EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF PSS TEXAS, INC.
The undersigned natural person of the age of eighteen years or more, acting
as the sole incorporator of a corporation under the Texas Business Corporation
Act, does hereby adopt the following Articles of Incorporation for such
corporation:
ARTICLE ONE
The name of the corporation is: PSS Texas, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To transact any and all lawful business for which
corporations may be incorporated under the Texas Business
Corporation Act; and
In general, to have and exercise all of the powers
conferred by the laws of Texas upon corporations formed
under the Texas Business Corporation Act, and to do any and
all things hereinbefore set forth to the same extent as natural
persons might or could do.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred (100) shares, and the par value of each
of such shares shall be One Dollar ($1.00). All such shares shall be of one
class and shall be designated as Common Stock.
No shareholder shall have a preemptive right to acquire any shares or
securities of any class, whether now or hereafter authorized, which may at any
time be issued, sold or offered for sale by the corporation.
ARTICLE FIVE
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand
Dollars ($1,000), consisting of money paid, labor done, or property actually
received.
ARTICLE SIX
The address of its initial registered office is 2003 108th Street, Suite
301, Grand Prairie, Texas 75050, and the name of its initial registered agent
at such address is David Smith.
ARTICLE SEVEN
The number of directors constituting the initial Board of Directors is
Two (2) and the names and addresses of the persons who are to serve as
the directors of the corporation until the first annual meeting of the
shareholders or until the successors are elected and qualified are:
Names Addresses
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Patrick C. Kelly 7800 Belfort Parkway, Suite 250
Jacksonville, FL 32256
Fred Elefant P.O. Box 749
Jacksonville, FL 32201-749
The right of shareholders to cumulative voting in the election of
directors is expressly prohibited.
ARTICLE EIGHT
The name and address of the incorporator is Fred Elefant,
P.O. Box 749, Jacksonville, Florida 32201-749.
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ARTICLE NINE
Unless a Bylaw adopted by the shareholders provides otherwise as
to all or some portion of the corporation's Bylaws, the corporation's
shareholders may amend, repeal or adopt the corporation's Bylaws even
though the Bylaws may also be amended, repealed or adopted by its Board
of Directors.
ARTICLE TEN
A director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article Ten does not eliminate or limit
the liability of a director to the extent the director is found liable for (i) a
breach of the director's duty of loyalty to the Corporation or its shareholders;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute. Any repeal or amendment of this Article Ten by the
shareholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the liability of a director of the
Corporation existing at the time of such repeal or amendment. In addition to the
circumstances in which the director of the Corporation is not liable as set
forth in the preceding sentences, the director shall not be liable to the
fullest extent permitted by any provisions of the statutes of Texas hereafter
enacted that further limits the liability of a director.
ARTICLE ELEVEN
Any action required by the Texas Business Corporation Act to be
taken at any annual or special meeting of shareholders, or any action which
may be taken at any annual or special meeting of shareholders, may be
taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting
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at which the holders of all shares entitled to vote on the action were present
and voted.
Prompt notice of the taking of any action by the shareholders without
a meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.
IN WITNESS WHEREOF, the undersigned has set his hand this 3rd day of March,
1990.
/s/ Fred Elefant
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Fred Elefant
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