EXHIBIT 3.11
CANADA BUSINESS
CORPORATIONS ACT
FORM 9
ARTICLES OF AMALGAMATION
(SECTION 179)
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1 - Name of Amalgamated Corporation
BROWN SHOE COMPANY OF CANADA LIMITED
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2 - The Place within Canada where the registered office is to be situated
1857 Rogers Road,
Perth, Ontario.
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3 - The classes and any maximum number of shares that the corporation is
authorized to issue
See Schedule "A" attached.
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4 - Restrictions if any on share transfers
No shares of the capital stock of the Corporation shall be transferred
without the express sanction of the Directors, as signified by a resolution of
the board.
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5 - Number (or minimum and maximum number) of directors
There shall be a minimum of three Directors and a maximum of five
Directors.
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6 - Restrictions if any on business the corporation may carry on
None.
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7 - Other provisions if any
None.
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8
The amalgamation agreement has been approved by special [ ]
resolutions of shareholders of each of the amalgamating
corporations listed in item 10 below in accordance with
Section 177 of the Canada Business Corporations Act.
The amalgamation agreement has been approved by a resolution [X]
of the directors of each of the amalgamating corporations
listed in Item 10 below in accordance with Section 178 of the
Canada Business Corporations Act. These articles of
amalgamation are the same as the articles of incorporation
(name the designated amalgamating corporation)
Brown Shoe Company of Canada Limited
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9 - Name of the amalgamating corporation the by-laws of which are to be the
by-laws of the amalgamated corporation.
Brown Shoe Company of Canada Limited
<Table>
<Caption>
10 - Name of
Amalgamating Description
Corporations Corporation No. Signature Date of Office
------------ --------------- --------- ---- -----------
Brown Shoe Company of Canada Limited 33033 /s/ D. Carr Gamble, Jr. 5-19-81
D. Carr Gamble, Jr.
Vice President
O.S.I. of Canada 115107 /s/ Robert D. Pickle 5-19-81
Robert D. Pickle
Assistant Secretary
</Table>
SCHEDULE "A"
"The authorized capital of the Company shall consist of thirty-one
thousand five hundred (31,500) five per cent (5%) Non-cumulative
Non-participating Redeemable Class "A" Shares and eighty-nine thousand one
hundred and sixty-six (89,166) Class "B" Shares.
The said five per cent (5%) Non-cumulative Non-participating Redeemable
Class "A" Shares (hereinafter referred to as the Class "A" Shares) and the said
Class "B" Shares shall respectively carry and be subject to the following
preferences, rights, conditions, restrictions, and limitations, that is to say:-
(a) Dividends: The holders of record of the Class "A" Shares shall be
entitled to receive, when and as declared by the board of directors, out of the
moneys of the Company properly applicable to the payment of dividends,
non-cumulative preferential dividends at the rate of five per cent (5%) per
annum, and no more, on the capital for the time being paid up thereon, payable
at such times, in such amounts, at such place or places as the board of
directors may from time to time determine. No dividends shall hereafter be paid
or declared and set apart for payment in any calendar year on or in respect of
any other shares of the Company unless dividends aggregating five per cent (5%)
per share on all then outstanding Class "A" Shares shall have been paid or
declared and set apart for payment during such calendar year.
(b) Liquidation: In the event of the liquidation, winding up or
dissolution of the Company or on any distribution of assets, other than by way
of dividends, no sum whatsoever shall be paid to nor shall any assets whatsoever
be distributed among the holders of any other shares of the Company until there
shall have been paid or set apart for payment to the holders of the Class "A"
Shares the amount of capital paid up thereon respectively plus a sum equal to
any dividend then declared thereon and remaining unpaid, and the holders of the
Class "A" Shares shall
be entitled to be paid all such moneys out of the assets of the Company by
preference over and in priority to the holders of any other shares of capital
stock of the Company, but the holders of the Class "A" Shares shall not have the
right or be entitled to any further participation in the assets of the Company.
(c) Purchase: Subject to the provisions of section 32 (2) of the Canada
Business Corporation Act, the Company, by resolution of its board of directors,
shall have the right at any time or from time to time to purchase (if
obtainable) for cancellation the whole or any part of the Class "A" Shares then
outstanding by private contract (with the unanimous consent of the holders of
all the outstanding Class "A" Shares) or after invitation for tenders addressed
to all holders of record of the Class "A" Shares at a price or prices not
exceeding the amount paid up thereon respectively plus an amount equal to any
dividends then declared thereon and remaining unpaid and plus a cost of
purchase. If, upon any invitation for tenders under the provisions of this
paragraph Class "A" Shares are tendered to the Company in excess of the number
of Class "A" Shares which the Company is prepared to purchase, then the Class
"A" Shares to be purchased by the Company shall be purchased as nearly as may be
pro rata to the number of Class "A" Shares tendered by each shareholder who
submits a tender to the Company. Notwithstanding the foregoing, with the consent
of the holders of all outstanding Class "A" Shares any Class "A" Shares may be
purchased for cancellation by selecting for that purpose all or any of the
shares of any particular holder or holders.
(d) Redemption: Subject to the provisions of section 34(2) of the
Canada Business Corporations Act, the Company, by resolution of its board of
directors, shall have the right, at its option, at any time to redeem all or
from time to time to redeem any of the Class "A" Shares upon giving notice as
hereinafter provided, on payment of the redemption price, viz., the
amount of capital paid upon the Class "A" Shares to be redeemed plus an amount
equal to any dividends then declared thereon and remaining unpaid. If less than
all the outstanding Class "A" Shares are to be redeemed, the shares so to be
redeemed shall be selected, as nearly as maybe, pro rata, disregarding
fractions, from amongst the holders of all the then outstanding Class "A"
Shares, provided, however, that with the consent of all such holders, such
selection may be made in any manner whatever, which may include the selection of
all or any of the shares of any particular holder or holders. The Company shall,
at least twenty-one (21) days prior to the date fixed for redemption, give
notice in writing to each person, who at the date of giving of such notice, is a
registered holder of any of the Class "A" Shares so to be redeemed, of the
intention of the Company to redeem the same. Such notice shall be given by
posting the same in a prepaid registered letter addressed to the registered
holder at the last address of such holder appearing on the books of the Company
or, in the event of the address of any such holder not so appearing, then to the
last known address of such holder. Such notice shall set out the number of Class
"A" Shares so to be redeemed held by the person to whom it is addressed, the
date of which such redemption is to take place and the place or place fixed for
payment of the redemption price. Every such notice shall be deemed to have been
given on the day of the mailing thereof. If notice of redemption to be given as
aforesaid and an amount sufficient to redeem the Class "A" Shares called for
redemption be deposited with any bank or trust company, at the place where the
head office of the Company is then situated, of which notice shall have been
given, to the credit of a special account for the holders of such shares, or in
any other place or places specified by the notice, on or before the date fixed
for redemption, the holders of such shares shall thereafter have no rights in or
against the Company and no other rights, except to receive payment out of the
money so deposited on presentation and surrender of the certificates
representing such shares so called for redemption.
(e) Voting: The holders of the Class "A" Shares and of the Class "B"
Shares shall, at all meeting of shareholders, have one (1) vote for each
outstanding Class "A" or Class "B" Share held by them respectively.
(f) General: Upon any purchase or redemption for cancellation under
paragraphs (c) or (d) thereof, the stated capital account maintained for the
Class "A" Shares shall be adjusted in accordance with Section 37 (1) of the
Canada Business Corporations Act.
No Class "A" Shares purchased or redeemed by the Company under
paragraphs (c) or (d) hereof may be re-issued.
All payment to be made hereunder on or in respect of the Class "A"
Shares, whether on account of capital, dividends or otherwise, shall be made in
U.S. funds.
The term "U.S. funds" wherever used herein means such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts in the United States of America.
CERTIFICATE OF AMENDMENT
CANADA BUSINESS
CORPORATIONS ACT
<Table>
BROWN SHOE COMPANY OF CANADA, LTD. 115106
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NAME OF CORPORATION NUMBER
</Table>
I hereby certify that the Articles of the above-mentioned Corporation were
amended under Section 171 of the Canada Business Corporations Act as set out in
the attached Articles of Amendment.
/s/ [signature illegible] August 18, 1982.
Director Date of Amendment
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
<Table>
1 - Name of Corporation 2 - Corporation No.
BROWN SHOE COMPANY OF CANADA LIMITED 115106
</Table>
3 - The articles of the above-named corporation are amended as follows:
The name of the above named Corporation is hereby changed to BROWN SHOE COMPANY
OF CANADA, LTD.
<Table>
<Caption>
Date Signature Description of Office
July 23, 1982 [signature illegible] Director
Filed
August 24, 1982
</Table>
CERTIFICATE OF AMENDMENT
CANADA BUSINESS
CORPORATIONS ACT
<Table>
BROWN SHOE COMPANY OF CANADA LTD 115106-1
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NAME OF CORPORATION NUMBER
</Table>
I hereby certify that the Articles of the above-mentioned Corporation were
amended under Section 171 of the Canada Business Corporations Act as set out in
the attached Articles of Amendment.
/s/ [signature illegible] September 14, 1992
Director Date of Amendment
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
<Table>
1 - Name of Corporation 2 - Corporation No.
BROWN SHOE COMPANY OF CANADA LTD 115106
</Table>
3 - The articles of the above-named corporation are amended as follows:
La denomination sociale de la societe est changee pour y ajouter la version
francaise suivante:
"CHAUSSURES BROWN DU CANADA LTEE"
de sorte que la raison sociale de law societe, dans ses deux (2) versions devra
se lire comme suit:
"BROWN SHOE COMPANY OF CANADA LTD/CHAUSSURES BROWN DU CANADA LTEE"
<Table>
<Caption>
Date Signature Description of Office
11 aout 1992 [signature illegible] President
Filed
September 14, 1992
</Table>
CERTIFICATE OF AMENDMENT
CANADA BUSINESS
CORPORATIONS ACT
<Table>
BROWN SHOE COMPANY OF CANADA, LTD. 115106-1
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NAME OF CORPORATION NUMBER
</Table>
I hereby certify that the Articles of the above-mentioned corporation were
amended under Section 179 of the Canada Business Corporations Act as set out in
the attached Articles of Amendment.
/s/ [signature illegible] November 20, 2001
Director Date of Amendment
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 171)
<Table>
1 - Name of Corporation 2 - Corporation No.
BROWN SHOE COMPANY OF CANADA LIMITED 115106
</Table>
3 - The articles of the above-named corporation are amended as follows:
to change the size of the Board from a minimum of three and a maximum of
five to a minimum of one and a maximum of ten.
<Table>
<Caption>
Date Signature Description of Office
November 16, 2001 [signature illegible] President
Filed
November 19, 2001
</Table>