EXHIBIT 3.12
BY-LAW NO. 1
A by-law relating generally to the
transaction of the business and affairs of
BROWN SHOE COMPANY OF CANADA LTD
BE IT ENACTED as a by-law of the Corporation as follows:
ARTICLE 1
DEFINITIONS
In this by-law and in all other by-laws of the Corporation unless the context
otherwise requires:
(a) "Act" means the Canada Business Corporations Act, as and from
time to time amended;
(b) "Board" means the Board of Directors of the Corporation;
(c) "Corporation" means Brown Shoe Company of Canada Ltd;
(d) "Chairman" means the Chairman of the Board;
and terms not otherwise defined in this Article 1 shall have the respective
meaning ascribed thereto in the Act.
ARTICLE 2
BOARD
(a) The directors may by resolution fix the number of directors of
the Board.
(b) The number of directors on the Board may be changed from time
to time by resolution of the directors.
ARTICLE 3
MEETINGS OF SHAREHOLDERS
(a) Place, Time and Notice. Meetings of shareholders of the Corporation
shall be held at the registered office of the Corporation or at such other place
in Canada and at such time as the Chairman or the President may determine. If
all shareholders entitled to vote at the meeting so agree, a meeting of
shareholders may be held outside Canada. Notice of the time and place of a
meeting of the shareholders shall be sent not less than ten days before the date
of the meeting.
2.
(b) Procedure. The chairman of any meeting of shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting - Chairman, President or a Vice-President. If no such
officer be present within 15 minutes after the time fixed for holding the
meeting, the persons present and entitled to vote thereat shall choose one of
their number to be chairman. The Secretary of the Corporation shall be secretary
of any meeting of shareholders, but if the Secretary is not present, the
chairman of the meeting shall appoint some person who need not be a shareholder
to act as secretary of the meeting. If desired, one or more scrutineers, who
need not be shareholders, may be appointed by a resolution or by the chairman of
the meeting with the consent of the meeting.
(c) Quorum, Voting and Adjournments. Two or more individuals present,
each of whom is entitled to vote at a meeting of the shareholders either
personally or as the proxy of the shareholders or as the individual authorized
by a body corporate or association that is a shareholder entitled to vote
thereat, and representing either in their own right or by proxy or as an
individual so authorized, in the case of either an annual or a special meeting,
not less than 50% in number of the outstanding registered shares of the
Corporation carrying voting rights at such meeting shall constitute a quorum for
an annual meeting of shareholders of the Corporation or for a special meeting of
the shareholders of the Corporation or any class of them respectively.
It at any such meeting a quorum is not present within 30 minutes after
the time appointed for the meeting, then the meeting shall be adjourned to such
date being not less than seven days later. At such adjourned meeting the holders
of shares carrying voting rights who are present or represented shall constitute
a quorum thereat and may transact the business for which the meeting was
originally called notwithstanding that such quorum is not present throughout the
meeting.
If there is only one shareholder, the shareholder present in person or
by proxy constitutes a meeting.
(d) Right to Vote. At all meetings of shareholders each shareholder
entitled to vote thereat, each proxyholder for a shareholder entitled to vote
thereat and each individual authorized by a body corporate or association that
is a shareholder entitled to vote thereat, who shall be present at such meeting,
shall have on a show of hands one vote and, on a ballot, as many votes as are
provided for by the Act.
On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. The result of the ballot so taken
shall be the decision of the shareholders upon the said question.
(e) Addresses of Shareholders. Every shareholder shall furnish to the
Corporation an address to or at which all notices and documents intended for the
shareholder shall be sent. If no address appears in the records of the
Corporation, such notice or document may be sent to such address as may be
considered by the Secretary of the Corporation to be the most likely to result
in the notice or document reaching the shareholder.
3.
ARTICLE 4
MEETINGS OF DIRECTORS
(a) Place, Time and Notice. Immediately after the annual meeting of the
shareholders in each year, a meeting of such of the newly elected directors as
are then present may be held, provided that they shall constitute a quorum,
without notice, for the appointment of officers of the Corporation and the
transaction of such other business as may come before the meeting.
Subject to the foregoing and to the provision of any resolution of the
Board, meetings of the Board may be called at any time by the Chairman or the
President and notice of the time and place for holding any meeting of the Board
shall be given at least 48 hours prior to the time fixed for the meeting. Any
meeting so called may be held at the registered office of the Corporation or
such other place within or outside of Ontario which shall have been fixed by the
Board.
In any case when it is considered by either the Chairman or the
President in their discretion to be a matter or urgency that a directors'
meeting be convened, he may give notice of a meeting of directors by telecopier
or telephone not less than one hour before such meeting is to be held and such
notice shall be adequate for the meeting so convened.
(b) Quorum. The quorum for the transaction of business at any meeting
of the Board shall consist of a majority of the Board.
(c) Chairman. The chairman of any meeting of the Board shall be the
first mentioned of such of the following officers as have been appointed and who
is a director and is present at the meeting - Chairman, President or a
Vice-President. If all such officers are absent or unable or refuse or fail to
act, the directors present may choose a chairman from among their number. The
chairman at any meeting may vote as a director.
(d) Votes to Govern. At all meetings of the Board every question shall
be decided by a majority of the votes cast on the question. In the case of an
equality of votes, the chairman of the meeting shall not be entitled to a second
or casting vote.
ARTICLE 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation, or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
4.
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
ARTICLE 6
BY-LAWS
By-law No. 1 of the Corporation in effect prior to the date hereof is
revoked and repealed.
ENACTED this 21st day of July, 2004.
/s/ Kenneth W. Gilbertson /s/ Michael I. Oberlander
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President Secretary
RESOLVED that the foregoing by-law is confirmed by the sole shareholder of the
Corporation this day of July, 2004.
BROWN SHOE INTERNATIONAL, LLC
/s/ Michael I. Oberlander
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Name: Michael I. Oberlander
Title: Vice President, General Counsel
and Corporate Secretary
BY-LAW NO. 2
A by-law respecting the borrowing of money,
the issuing of securities and the securing of liabilities by
BROWN SHOE COMPANY OF CANADA, LTD
BE IN ENACTED as a by-law of the Corporation as follows:
1. Without limiting the borrowing powers of the Corporation as set forth in the
Canada Business Corporations Act (the "Act"), but subject to the articles and
any unanimous shareholder agreement, the Board of Directors may from time to
time on behalf of the Corporation, without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or
other evidences of indebtedness or guarantee of the
Corporation, whether secured or unsecured;
(c) to the extent permitted by the Act, give directly or
indirectly financial assistance to any persons by means of a
loan, guarantee on behalf of the Corporation to secure
performance of any present or future indebtedness, liability
or obligation of any person, or otherwise; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable, property of
the Corporation including book debts, rights, powers,
franchises and undertakings, to secure any such bonds,
debentures, note or other evidences of indebtedness or
guarantee or any other present or future indebtedness,
liability or obligation of the Corporation.
Nothing in this Section limits or restricts the borrowing of
money by the Corporation on bills of exchange or promissory
notes made, drawn, accepted or endorsed by or on behalf of the
Corporation.
2. The Board may from time to time delegate to a director or an officer of the
Corporation or any other person as may be designed by the Board all or any of
the powers conferred on the Board by Section 1 above or by the Act to such
extent and in such manner as the board may determine at the time of such
delegation.
ENACTED this 16th day of November, 2001.
/s/ Ronald A. Fromm /s/ Michael I. Oberlander
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President Secretary
RESOLVED that the foregoing is adopted by the directors as a by-law of the
Corporation this 16th day of November, 2001.
/s/ David H. Schwartz /s/ Richard C. Schumacher
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David H. Schwartz Richard C. Schumacher
/s/ Kenneth W. Gilbertson /s/ Barry J. Denby
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Kenneth W. Gilbertson Barry J. Denby
/s/ Jean Guy Vaudry
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Jean Guy Vaudry
RESOLVED that the foregoing by-law is confirmed by the shareholder of the
Corporation this 16th day of November, 2001.
BROWN GROUP INTERNATIONAL, INC.
/s/ Richard C. Schumacher
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Name: Richard C. Schumacher
Title: Vice President