Exhibit 3.5
ARTICLES OF INCORPORATION
OF
PAYLESS SHOESOURCE WORLDWIDE, 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
Worldwide, 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 develop, promote,
hold, license, protect and defend intellectual property used by Payless
ShoeSource, Inc., its subsidiaries and affiliates 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
is as follows:
NAME 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 ADDRESS
---- -------
Jan R. Kniffen c/o The May Department Stores Company
611 Olive Street, Suite 1750
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 25th day of June, 1993.
_____________________________________
Sarah Jane Westover
Incorporator
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