMENDMENTS TO THE BYLAWS ADOPTED BY THE
BOARD OF DIRECTORS OF McRAE'S, INC.
AS OF MAY 11, 1993
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RESOLVED: That Article VII of the Bylaws of this Corporation be amended to
add a new Section IA to read as follows:
Section 1A. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if
one is appointed by the Board, shall perform and be vested with all the
powers and duties of the Chairman of the Board in the event of the death,
disability, incapacity or absence of the Chairman of the Board. The Vice
Chairman shall participate with the Chairman of the Board and the President
in the general supervision over the affairs of the Corporation and the
supervision of the business operations of the Corporation, and shall
perform such other duties as may be prescribed by the Board from time to
time.
RESOLVED FURTHER: That Section 2 of Article VII of the Bylaws be amended by
adding the phrase "or Vice Chairman of the Board" at the end of the last
sentence of said Section.
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AMENDMENT TO THE BYLAWS OF McRAE'S, INC. ADOPTED BY THE BOARD OF
DIRECTORS AS OF SEPTEMBER 17, 1998
RESOLVED: That Article IV, Section 1 of the Bylaws is amended by replacing
the word "three" with the word "two" so that the Corporation may be managed by a
Board of two directors.
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