Exhibit 3(b)
Effective February 6, 1996
SEARS ROEBUCK
ACCEPTANCE CORP.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The corporation may have offices at such places
within the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held
at the office of the corporation in Wilmington, Delaware, or at
such other place within or without the State of Delaware and the
United States of America as shall be designated in the notice of
the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings of Stockholders for the election
of Directors and for transaction of such other business as may
properly be brought before the meeting shall be held on the
second Monday of May in each year if not a legal holiday, and if
a legal holiday, then on the next secular day following at 10:00
A.M., or at such time and on such other date as the Board of
Directors shall each year fix.
Section 3. Special Meetings of the Stockholders, for any
purpose or purposes, may be called to be held at any time by a
majority of the members of the Board of Directors then in office,
or at the request in writing, addressed to the President or the
Secretary, of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 4. Written notice of the time and place of each
Annual Meeting of Stockholders, and of the time, place and
purpose or purposes of each Special Meeting of Stockholders,
shall be given by the Secretary, either personally or by mail, to
each stockholder entitled to vote at such meeting, not less than
ten nor more than sixty days before the date of such meeting,
except when otherwise required by law. If mailed, the notice
shall be addressed to each stockholder entitled to vote at such
meeting at his address.
Section 5. Business transacted at all Special Meetings
shall be confined to the objects stated in the call.
Section 6. The holders of a majority of the total number of
outstanding shares of the stock of the corporation entitled to
vote, present in person or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At any adjourned meeting
at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as
originally convened.
Section 7. If a quorum is present at any meeting of
stockholders, the vote of the holders of a majority of the stock
then outstanding and entitled to vote present in person or
represented by proxy shall be sufficient for the transaction of
any business, unless otherwise provided by law.
Section 8. At each meeting of the stockholders, each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than
three years prior to said meeting, unless said instrument
provides for a longer period. At all elections of directors of
the corporation, each stockholder shall be entitled to as many
votes as shall equal the number of votes which (except for such
provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute
them among the number to be voted for, or for any two or more of
them as he may see fit.
Section 9. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with
any corporate action by any provisions of the statutes or of the
certificate of incorporation or of these By-Laws, the meeting and
vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. The business, property and officers of the
Company shall be managed and controlled by a Board of Directors.
The number of directors of the Company shall be fixed and may
from time to time be increased or decreased by the Board of
Directors or the stockholders but in no event shall the number of
directors be less than five or more than twelve. The directors
shall be elected at the Annual Meeting of the Stockholders,
except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor shall be
elected and shall qualify. Directors may be removed at any time
by the vote of the holders of a majority of the stock then
outstanding and entitled to vote. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by the stockholders, and the
directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 3. Any director may resign at any time by giving
written notice to the President or to the Secretary of the
Company. Such resignation shall take effect at the date of
receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such
resignation by the Board of Directors shall not be necessary to
make it effective.
MEETINGS OF THE BOARD
Section 4. The Board of Directors may hold its meetings,
both regular and special, either within or without the State of
Delaware, as the Board of Directors may from time to time
determine.
Section 5. A meeting of the Board of Directors to be known
as the annual meeting of the Board of Directors shall be held
following the meeting of the stockholder at which such Board of
Directors is elected, at the same place as the annual meeting of
the stockholder is held or as shall otherwise be fixed by the
Board of Directors, for the purpose of electing the officers of
the Corporation and the standing committees of the Board of
Directors, and of transacting such other business as may properly
come before the meeting. It shall not be necessary to give
notice of this meeting.
Section 6. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time
to time be determined by the board.
Section 7. Special meetings of the Board of Directors may
be called by the President or Secretary on the written request of
two directors. Written notice of special meetings of the Board
of Directors shall be given to each director at least two days
before the date of the meeting.
Section 8. At all meetings of the Board of Directors, the
presence of a majority of all directors in office at the time
shall constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of
Directors. If a quorum is not present at any meeting of the
Board of Directors, a majority of the directors present may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Any action that may be taken at a meeting of the
Board of Directors or of any committee thereof, may be taken as
follows: (i) without a meeting if all members of the Board or of
a committee of the Board, as the case may be, consent thereto in
writing; or (ii) by means of a telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other -- provided a majority of such
members consent in writing to the recording of such
communications in the corporate records -- in which case such
participation shall constitute presence in person at a meeting.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also
be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation, or of these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the corporation shall
be elected by the Board of Directors at the annual meeting and
shall consist of a President, a Vice President, Finance, one or
more additional Vice Presidents, a Secretary, and one or more
Assistant Secretaries. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-
Laws otherwise provide. The Board of Directors may appoint such
other officers or agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time
by the Board.
Section 2. The Board of Directors, at its first meeting
after each annual meeting of stockholders, shall choose the
officers of the Corporation.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The officers of the corporation shall hold
office until their successors are chosen and qualify in their
stead. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the whole Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.
PRESIDENT
Section 5. The President shall be elected from among the
directors and shall be the chief executive officer of the
corporation. He shall preside at meetings of the Board of
Directors. He shall have general and active management of the
business of the corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 6. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
VICE PRESIDENTS
Section 7. The Vice Presidents shall perform such duties
as the Board of Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to
be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by
the Board of Directors, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his
signature or by the signature of an Assistant Secretary.
Section 9. The Assistant Secretaries in order of their
seniority shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties as the Board of Directors shall
prescribe.
THE VICE PRESIDENT, FINANCE
Section 10. The Vice President, Finance shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
Board of Directors.
Section 11. He shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Vice President, Finance and of the financial
condition of the corporation.
Section 12. If required by the Board of Directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 13. He shall have general charge, control and
supervision over the accounting and auditing affairs of the
corporation. He shall have the responsibility for the
preparation and maintenance of the books of account (but shall
not have access to make direct entries to these books) and of the
accounting records and papers of the corporation; shall have
responsibility for the custody and safekeeping of all permanent
records and papers of the corporation; shall supervise the
preparation of all financial statements and reports on the
operation and condition of the business; shall have
responsibility for the establishment of financial procedures,
records, and forms used by the corporation; shall have
responsibility for the filing of all financial and tax reports
and returns required by law; shall render to the President, Vice
President, or the Board of Directors, whenever they may require,
an account of his transactions as Vice President, Finance; and in
general shall have such other powers and perform such other
duties as are incident to the office of a treasurer and a
controller and as from time to time may be prescribed by the
Board of Directors or the President.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of
the corporation by, the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one
class of stock, the designations, preferences and relative,
participating, optional or other special rights of each class and
the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock.
Section 2. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the corporation and a registrar, the
signature of any such President, Vice President, Secretary or
Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or
signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be
adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates
or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.
TRANSFERS OF STOCK
Section 3. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each
Annual Meeting and when called for by vote of the stockholders at
any Special Meeting of the Stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the Company shall begin on
January 1 in 1995, and thereafter shall begin on the day after
the Saturday closest to December 31 in each year, and shall end
on the Saturday closest to December 31 in 1995 and each year
thereafter.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered or repealed at any
regular meeting of the stockholders or of the Board of Directors
or at any Special Meeting of the Stockholders or of the Board of
Directors if notice of such alteration or repeal be contained in
the notice of such Special Meeting. No change of the time or
place of the meeting for the election of directors shall be made
within sixty days next before the day on which such meeting is to
be held, and in case of any change of such time or place, notice
thereof shall be given to each stockholder in person or by letter
mailed to his last known post office address at least twenty days
before the meeting is held.
ARTICLE IX
COMMITTEES
Section 1. The Board of Directors, at its annual meeting
shall, or any adjournment thereof, shall elect from among its
members, by the vote of a majority of its members, an Executive
Committee and an Audit Committee, which shall be the standing
committees of the corporation. The Board of Directors also shall
designate the chairman of each such committee.
The Board of Directors, by the vote of a majority of its
members, may remove the chairman or any member of any committee,
and may fill from among the directors vacancies in any committee
caused by the death, resignation, or removal of any person
elected thereto.
Each standing committee may determine its own rules of
procedure, consistent with these By-Laws. Meetings of any
standing committee may be called upon direction of the President,
or the chairman of the committee. Written or telegraphic notice
of each meeting, except meetings of the Executive Committee,
shall be given to each member of the committee, by personal
delivery, or by mail or telegram addressed to him at his usual
business address, at least three days (excluding Saturdays,
Sundays, and holidays) prior to the meeting in case of notice by
mail, and at least two days (excluding Saturdays, Sundays, and
holidays) prior to the meeting in case of notice by telegram or
by personal delivery. Notice of each meeting of the Executive
Committee shall be given to each member of that committee, by
personal delivery, or by telephone, or by mail or telegram
addressed to him at his usual business address, at least twenty-
four hours prior to the meeting in the case of notice by
telephone, telegram, or personal delivery, and at least two days
(excluding Saturdays, Sundays, and holidays) prior to the meeting
in case of notice by mail. All notices which are mailed shall be
deemed to have been given when deposited in the United States
mail, postage prepaid. Notice of meetings of any standing
committee may be waived by any member of the committee. At
meetings of each standing committee, the presence of a majority
of the members of such committee shall be necessary to constitute
a quorum for the transaction of business, and, if a quorum is
present at any meeting, the action taken by a majority of the
members present shall be the act of the committee. Each standing
committee shall keep a record of its acts and proceedings - and
all action shall be reported to the Board of Directors at the
next meeting of the Board of Directors following such action.
EXECUTIVE COMMITTEE
Section 2. The Executive Committee shall consist of not
less than three members, including the President, as from time to
time shall be prescribed by the Board of Directors and shall hold
office until their respective successors are elected.
The Executive Committee, unless otherwise provided by
resolution of the Board of Directors, shall have and may
exercise, during the time between meetings of the Board of
Directors, all the powers and perform all the duties of the Board
of Directors except that said Committee shall have no authority
as to the following matters: (i) the submission to shareholders
of any action that needs shareholders' authorization under the
Delaware General Business Corporation Act; (ii) the amendment or
repeal of these By-Laws or the adoption of new By-Laws; (iii) the
amendment or repeal of any resolution of the Board of Directors
which by its terms shall not be so amendable or repealable; (iv)
action in respect of dividends to shareholders; (v) election of
officers or the designation of members of committees of the Board
of Directors or the filling of vacancies in the Board of
Directors or in any committee of the Board of Directors; and (vi)
any action which the President shall by written instrument filed
with the Secretary designate as a matter which should be
considered by the Board of Directors. Action taken by the
Executive Committee shall be subject to revision or alteration by
the Board of Directors, provided that rights or acts of third
parties vested or taken in reliance on such action prior to any
such revision or alteration shall not be adversely affected by
such revision or alteration.
The secretary of the corporation or in his absence any
person as may be designated by the Chairman of the Executive
Committee, shall act as secretary of the Executive Committee and
keep the minutes of all meetings.
AUDIT COMMITTEE
Section 3. The Audit Committee shall consist of not less
than two directors who are not engaged in the day to day
operations of the corporation, as from time to time shall be
prescribed by the Board of Directors, who shall hold office until
their respective successors are elected.
The Audit Committee shall report to the Board of Directors
annually the independent public accountants that it recommends
the Board appoint to audit the books, records, and accounts of
the corporation and to perform such other duties as the Board of
Directors may from time to time prescribe. The Committee shall
review all recommendations made by the corporation's independent
public accountants to the Board of Directors with respect to the
accounting methods used, the system of internal control followed
by the corporation and in connection with non-audit services, and
shall advise the Board of Directors with respect thereto. The
Committee shall also have authority to examine into and make
recommendations to the Board of Directors with respect to the
scope of the audit conducted by the corporation's independent
public accountants and with respect to non-audit services.
The Audit Committee shall review the audit plans and results
of the Corporation's internal audit function and shall report to
the Board of Directors with respect thereto.