Exhibit 3(b)
BROWN SHOE COMPANY, INC.
A New York Corporation
BYLAWS
Effective: February 5, 2004
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, th