Exhibit 3.20
BYLAWS
OF
SHOE SOURCING, INC.
(a Kansas corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of
stock in the corporation shall be entitled to have a certificate 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, certifying the number of shares owned by the stockholder in
the corporation. Any or all the signatures on the certificate may be a
facsimile. In the event any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate has 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 the 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 of
any such partly paid stock shall set forth thereon the statements prescribed by
the Kansas General Corporation Code. 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 in place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the corporation may require the owner of any lost, stolen, or
destroyed certificate, or his 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.
2. 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 or bearer
form which shall entitle the holder to receive a certificate for a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share shall 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, but scrip or warrants shall not so
entitle the holder thereof, unless otherwise provided therein. 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 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.
3. 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 his 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 on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
4. 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 days 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 any meeting of stockholders shall apply to any adjournment of the meeting
except that the Board of Directors may fix a new record date for the adjourned
meeting.
5. 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
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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 stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by this act, 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
this state, 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 a 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 this act, 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.
6. In order that the corporation may determine the 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 date 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.
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 Kansas General Corporation
Code confers such rights notwithstanding that the Articles 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 Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
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- 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.
- PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Kansas, 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 registered office of the corporation in the State
of Kansas.
- CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the meeting.
- 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 any requisite
list of stockholders of the corporation may be examined. The notice of any
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 meetings 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 Kansas General Corporation Code.
Except as otherwise provided by the Kansas General Corporation Code, 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 his record address or at such other address which he 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 him
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.
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- 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 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.
- 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 chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his 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.
- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him 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
in writing without a meeting. Every proxy must be signed by the stockholder or
by his 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.
- 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 any 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 his duties, 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 his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of
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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 him or them and execute a
certificate of any fact found by him or them.
- 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 pre-sent may adjourn the meeting
despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof
to one vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action shall be authorized by the affirmative vote of a
majority of the votes cast except where the Kansas General Corporation Code
prescribes a different percentage of votes and/or a different exercise of voting
power. In the election of directors, and for any other action, voting need not
be by ballot.
- WRITTEN ACTION. Any action required by the Kansas General
Corporation Code to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of stockholders of the corporation, may be taken without a meeting and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed by all of the holders of shares of stock entitled to vote thereon.
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 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
Kansas. The initial Board of Directors shall consist of three persons.
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.
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3. ELECTION AND TERM. The first Board of Directors,
unless the members thereof shall have been named in the articles 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
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. 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 vacancies resulting from the removal of
directors for cause or without cause which have not been filled by the
stockholders, 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.
- 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.
- PLACE. Meetings shall be held at such place within or
without the State of Kansas as shall be fixed by the Board.
- 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.
- 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 him
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 he
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.
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- 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 Kansas General Corporation
Code, 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 Kansas General Corporation Code and these Bylaws, which govern
a meeting of directors held to fill vacancies, and newly created directorships
in the Board or action of disinterested directors.
- CHAIRMAN 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. Any or all of the directors may
be removed for cause or without cause by the stockholders.
6. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, 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 he or they 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 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 authority the delegation of which is prohibited by Section 17-6301 of the
Kansas General Corporation Code, and may authorize the seal of the corporation
to be affixed to all papers which may require it.
7. INFORMAL ACTION. 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. Any action required or
permitted to be taken at any meeting of the Board of Directors or of 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,
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and the writing or writings are filed with the minutes of proceedings of the
Board or committee.
ARTICLE III
OFFICERS
1. DESIGNATION. The corporation shall have such officers
with such titles and duties as shall be stated in a resolution of the Board of
Directors which is not inconsistent with these Bylaws as may be necessary to
enable the corporation to sign instruments and stock certificates which comply
with the provisions of Section 17-6003 and 17-6408 of the Kansas General
Corporation Code, and amendments thereto. One of the officers shall have the
duty to record the proceedings of the stockholders and the directors of the
corporation in a book to be kept for that purpose. Each officer shall hold the
office until such officer's successor is elected and qualified or until such
officer's earlier resignation or removal.
2. QUALIFICATIONS. Except as may otherwise be provided
in the resolution or instrument choosing him, no officer other than the
Chairperson of the Board, if any, and the 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.
3. TERM OF OFFICE. Unless otherwise provided in the
resolution or instrument choosing him, 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 his successor shall have been
chosen and qualified.
Any officer may be removed, with or without cause, by the
Board of Directors; and any subordinate or junior officer not chosen by the
Board of Directors, but chosen under duly constituted authority conferred by the
Board of Directors, may be removed, with or without cause, by the officer or
officers who chose him.
Any vacancy in any office may be filled by the Board of
Directors. A vacancy in any junior or subordinate office not filled by the Board
of Directors may be filled by the officer or officers duly vested with the
authority to choose the person to fill such office.
4. CHOOSING OFFICERS. The Board of Directors shall
choose the President, the Secretary, the Treasurer, the Chairperson of the
Board, if any, the Vice Chairperson of the Board, if any, an Executive Vice
President, if any, one or more additional Vice Presidents, if any, and such
other officers as may be designated by them, and may confer upon any executive
officer or officers authority to choose junior or subordinate officers.
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5. DUTIES AND 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 or the instruments 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 or instruments may be inconsistent therewith.
The chief executive officer of the corporation shall preside
at all meetings of stockholders and shall, when requested, sign all certificates
and instruments permitted or required to be signed by him under the Kansas
General Corporation Code. Except as the resolution choosing him and prescribing
the authority and duties of the chief executive officer shall otherwise provide,
and except as otherwise provided by any provision of law, the chief executive
officer, by whatever title designated, shall negotiate, enter into, and sign or
countersign and otherwise execute in the name, or on behalf, of the corporation
all contracts, deeds, mortgages, pledges, bonds, evidences of indebtedness,
leases, certificates, instruments, and other transactions; shall generally
supervise, manage, and control the affairs of the corporation; and shall make
reports to the board of directors, any committee thereof, and the stockholders.
He shall also exercise such additional authority and perform such additional
duties as the Board shall assign to him. Unless the Board otherwise determines,
the President shall be the chief executive officer of the corporation.
The 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 him.
The Treasurer shall be the principal financial officer of the
corporation and shall exercise such authority and perform such duties as the
Board of Directors shall assign to him.
All other officers of the corporation shall exercise such
authority and perform such duties as may be provided for in the resolutions or
instruments choosing them and prescribing their authority and duties.
6. RESOLUTIONS AND INSTRUMENTS - EFFECT. The Secretary
of the corporation shall keep, or cause to be kept, with the Bylaws of the
corporation a copy of every resolution or instrument designating and choosing
officers and prescribing their qualifications, tenure, authority, duties,
compensation, and other appropriate incidents and attributes of office; and each
such resolution or instrument shall be deemed to be a component part of these
Bylaws.
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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. Subject to the foregoing, if
the fiscal year is not fixed, the fiscal year shall end on the Saturday closest
to January 31 of each year.
ARTICLE VI
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to
adopt new Bylaws shall be vested in the stockholders, and such power also may be
conferred concurrently upon the directors, provided that the control of any
Bylaw, other than an initial Bylaw, which provides for the election of directors
by classes for staggered terms shall be vested in the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and
correct copy of the Bylaws of Shoe Sourcing, Inc., a Kansas corporation, as in
effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated:
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Secretary of Shoe Sourcing, Inc.
(SEAL)
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