CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, 200 Jericho Quadrangle, Jericho, New York, or such other
places as the Board of Directors may designate, at 10 o'clock a.m., on the third
Monday of December of each year. Notice of such meeting shall be mailed, postage
prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at his address appearing on the books of the Association. If, for
any cause, an election of directors is not made on said day, or in the event of
a legal holiday, the Board of Directors shall order the election to be held on
some subsequent day, as soon thereafter as practicable, but within sixty days of
the date fixed, or if the directors fail to fix the date, by shareholders
representing two thirds of the shares; and notice thereof shall be given in the
manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or by any one or more shareholders owning,
in the aggregate, not less than 50 percent of the stock of the Association. Each
such special meeting, unless otherwise provided by law,
shall be called by mailing, postage prepaid, not less than ten days nor more
than sixty days prior to the date fixed for such meeting, to each shareholder at
his address appearing on the books of the Association a notice stating the
purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or any shareholder of
any outstanding class of capital stock of the Association entitled to vote for
the election of directors. Nominations, other than those made by or on behalf of
the existing management of the Association, shall be made in writing and shall
be delivered or mailed to the president of the bank and to the Comptroller of
the Currency, Washington, D.C. not less than 14 days nor more than 30 days prior
to any meeting of shareholders called for the election of directors, provided,
however, that if less than 21 days' notice of meeting is given to shareholders,
such nomination shall be mailed or delivered to the President of the Association
and to the Comptroller of the Currency no later than the close of business on
the seventh day following the day on which the notice of the meeting was mailed.
Such notification shall contain the following information to the extent known to
the notifying shareholders: (a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Association that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholders(s);
and (e) the number of shares of capital stock of the Association owned by the
notifying shareholders(s). Nominations not made in accordance herewith may, in
his discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee.
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Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of the Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, or by the shareholders or
directors pursuant to Section 8.2; but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Association or by the shareholders or directors
pursuant to Section 8.2.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
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Section 2.2. Number. The Board shall consist of not less than five nor more
than twenty-five shareholders, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board may not increase the number
of directors to a number which (i) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less, or
(ii) to a number which exceeds by more than four the number of directors last
elected by shareholders where such number was sixteen or more, but in no event
shall the number of directors exceed twenty-five.
Section 2.3. Organization Meeting. The directors elected shall be notified
of their election and of the time at which they are required to meet at the Main
Office of the Association for the purpose of organizing the new Board and
electing and appointing officers of the Association for the succeeding year.
Such meeting shall be held on the day of the election or as soon thereafter as
practicable, and, in any event, within thirty days thereafter. If, at the time
fixed for such meeting, there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. The regular meetings of the Board shall be
held, from time to time, but at least quarterly, upon notice and on such date
and at such location as is provided in the notice of the meeting. When any
regular meeting of the Board falls upon a
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holiday, the meeting shall be held on the next banking business day unless the
Board shall designate some other day.
Section 2.5. Special Meetings. Special meetings of the Board may be called
by the chairman of the Board, or at the request of two or more directors. Each
member of the Board shall be given notice by telegram, letter, or in person,
stating the time and place, of each such special meeting.
Section 2.6. Quorum. A majority of the directors shall constitute a quorum
at any meeting, unless otherwise provided by law or the bylaws; but less than a
quorum may adjourn any meeting, from time to time, and the meeting may be held,
as adjourned, without further notice. If the number of directors is reduced
below the number that would constitute a quorum, no business may be transacted,
except selecting directors to fill vacancies in conformance with Section 2.7. If
a quorum is present, the Board may take action through the vote of a majority of
the directors who are in attendance.
Section 2.7. Vacancies. When any vacancy occurs among the directors, a
majority of the remaining members of the Board, in accordance with the laws of
the United States, may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose, or if the
directors remaining in office constitute fewer than a quorum of the Board, by
the affirmative vote of a majority of all the directors remaining in office, or
by shareholders at a special meeting called for that purpose, in accordance with
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Section 2.2. A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
ARTICLE III
Committees
The Board may appoint, from time to time, from its own members, such
committees of one or more persons, for such purposes and with such powers as the
Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairman of the Board. The Board shall appoint one of its
members to be Chairman of the Board to serve at the pleasure of the Board. Such
person shall preside at all meetings of the Board. The Chairman of the Board
shall supervise the carrying out of the policies adopted or approved by the
Board; shall have general executive powers, as well as the specific powers
conferred by these Bylaws; shall also have and may exercise further powers and
duties as from time to time may be conferred upon, or assigned by, the Board.
Section 4.2. President. The Board shall appoint one of its members to be
President of the Association. In the absence of the Chairman, the President
shall preside at any meeting of
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the Board. The President shall have general executive powers, and shall have and
may exercise any and all other powers and duties pertaining by law, regulation,
or practice, to the office of President, or imposed by these Bylaws. The
President shall and may exercise such further powers and duties as from time to
time may be conferred, or assigned by the Board of Directors.
Section 4.3. Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents. The Board may appoint one or more Executive Vice Presidents, Senior
Vice Presidents, and Vice Presidents. Each Executive Vice President, Senior Vice
President, and Vice President shall have powers and duties as may be assigned by
the Board of Directors. One Executive Vice President, Senior Vice President, or
Vice President shall be designated by the Board of Directors, in the absence of
the President, to perform all the duties of the President.
Section 4.4. Cashier. The Board shall appoint a Cashier, or other
designated officer, who shall be secretary of the Board and of the Association,
and shall keep accurate minutes of all meetings. The Cashier shall attend to the
giving of all notices required by these Bylaws to be given; shall be custodian
of the corporate seal, records, documents and papers of the Association; shall
provide for the keeping of proper records of all transactions of the
Association; shall have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the office of Cashier, or imposed
by these Bylaws; and shall also perform such other duties as may be assigned
from time to time, by the Board.
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Section 4.5. Treasurer. The Board may appoint a Treasurer of the
Association who shall have such responsibilities as the Board may from time to
time specify.
Section 4.6. Other Officers. The Board may appoint one or more Assistant
Vice Presidents, one or more Assistant Cashiers, one or more Managers and
Assistant Managers and such other officers and attorneys-in-fact as from time to
time may appear to the Board to be required or desirable to transact the
business of the Association. Such officers shall respectively exercise such
powers and perform such duties as pertain to their several offices, or as may be
conferred upon, or assigned to, them by the Board, the Chairman of the Board, or
the President. The Board of Directors may authorize an officer to appoint one or
more officers or assistant officers.
Section 4.7. Tenure of Office. The President and all other officers
shall hold office for the current year for which the Board was elected, unless
they shall resign, become disqualified, or be removed; and any vacancy occurring
in the office of President shall be filled promptly by the Board.
Section 4.8. Resignation. An officer may resign at any time by delivering
notice to the Association. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
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ARTICLE V
Stock and Stock Certificates
Section 5.1. Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfer of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights of the prior holder of
such shares. The Board of Directors may impose conditions upon the transfer of
the stock reasonably calculated to simplify the work of the Association with
respect to stock transfers, voting at shareholder meetings, and related matters,
and to protect it against fraudulent transfers.
Section 5.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Cashier, Assistant
Cashier, or any other officer appointed by the Board for that purpose, to be
known as an Authorized Officer, and the seal of the Association shall be placed
thereon. Each certificate shall recite on its face that the stock represented
thereby is transferable only upon the books of the Association properly
endorsed. The Board of Directors may adopt or use procedures for replacing lost,
stolen, or destroyed stock certificates as permitted by law.
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ARTICLE VI
Corporate Seal
The President, the Cashier, any Assistant Cashier or any other officer
thereunto designated by the Board, shall have authority to affix the corporate
seal to any document requiring such seal, and to attest the same. Such seal
shall be substantially in the following form:
ARTICLE VII
Indemnification
Section 7.1. Right to Indemnification. The Bank shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Bank to
procure a judgment in its favor) (a "Proceeding") by reason of the fact that he
is or was a director, officer, employee or agent of the Bank, or is or was
serving at the request of the Bank as a director, officer or employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorney's fees), judgements, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such Proceeding. Such indemnification shall
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be a contract right and shall include the right to receive payment in advance of
any expenses incurred by the Indemnitee in connection with such Proceeding,
consistent with the provisions of applicable law as then in effect.
Section 7.2. Contracts and Funding. The Bank may enter into contracts with
any director, officer, employee or agent of the Bank in furtherance of the
provisions of this Article VII and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VII.
Section 7.3. Employee Benefit Plans. For purposes of this Article VII,
references to "other enterprises" shall include employee benefits plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Bank" shall include any service as a director, officer, employee, or
agent of the Bank which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interest of a corporation.
Section 7.4. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article VII shall
not be exclusive of any other rights
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to which a person seeking indemnification may otherwise be entitled, under any
statute, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The provisions of this Article VII
shall inure to the benefit of the heirs and legal representatives of any person
entitled to indemnity under this Article VII and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article VII
whether arising from acts or omissions occurring before or after such adoption.
Section 7.5. Advancement of Expenses; Procedures. In furtherance, but not
in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VII:
(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding shall be advanced to
the Indemnitee by the Bank within twenty (20) days after the receipt by the Bank
of a statement or statements from the Indemnitee requesting such advance or
advances from time to time, whether prior to or after disposition of such
Proceeding. Such statement or statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if, and to the extent, it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.
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(b) Written Request for Indemnification. To obtain indemnification under
this Article VII, an Indemnitee shall submit to the Cashier (Secretary) of the
Bank a written request, including such documentation and information as is
reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation"). The determination of the Indemnitee's entitlement
to indemnification shall be made within a reasonable time after receipt by the
Bank of the written request for indemnification together with the Supporting
Documentation. The Secretary of the Bank shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee
has requested indemnification.
(c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article VII shall be determined (i) by the Board by
a majority vote of a quorum (as defined in Article II of these By-laws)
consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders, but only if a majority of
the disinterested directors, if they constitute a quorum of the Board,
presents the issue of entitlement to indemnification to the stockholders for
their determination.
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ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The fiscal year of the Association shall be a
calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted on the behalf of the Association by the Chairman of the Board, or the
President, or any Executive Vice President, Senior Vice President, or any Vice
President, or the Cashier. Any such instrument may also be executed,
acknowledged, verified, delivered or accepted on the behalf of the Association
in such other manner and by such other officers as the Board of Directors may
from time to time direct. The provisions of this Section 7.2 are supplementary
to any other provision of these Bylaws.
Section 8.3. Records. The Articles of Association, the Bylaws and the
proceedings of all meetings of the shareholders, the Board, and the standing
committees of the Board, shall be recorded in appropriate minute books provided
for such purpose. The minutes of each meeting shall be signed by the Cashier or
other officer appointed to act as secretary of the meeting.
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ARCTICLE IX
BYLAWS
Section 9.1. Inspection. A copy of the Bylaws, with all amendments thereto,
shall at all times be kept in a convenient place at the main office of the
Association, and shall be open for inspection to all shareholders during banking
hours.
Section 9.2. Amendments. The Bylaws may be amended, altered or repealed at
any regular meeting of the Board by a vote of a majority of the total number of
the directors. The Association's shareholders may amend or repeal the bylaws
even though the bylaws also may be amended or repealed by its Board of
Directors.
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