AMENDMENTS TO BYLAWS
WHEREAS, this Board of Directors deems it to be in the best
interests of Countrywide Credit Industries, Inc. (the "Corporation")
to amend its bylaws as set forth below;
NOW THEREFORE, BE IT RESOLVED, That Article II, Sections 1, 3
and 10; Article III, Sections 4, 9 and 12; Article V, Sections 1, 2 and
4; Article VI, Section 1; and Article VII, Section 6 the Bylaws of the
Corporation are hereby amended to read as follows:
Article II, Section 1: Place of Meeting, Etc.
All meetings of the shareholders shall be held at such dates, times and
places within or without the State of Delaware as shall be determined
by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer and as shall be stated in the notice of the meeting,
or in a duly executed waiver of notice thereof, except as otherwise
provided in these Bylaws. If the place of any meeting is not so fixed,
it shall be held at the principal executive office of the Corporation
in the State of California.
Article II, Section 3: Special Meeting
Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board or the Chief Executive Officer
and shall be called by the Chief Executive Officer or the Secretary
upon the written request of a majority of the directors. Such request
shall state the purpose or purposes of the proposed meeting. At such
meetings the only business which may be transacted is that relating to
the purpose or purposes set forth in the notice thereof.
Article II, Section 10: Conduct of Meetings
At each meeting of the shareholders, the Chairman of the Board or, in
his absence, the Vice Chairman of the Board or, in his absence, the
Chief Executive Officer or, in his absence, the President or, in his
absence, one of the Executive Vice Presidents, in order of seniority,
or in their absence, one of the Senior Managing Directors, in order of
seniority, or in their absence, one of the Managing Directors, in order
of seniority, shall act as Chairman of the meeting. The Secretary or,
in his absence, any person appointed by the Chairman of the meeting
shall act as Secretary of the meeting and keep the minutes thereof. The
order of business at all meetings of the shareholders shall be as
determined by the Chairman of the meeting.
Article III, Section 4: Resignations
Any director may resign at any time by giving written notice of his
resignation to the Chairman of the Board, the Chief Executive Officer,
the President or the Board. Any such resignation shall take effect at
the time specified therein or if the time when it shall become
effective shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Article III, Section 9: Special Meeting
Special meetings of the Board may be called by the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer or
the President and shall be called by the Chief Executive Officer or the
Secretary upon the written request of a majority of the directors. Such
request shall state the purpose or purposes of the meeting.
Article III, Section 12: Conduct of Meetings
At each meeting of the Board, the Chairman of the Board or, in his
absence, the Vice Chairman of the Board or, in his absence, the Chief
Executive Officer or, in his absence, the President or, in his absence,
another chosen by a majority of the directors present shall act as
Chairman of the meeting. The Secretary or, in his absence, any person
appointed by the Chairman of the meeting shall act as Secretary of the
meeting and keep the minutes thereof. The order of business at all
meetings of the Board shall be as determined by the Chairman of the
meeting.
Article V, Section 1: Executive Officers, Etc.
The executive officers of the Corporation shall be a Chairman of the
Board, a Vice Chairman of the Board, a Chief Executive Officer, a
President, one or more Executive Vice Presidents, one or more Senior
Managing Directors, one or more Managing Directors, one or more Senior
Vice Presidents, one or more Vice Presidents, a Secretary and a
Treasurer. The Board may also elect or appoint such other officers as
it deems necessary or desirable for the conduct of the business of the
Corporation. Any two or more offices may be held by the same person,
except the offices of Chief Executive Officer and Secretary.
Article V, Section 2: Duties
(a) The Chairman of the Board: The Chairman of the Board of
Directors shall preside at all meetings of the shareholders
and directors and shall have such other powers and duties as
may be assigned by the Board from time to time.
(b) The Vice Chairman of the Board: The Vice Chairman of the Board
shall perform, in the absence or disability of the Chairman of
the Board, the duties and exercise the powers of the Chairman
of the Board and shall generally assist the Chairman of the
Board and perform such other duties as the Board of Directors
or the Chairman of the Board shall prescribe.
(c) The Chief Executive Officer: The Chief Executive Officer shall
have general and active management and control of the business
and affairs of the Corporation, subject to the control of the
Board of Directors, shall be ex officio a member of all
standing committees, and shall see that all orders and
resolutions of the Board are carried into effect.
(d) The President: The President shall participate with the Chief
Executive Officer in determining the Corporation's strategic
direction, shall perform, in the absence or disability of the
Chief Executive Officer, the duties and exercise the powers of
the Chief Executive Officer, and shall perform such other
duties as the Board of Directors shall prescribe.
(e) Executive Vice Presidents: The Executive Vice President or, if
there be more than one, the Executive Vice Presidents, in
order of their seniority or in any other order determined by
the Board, shall perform, in the absence or disability of the
President, the duties and exercise the powers of the President
and shall generally assist the President and perform such
other duties as the Board of Directors or the Chief Executive
Officer shall prescribe.
(f) Senior Managing Directors: The Senior Managing Director, or if
there be more than one, the Senior Managing Directors, in
order of their seniority or in any other order determined by
the Board, shall perform, in the absence or disability of the
Executive Vice President or, if there be more than one, in the
absence or disability of all Executive Vice Presidents, the
duties and exercise the powers of the Executive Vice President
and shall perform such other duties as the Board of Directors
or the Chief Executive Officer shall prescribe.
(g) Managing Directors: The Managing Director or, if there be more
than one, the Managing Directors, in order of their seniority
or in any other order determined by the Board, shall generally
assist the Senior Managing Director, or if there be more than
one, the Senior Managing Directors, and perform such other
duties as the Board of Directors or the Chief Executive
Officer shall prescribe.
(h) Senior Vice Presidents: The Senior Vice President or, if there
be more than one, the Senior Vice Presidents, in order of
their seniority or in any other order determined by the Board,
shall perform such duties as the Board of Directors or the
Chief Executive Officer shall prescribe.
(i) Vice Presidents: The Vice President or, if there be more than
one, the Vice Presidents, in order of their seniority or in
any other order determined by the Board, shall perform such
duties as the Board of Directors or the Chief Executive
Officer shall prescribe.
(j) The Secretary: The Secretary shall attend all meetings of the Board
and all meetings of the shareholders and shall record all votes and
the minutes of all proceedings in books to be kept for that purpose
and shall perform like duties for the standing committees when
required. Except as otherwise provided by these Bylaws or as directed
by the Board, he shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer. He shall keep
in safe custody the seal of the Corporation and, when authorized by
the Board, he shall affix the same to any corporate instrument and,
when so affixed, it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary or Assistant
Treasurer. He shall keep in safe custody such books and records as the
Board may direct and shall perform all other duties incident to the
office of Secretary, or as may be prescribed by the Board of Directors
or the Chief Executive Officer.
(k) The Treasurer: The Treasurer shall have the care and custody
of the corporate funds, he shall keep full and accurate
accounts of receipts and disbursements in books belonging to
the Corporation, and he shall perform all other duties
incident to the office of Treasurer, or as may be prescribed
by the Board of Directors or the Chief Executive Officer.
Article V, Section 4: Resignations
Any officer may resign at any time by giving written notice of his
resignation to the Chairman of the Board, the Chief Executive Officer,
the President or the Board. Any such resignation shall take effect at
the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Article VI, Section 1: Certificates
Certificates for the Corporation's capital stock shall be in such form
as required by law and as approved by the Board. Each such certificate
shall be signed in the name of the Corporation by the Chairman of the
Board or the Vice Chairman of the Board or the Chief Executive Officer
or the President or any Executive Vice President or any Senior Managing
Director or any Managing Director and by the Secretary or the Treasurer
or any Assistant Secretary or any Assistant Treasurer, and shall bear
the seal of the Corporation or a facsimile thereof. If any such
certificate is countersigned by a transfer agent, or registered by a
registrar, other than the Corporation itself or its employees, the
signature of any such officer may be a facsimile signature. In case of
any officer who shall have signed or whose facsimile signature was
placed on any such certificate shall have ceased to be such officer
before such certificate shall be issued, it may nevertheless be issued
by the Corporation with the same effect as if he were such officer at
the date of issue.
Article VII, Section 6: Proxies in Respect of Securities of Other
Corporations
Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer, the President, an Executive Vice
President, a Senior Managing Director, or a Managing Director may from
time to time appoint an attorney or attorneys or agent or agents, of
the Corporation, in the name and on behalf of the Corporation to cast
the votes which the Corporation may be entitled to cast as the holder
of stock or other securities in any other corporation any of whose
stock or other securities may be held by the Corporation, at meetings
of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation, and may
instruct the person or persons so appointed as to the manner of casting
such votes or giving such consents, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.