Exhibit 3.25
ARTICLES OF INCORPORATION
OF
PSS LABOR LEASING, INC.
I, Mary M. Thomas, as the sole incorporator, for the purpose
of establishing a corporation, under the provisions and subject to the
requirements of Chapter 17, Article 60, Section 17-6002 of the General
Corporation code of Kansas (the "Code"), do hereby adopt the following Articles
of Incorporation:
FIRST: The name of the corporation is PSS Labor Leasing, Inc.
SECOND: The corporation designates Corporation Services
Company, Inc., as its registered agent in the State of Kansas. The address of
the registered agent is 515 South Kansas Avenue, Topeka, Kansas 66603, Shawnee
County.
THIRD: The purpose of the corporation is to lease labor
services to related entities and for the transaction of any and all other lawful
business purposes.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 100 shares and the par value of
each of such shares shall be $1.00. All such shares shall be of one class and
shall be designated as Common Stock. All of the 100 authorized shares of Common
Stock, $1.00 par, shall be issued.
FIFTH: The name and the mailing address of the sole
incorporator is as follows:
NAME ADDRESS
---- -------
Mary M. Thomas c/o Payless ShoeSource, Inc.
Law Department
3231 East Sixth Street
Topeka, KS 66607
SIXTH: The powers of the sole incorporator shall terminate
upon the filing of these Articles of Incorporation. The following individuals
shall serve as the directors of the corporation until the first annual meeting
of the shareowner or until their successors are elected and shall qualify:
NAME ADDRESS
---- -------
James E. Zishka c/o Payless ShoeSource, Inc.
3231 East Sixth Street
Topeka, KS 66607
Lester B. Davis c/o Payless ShoeSource, Inc.
3231 East Sixth Street
Topeka, KS 66607
Jed L. Norden c/o Payless ShoeSource, Inc.
3231 East Sixth Street
Topeka, KS 66607
The number of Directors shall be as set forth in the By-laws
of this Corporation.
SEVENTH: The Corporation shall be of perpetual existence.
EIGHTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the by-laws of the Corporation.
NINTH: A director or officer of the Corporation shall not be
liable to the Corporation or its shareowner for monetary damages for breach of
fiduciary duty as a director or an officer, except to the extent such exemption
from liability or limitation thereof is not permitted under Section 17-6002 of
the Code as currently in effect or as the same may hereafter be amended. No
amendment, modification or repeal of this Article Nine shall adversely affect
any right or protection of a director or officer that exists as the time of such
amendment, modification or repeal.
TENTH: The Corporation reserves the right to amend, alter,
change, or repeal any provision contained in this Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon
the shareowner herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of
Incorporation and hereby declare and certify that the facts herein stated are
true, and accordingly have hereunto set my hand this 29th day of September,
1997.
_________________________
Mary M. Thomas
Incorporator
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