Exhibit 3.10
BYLAWS
OF
PSS DELAWARE COMPANY 1, INC.
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
1. Certificates Representing Stock. Certificates representing
stock in the corporation shall be signed by, or in the name of, the corporation
by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by
the President or a Vice-President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or any such partly
paid stock shall set forth thereon the statements prescribed by the General
Corporation Law of the State of Delaware. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. Uncertificated Shares. Subject to any conditions imposed by
the General Corporation Law, the Board of Directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law of the State of Delaware.
3. Fractional Share Interests. The corporation may, but shall not
be required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not, unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. Stock Transfers. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. Record Date for Stockholders. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining the stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
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the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General Corporation Law of
the State of Delaware, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
6. Meaning of Certain Terms. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law of the
State of Delaware confers such rights notwithstanding that the certificate of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the certificate of
incorporation, except as any provision of law may otherwise require.
7. Stockholder Meetings.
A. Time. The annual meeting shall be held on the date
and at the time fixed, from time to time, by the directors, provided,
that the first annual meeting shall be held on a date within thirteen
months after the organization of the corporation, and each successive
annual meeting shall be held on a date within thirteen months after the
date of the preceding annual meeting. A special meeting shall be held
on the date and at the time fixed by the directors.
B. Place. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the
directors may, from time to time, fix. Whenever the directors shall
fail to fix such place, the meeting shall be held at the principal
place of business of the corporation in the State of Kansas.
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C. Call. Annual meetings and special meetings may be
called by the directors or by any officer instructed by the directors
to call the meeting.
D. Notice or Waiver of Notice. Written notice of all
meetings shall be given, stating the place, date, and hour of the
meeting and stating the place within the city or other municipality or
community at which the list of stockholders of the corporation may be
examined. The notice of an annual meeting shall state that the meeting
is called for the election of directors and for the transaction of
other business which may properly come before the meeting, and shall
(if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice
of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called. The notice of any meeting
shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law of
the State of Delaware. Except as otherwise provided by the General
Corporation Law of the State of Delaware, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days
nor more than sixty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at such stockholder's record address or at
such other address which such stockholder may have furnished by request
in writing to the Secretary of the corporation. Notice by mail shall be
deemed to be given when deposited, with postage thereon prepaid, in the
United States Mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement
of the adjourned time and/or place is made at the meeting, it shall not
be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned
meeting. Notice need not be given to any stockholder who submits a
written waiver of notice signed by such stockholder before or after the
time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any
written waiver of notice.
E. Stockholder List. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the
stockholders, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.
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F. Conduct of Meeting. Meetings of the stockholders
shall be presided over by one of the following officers in the order of
seniority and if present and acting - the Chairperson of the Board, if
any, the Vice-Chairperson of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and present
and acting, by a chairperson to be chosen by the stockholders. The
Secretary of the corporation, or in such Secretary's absence, an
Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the
chairperson of the meeting shall appoint a secretary of the meeting.
G. Proxy Representation. Every stockholder may authorize
another person or persons to act for such stockholder by proxy in all
matters in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be
signed by the stockholder or by such stockholder's attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and
only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation
generally.
H. Inspectors. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. If an inspector or inspectors
are not appointed, the person presiding at the meeting may, but need
not, appoint one or more inspectors. In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the directors in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall
take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of such
inspector's ability. The inspectors, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares
of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question, or matter determined by such inspector or
inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by
subsection (e) of Section 231 of the General Corporation Law of the
State of Delaware, the provisions of that Section shall not apply to
the corporation.
I. Quorum. The holders of a majority of the outstanding
shares of stock shall constitute a quorum at a meeting of stockholders
for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.
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J. Voting. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors. Any other
action shall be authorized by a majority of the votes cast except where
the General Corporation Law of the State of Delaware prescribes a
different percentage of votes and/or a different exercise of voting
power, and except as may be otherwise prescribed by the provisions of
the certificate of incorporation and these Bylaws. In the election of
directors, and for any other action, voting need not be by ballot.
8. Stockholder Action Without Meetings. Except as any provision
of the General Corporation Law of the State of Delaware may otherwise require,
any action required by the General Corporation Law of the State of Delaware to
be taken at any annual or special meeting of stockholders, or any action which
may be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing. Action
taken pursuant to this paragraph shall be subject to the provisions of Section
228 of the General Corporation Law of the State of Delaware.
ARTICLE II
DIRECTORS
1. Functions and Definition. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. Qualifications and Number. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The initial Board of Directors shall consist of three people.
Thereafter the number of directors constituting the whole board shall be at
least one. Subject to the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be three. The number of directors may be increased or decreased by action
of the stockholders or of the directors.
3. Election and Term. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation, shall
be elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of
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stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. Except as the General Corporation Law of the
State of Delaware may otherwise require, in the interim between annual meetings
of stockholders or of special meetings of stockholders called for the election
of directors and/or for the removal of one or more directors and for the filling
of any vacancy in that connection, newly created directorships and any vacancies
in the Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote of a
majority of the remaining directors then in office, although less than a quorum,
or by the sole remaining director.
4. Meetings.
A. Time. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected Board
shall be held as soon after its election as the directors may
conveniently assemble.
B. Place. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.
C. Call. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairperson of the Board, if any,
the Vice-Chairperson of the Board, if any, of the President, or of a
majority of the directors in office.
D. Notice or Actual or Constructive Waiver. No notice
shall be required for regular meetings for which the time and place
have been fixed. Written, oral, or any other mode of notice of the time
and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. Notice need not be
given to any director or to any member of a committee of directors who
submits a written waiver of notice signed by such director or member
before or after the time stated therein. Attendance of any such person
at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors need be specified in any
written waiver of notice.
E. Quorum and Action. A majority of the whole Board
shall constitute a quorum except when a vacancy or vacancies prevents
such majority, whereupon a majority of the directors in office shall
constitute a quorum, provided, that such majority shall constitute at
least one-third of the whole Board. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as herein otherwise provided, and except
as otherwise provided by the General Corporation Law of the State of
Delaware, the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. The
quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law of the
State of Delaware and these Bylaws
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which govern a meeting of directors held to fill vacancies and newly
created directorships in the Board or action of disinterested
directors.
Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
F. Chairperson of the Meeting. The Chairperson of the
Board, if any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairperson of the Board, if any and if present and
acting, or the President, if present and acting, or any other director
chosen by the Board, shall preside.
5. Removal of Directors. Except as may otherwise be provided by
the General Corporation Law of the State of Delaware, any director or the entire
Board of Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.
6. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law of the State of Delaware, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.
7. Written Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
1. Offices and Titles. The officers of the corporation shall
consist of a President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Chairperson of the Board, a
Vice-Chairperson of the Board, an Executive Vice-President, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers with such titles as the resolution of the
Board of
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Directors choosing them shall designate. Except as may otherwise be provided in
the resolution of the Board of Directors choosing such officer, no officer other
than the Chairperson or Vice-Chairperson of the Board, if any, need be a
director. Any number of offices may be held by the same person, as the directors
may determine.
2. Term. Unless otherwise provided in the resolution choosing
such officer, each officer shall be chosen for a term which shall continue until
the meeting of the Board of Directors following the next annual meeting of
stockholders and until such officer's successor shall have been chosen and
qualified.
3. Authority. All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolutions of the Board of Directors
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident to
their office except to the extent that such resolutions may be inconsistent
therewith. The Secretary or an Assistant Secretary of the corporation shall
record all of the proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and shall exercise such
additional authority and perform such additional duties as the Board shall
assign to such Secretary or Assistant Secretary. Any officer may be removed,
with or without cause, by the Board of Directors. Any vacancy in any office may
be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors. If the directors fail to fix such fiscal
year, the fiscal year shall end on the Saturday closest to the 31st day of
January in each year.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
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I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of PSS Delaware Company 1, Inc., a Delaware corporation, as in
effect on the date hereof.
Dated: ____________________
_________________________________________
Secretary of PSS Delaware Company 1, Inc.
(SEAL)
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