Exhibit 3.36
BY-LAWS
OF
PSS CANADA, INC.
ARTICLE I
MEETINGS OF SHAREOWNERS
Annual Meetings of Shareowners shall be held on the last Monday in June
of each year. All meetings of Shareowners (including the annual meetings) shall
be held at such place either within or without the State of Kansas as shall be
determined by the Board of Directors.
ARTICLE II
NUMBER OF DIRECTORS
The number of directors to constitute the Board of Directors of the
Corporation shall be determined by the Shareowners of the Corporation at each
Annual Meeting of the Shareowners, except that the Shareowners may create new
directorships at any special meeting. If the number of Directors is not
determined by the Shareowners at any Annual Meeting, the number Directors shall
remain the same as it was immediately preceding such Annual Meeting.
ARTICLE III
ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
at a meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all Directors.
ARTICLE IV
OFFICERS
The Officers of the Corporation shall be elected by the Board of
Directors and shall consist of a President and a Secretary and such other
Officers as the Board of Directors may deem necessary and proper.
The Officers shall have the power and duty to see that all orders and
resolutions of the Board of Directors are carried into effect.
ARTICLE V
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article V, the corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, Officer, Employee or Agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article V, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 3. Authorization of Indemnification. Any indemnification under
this Article V (unless ordered by a court) shall be made by the Corporation only
in accordance with the terms of any agreement to which the Corporation is a
party and as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2 of this Article V. Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
Shareowners. To
-2-
the extent, however, that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article V, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article V.
Section 5. Indemnification by Order of Court. Notwithstanding any
contrary determination in the specific case under Section 3 of this Article V,
and notwithstanding the absence of any determination thereunder, any Director,
Officer, Employee or Agent may apply to any court of competent jurisdiction in
the State of Kansas for an order requiring the indemnification of such Director,
Officer, Employee or Agent, to the extent otherwise permissible under Sections 1
and 2 of this Article V. The basis of such indemnification by a court shall be
determination by such court that indemnification of the Director, Officer,
Employee or Agent is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections 1 and 2 of this Article V.
Notice of any application for indemnification pursuant to this Section 5 shall
be given to the Corporation promptly upon the filing of such application.
Section 6. Expenses Payable in Advance. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director,
Officer, Employee or Agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Section 7. Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this Article V shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of shareowners or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article V shall be made to the fullest
-3-
extent permitted by law. The provisions of this Article V shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 1 or
2 of this Article V but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Code of the State of
Kansas, or otherwise. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Director,
Officer, Employee or Agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 8. Insurance. 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 or was serving at the request of the Corporation
as a Director, Officer, Employee or Agent of another corporation, partnership,
joint venture, trust 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 this Article V.
Section 9. Meaning of "Corporation" for Purposes of Article V. For
purposes of this Article V, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its Directors, Officers, and Employees or Agents, so that any person
who is or was a Director, Officer, Employee or Agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a Director, Officer, Employee or Agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article V with respect to the resulting or surviving
Corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
-4-