Exhibit 3.31
ARTICLES OF INCORPORATION
OF
PAYLESS SHOESOURCE DISTRIBUTION, INC.
I, Sarah Jane Westover, 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 Payless ShoeSource Distribution,
Inc.
SECOND: The corporation designates The Corporation 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 distribute products in the
United States and elsewhere in the world 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 incorporator are as
follows:
NAME MAILING ADDRESS
---- ---------------
Sarah Jane Westover c/o The May Department Stores Company
611 Olive Street, Suite 1750
St. Louis, Missouri 63101
SIXTH: The powers of the sole incorporator shall terminate upon the
filing of these Articles of Incorporation. The following individual shall serve
as the sole director of the corporation until the first annual meeting of the
shareowner or until his successor is elected and shall qualify:
NAME MAILING ADDRESS
---- ---------------
Jan R. Kniffen c/o The May Department Stores Company
611 Olive Street, 12th Floor
St. Louis, Missouri 63101
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.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: In furtherance and not in limitation of the powers conferred
by statute, the board 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 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 Ninth shall adversely affect
any right or protection of a director or officer that exists at the time of such
amendment, modification or repeal.
TENTH: 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 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 17th day of November, 1993.
___________________________
Sarah Jane Westover
Sole Incorporator
-2-