Famous Footwear 2004 Annual Report Download - page 84

BYLAWS
of
Brown Shoe Company, Inc.
_____________
ARTICLE I
Meetings of Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall be held at such place within or without the State of New York as may from time
to time be fixed by resolution of the Board of Directors on the fourth Thursday in May in each and every year (or if said day be a legal holiday, then on the
next succeeding day not a legal holiday), at eleven o’clock in the forenoon; provided, however, that the day and time fixed for such meeting in any year may be
changed by resolution of the Board of Directors to such other day not a legal holiday and to such other time as the Board of Directors may deem desirable or
appropriate. If no other place for the annual meeting is determined by the Board of Directors and specified in the notice of such meeting, the annual meeting
shall be held at the principal offices of the Company. The annual meeting of stockholders shall be held for the purpose of electing directors and transacting
only such other business as may be properly brought before the meeting.
Section 2. Notice of Stockholder Business at Annual Meeting . In addition to any other requirements imposed by or pursuant to law, the Company’s
Certificate of Incorporation or these Bylaws, to be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, or (c), subject to
Article II, Section 8 hereof, otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be
delivered to or mailed and received at the principal executive offices of the Company, not less than 90 days nor more than 120 days prior to the meeting;
provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press
release reported by the Dow Jones, Associated Press, Reuters or comparable national news service, or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A
stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for conducting such business at the annual