Exhibit 3.27
ARTICLES OF INCORPORATION
OF
PSS INVESTMENT I, INC.
Pursuant to Title 7, Chapter 78 of the Nevada Revised Statutes
I, Sarah Jane Westover, as the sole incorporator, for the
purpose of establishing a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of the Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada (the "Law"), do hereby adopt the
following Articles of Incorporation:
FIRST: The name of the corporation is PSS Investment I, Inc.
SECOND: The principal office of the corporation within the
State of Nevada is to be located c/o The Corporation Trust Company of Nevada,
One East First Street, Town of Reno (89501), County of Washoe.
THIRD: The corporation designates The Corporation Trust
Company of Nevada as its registered agent for the purpose of accepting service
of process on behalf of the corporation in the State of Nevada. The address of
the registered agent is One East First Street, Town of Reno, Nevada (89501),
Count of Washoe.
FOURTH: The purpose of the corporation is to engage in any
lawful act or activity, subject to expresses limitations, if any, for which
corporations may be organized under the law.
FIFTH: 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 designed as Common Stock. All of the 100 authorized shares of Common
Stock, $1.00 par, shall be issued.
SIXTH: The governing board of the corporation shall be styled
as a "Board of Directors," and any member of said Board shall be styled as a
"Director." The number of directors may from time to time be increased or
decreased in such manner as shall be provided by the by-laws of this
corporation.
The first Board of Directors shall consist of the following
member located at the below-captioned address:
NAME ADDRESS
---- -------
Jan R. Kniffen c/o The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
SEVENTH: The capital stock, after the amount of the
subscription price or par value has been paid in, shall not be subject to
assessment to pay corporate debts.
EIGHTH: The name and mailing address of the sole incorporator
is as follows:
NAME ADDRESS
---- -------
Sarah Jane Westover c/o The May Department Stores Company
611 Olive Street, Suite 1750
St. Louis, Missouri 63101
NINTH: The corporation shall have perpetual existence.
TENTH: 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.
ELEVENTH: A director or officer of the corporation shall not
be liable to the corporation or its shareowners for monetary damages for breach
of fiduciary duty as a director or officer, except to the extent such exemption
from liability or limitation thereof is not permitted under Section 78.300 of
the Law as currently in effect or as the same may hereafter be amended. No
amendment, modification or repeal of this Article Eleventh shall adversely
affect any right or protection of a director or officer that exists at the time
of such amendment, modification or repeal.
TWELFTH: The corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon
shareowners 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 25th day of August, 1992.
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_______________________________
Sarah Jane Westover
Sole Incorporator
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
On this 25th day of August, 1992, personally appeared before
me, a Notary Public in and for the State and City aforesaid, Sarah Jane
Westover, known to me to be the person described in and who executed the
foregoing Articles of Incorporation, and who acknowledged to me that she
executed the same freely and voluntarily and for the uses and purposes therein
mentioned.
WITNESS my hand and official seal, the day and year first
above written
__________________________
Notary Public
MARIA G. GREENWELL
NOTARY PUBLIC, STATE OF MISSOURI
MY COMMISSION EXPIRES 10/4/92
CITY OF ST. LOUIS
ARTICLES.NV
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