Exhibit 3.3
RESTATED ARTICLES OF INCORPORATION
OF
PAYLESS SHOESOURCE, INC.
Pursuant to the provisions of Sections 351.106 of the Missouri
General and Business Corporation Law (the "GBCL"), the undersigned Corporation,
originally incorporated under the name Volume Distributions, Inc. on October 30,
1961, pursuant to a resolution adopted by its sole shareholders as of April 20,
1999, such shareholders owning 10,000,000 shares of the Corporation's Common
Stock, which represents all of the Corporation's issued and outstanding stock as
of the date hereof, hereby executed its Restated Articles of Incorporation.
These Restated Articles of Incorporation correctly set forth
without change the corresponding provisions of the Articles of Incorporation as
theretofore amended and restated, and these Restated Articles of Incorporation
supercede the original Articles of Incorporation and all amendments and
restatements thereto.
FIRST: The name of the corporation is Payless ShoeSource,
Inc., (the "Corporation").
SECOND: The Corporation's registered agent shall be
Corporation Services Company d/b/a CSC-Lawyers Incorporating Service Company at
222 East Dunklin Street, Jefferson City, Missouri 65101.
THIRD: The aggregate number of shares that the Corporation
shall have the authority to issue is 10,000,000 shares of Common Stock, par
value $0.1 per share.
FOURTH: The number of directors constituting the first Board
of Directors is FIVE (5). The number of directors to constitute all subsequent
Boards of Directors shall be fixed by, or in the manner provided in, the
Corporation's bylaws. Any change in the number of directors constituting the
Board of Directors shall be reported by the Corporation to the Missouri
Secretary of State within 30 calendar days after such change.
FIFTH: Elections of directors at an annual or special meeting
of shareholders shall be by written ballot unless the Bylaws of the Corporation
shall otherwise provide.
SIXTH: The Corporation shall have perpetual existence,
SEVENTH: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the GBCL.
EIGHTH: The Bylaws of the Corporation may be amended,
altered, changed or rescinded only by a vote of sixty-six and two-thirds percent
(66 2/3%) of the entire Board of Directors.
NINTH: Special meetings of the shareholders of the
Corporation for any purpose or purposes may be called at any time by the Board
of Directors, the Chairman of the Board of Directors or the President. Special
meetings of shareholders of the Corporation may not be called by any other
person or persons.
TENTH:
A. Indemnification of Officers, Directors and Others.
The Corporation shall indemnify to the fullest extent authorized or
permitted by law (as now or hereafter in effect) any person made, or
threatened to be made, a party to or otherwise involved in any action
or proceeding (whether civil or criminal or otherwise) by reason of the
fact that he, his testator or intestate, is or was a director or
officer of the Corporation or by reason of the fact that such director
or officer, at the request of the Corporation, is or was serving any
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, in any capacity. Nothing contained herein
shall affect any rights to indemnification to which employees other
than directors and officers may be entitled by law. No amendment or
repeal of this Article TENTH shall apply to or have any effect on any
right to indemnification provided hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.
B. Insurance, Indemnification Agreements and Other
Matters. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of
the Corporation, or is serving at the request of the Corporation as a
director, officer, employee or agent or another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability under the provisions of the law. The Corporation may
create a trust fund, grant a security interest and/or use other means
(including, without limitation, letters of credit, surety bonds and/or
other similar agreements), as well as enter into contracts providing
for indemnification to the fullest extent authorized or permitted by
law and including as part thereof any or all of the foregoing, to
ensure the payment of such sums as may become necessary to effect full
indemnification.
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C. Nonexclusivity. The right to indemnification
conferred in this Article TENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
these Articles of Incorporation of the Corporation, or the Bylaws or
any agreement, vote of shareholders or directors or otherwise.
ELEVENTH: The Corporation reserves the right at any time and
from time to time to make, amend, alter, change, or rescind any provision
contained in these Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon shareholders herein are
granted subject to this reservation.
TWELFTH: Notwithstanding the fact that a lesser percentage
may be specified by the GBCL, these Articles of Incorporation or the Bylaws of
the Corporation, any proposal to amend, repeal or adopt any provision of these
Articles of Incorporation shall require the affirmative vote of the holders of
not less than a majority of the outstanding shares of stock of the Corporation
entitled to vote thereon, provided, however, any proposal to amend, repeal or
adopt any provision of these Articles of Incorporation which is not recommended
by the affirmative vote of a majority of the entire Board of Directors shall
require the affirmative vote of the holders of not less than sixty-six and
two-thirds percent (66-2/3%) of the outstanding shares of stock of the
Corporation entitled to vote thereon.
THIRTEENTH: The names of the original incorporators listed in
the Restated Articles of Incorporation filed with the Missouri Secretary of
State on April 15, 1981, are Roger A. Lagenheim, L. Theodore Reinoehl and James
L. Viani.
IN WITNESS WHEREOF, the undersigned, William J. Rainey, Senior
Vice President, General Counsel and Secretary and Mary M. Thomas, Assistant
Secretary, of Payless ShoeSource, Inc., have executed these Restated Articles of
Incorporation and have affixed the corporate seal of Payless ShoeSource, Inc.
hereto and attested said seal on the 13th day of May, 1999.
PAYLESS SHOESOURCE, INC.
______________________________________
William J. Rainey
Senior Vice President, General Counsel
and Secretary
______________________________________
Mary M. Thomas
Assistant Secretary
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