CODE OF REGULATIONS
OF
BANC ONE ABS CORPORATION
(HEREIN CALLED THE "CORPORATION)
ARTICLE I
SHAREHOLDERS
SECTION 1.01. ANNUAL MEETING. The annual meeting of shareholders for the
election of Directors and the transaction of such other business as may properly
come before it shall be held on the fourth Tuesday of January of each year. The
annual meeting shall be at such hour and place as shall be fixed by resolution
of the Board of Directors and stated in the written notice of the meeting. If
the annual meeting for election of Directors is not held on the date designated
therefor, the Directors shall cause the meeting to be held as soon thereafter as
convenient.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose(s), may be called at any time by the Chairman, the President, the Board
of Directors or any two members thereof. Special meetings of shareholders shall
be held on such date and at such hour and place as shall be fixed by the
person(s) calling the meeting and stated in the notice of the meeting. No
business may be transacted at any such meeting except that referred to in such
notice or in a supplemental notice given in compliance with this Code of
Regulations.
SECTION 1.03. NOTICE OF MEETING. Whenever shareholders are required or
permitted to take any action at a meeting, a written notice stating the place,
date, hour and purpose(s) of the shareholders' meeting shall be given to the
shareholders. Said notice shall be given by or under the direction of the
Secretary of the Corporation or such other Officer of the Corporation as is
designated by the Board of Directors. Such written notice of any meeting shall
be given, personally or by mail, postage prepaid, not less than ten nor more
than fifty days before the date of the meeting, to each shareholder entitled to
vote at such meeting. If mailed, such notice shall be addressed to the
shareholder at his address as it appears on the records of the Corporation. Any
shareholder may waive any notice required to be given by law, the Articles of
Incorporation, or this Code of Regulations.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken. Any business may be transacted at the adjourned meeting which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
SECTION 1.04. QUORUM. Except as otherwise required by law, the Articles of
Incorporation or this Code of Regulations, the holders of record of a majority
of the issued and outstanding shares of the Corporation entitled to vote shall
constitute a quorum at a meeting of shareholders for the transaction of any
business. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders. The shareholders present may
adjourn the meeting despite the absence of a quorum. At any such adjourned
meeting at which the requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.
SECTION 1.05. RECORD DATE. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date
which shall not be more than sixty nor less than ten days before the date of
such meeting nor more than sixty days prior to any other action.
SECTION 1.06. PROXIES. Each shareholder entitled to vote at a shareholders'
meeting, or to express consent or dissent to corporate action in writing without
a meeting, may authorize another person or persons, including a partnership or
corporation, to act for him by proxy. Each such proxy shall be dated and if not
dated by the shareholder, shall be dated as of the date of receipt thereof. No
such proxy shall be valid after the final adjournment of any meeting for which
it shall have been given. Every proxy shall be revocable at the pleasure of the
shareholder executing it in accordance with the provisions of the General
Corporation Law of Ohio.
SECTION 1.07. SELECTION AND DUTIES OF JUDGES. The Board of Directors, in
advance of any shareholders' meeting, may appoint one or more judges to act at
the meeting or any adjournment thereof. If judges are not so appointed, the
person presiding at a shareholders' meeting may and on the request of any
shareholder entitled to vote thereat, or his proxy, shall appoint one or more
judges. In case any person appointed fails to appear or to act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. If there are three or more judges, the
decision, act or certificate of a majority of them shall be effective in all
respects as the decision, act or certificate of all.
The judge(s) shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies, receive votes, ballots,
consents, waivers or releases; hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
consents, waivers and releases; determine and announce the result and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders. On the request of the person presiding at the meeting or any
shareholder entitled to vote thereat, the judge(s) shall make a report in
writing of any challenge, question or matter determined and execute a
certificate of any fact found. Any
-2-
report or certificate made shall be prima facie evidence of the facts stated
therein and of the vote as certified by the judge(s). Unless appointed as above
provided in this section, the judge(s) shall be dispensed with at all meetings
of shareholders.
SECTION 1.08. VOTE OF SHAREHOLDERS. Every shareholder of record, as of the
record date fixed by the Board of Directors, shall, with respect to each matter
submitted to vote at a shareholders' meeting, be entitled to one vote for every
share of capital stock standing in his name on the record of shareholders.
Directors shall be elected by a plurality of the votes cast by the holders of
the outstanding shares of the Corporation which are represented at the meeting
and entitled to vote in the election. Whenever any corporate action, other than
the election of Directors, is to be taken by vote of the shareholders, such
corporate action shall, except as otherwise required by law, the Articles of
Incorporation or this Code of Regulations, be authorized by the affirmative
votes of the holders of record of a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
SECTION 1.09. PRESIDING OFFICER. Meetings of the shareholders shall be
presided over by the Chairman of the Board, if any, or if not present or there
is no one filling that office by the President of the Corporation, or such other
member of the Board as is designated by the Board. The Chairman, if any, and
the President of the Corporation shall be members of the Board of Directors.
The Secretary or such other officer or director as is designated by the Board of
the Corporation shall record all the proceedings of the meetings of the
shareholders and he shall act as Secretary of all meetings of the shareholders.
In the absence of the Secretary or such other officer or director so designated,
the presiding officer shall appoint another officer or a shareholder of the
Corporation to act as Secretary of the meeting.
ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF CORPORATION. The business of the Corporation shall
be managed by its Board of Directors, each member of which shall have the
qualifications prescribed by law, and shall have such further qualifications
relating to age, business affiliation and employment by the Corporation as are
from time to time adopted by the Board of Directors.
SECTION 2.02. NUMBER AND ELECTION. Unless otherwise fixed by the Articles of
Incorporation, the number of members of the Board of Directors shall be
determined from time to time by the vote of the holders of a majority of the
shares entitled to vote thereon at any annual meeting or special meeting called
for the purpose of electing directors and, when so fixed, such number shall
continue to be the authorized number of members of the Board of Directors until
changed by the shareholders by vote as aforesaid. If the annual meeting for
election of Directors is not held on the date designated therefor, the Directors
shall cause the meeting to be held as soon thereafter as convenient.
-3-
SECTION 2.03. TERM OF OFFICE. Directors shall hold office until the annual
meeting next following their election and until their respective successors are
elected and qualified or until their earlier resignation or removal from office.
SECTION 2.04. VACANCIES. Vacancies and newly-created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the members of the Board of Directors then in office, although such
majority is less than a quorum, or by a sole remaining Director.
SECTION 2.05. QUORUM. A majority of the total authorized number of Directors
shall constitute a quorum for the transaction of business at a meeting of the
Directors. The act of a majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board except as otherwise provided
by law, the Articles of Incorporation or this Code of Regulations. A majority
of the Directors present, whether or not a quorum is present, may adjourn a
meeting of the Directors to another time and place. Notice of any adjournment
need not be given if such time and place are announced at the meeting.
SECTION 2.06. ANNUAL MEETING. Immediately following the adjournment of the
annual meeting of shareholders, the newly-elected Board of Directors, if a
quorum thereof be present, shall meet for the purpose of organization, the
election of officers and the transaction of any other business. Notice of such
meeting need not be given. If for any reason such organizational meeting is not
held at such time, a special meeting for such purpose shall be held at such
other time and place as is determined by the Board and notice thereof shall not
be necessary.
SECTION 2.07. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held, without notice, on such date and at such hour and place as shall
from time to time be fixed by the Board and no notice thereof shall be
necessary. When the date fixed is a legal holiday, the regular meeting shall be
held on the next succeeding business day or on such other day as the Board
specifically designates at the next preceding Board meeting.
SECTION 2.08. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time by the Chairman, the President or by a majority of the
Board of Directors. Special meetings shall be held on such date and at such
hour and place as shall be fixed by the person(s) calling the meeting and stated
in the notice or waiver of notice of the meeting. Unless waived, notice of each
special meeting of the Directors, stating the date, hour and place of the
meeting, shall be given to each Director, by personal communication either over
the telephone or otherwise, not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting. Any business within the powers of the Board
of Directors may be transacted at any meeting, whether or not stated in the
notice.
-4-
SECTION 2.09. WAIVER OF NOTICE. Any Director may waive any notice required to
be given by law or this Code of Regulations.
SECTION 2.10. COMPENSATION. Directors shall receive such compensation and
expense reimbursement for attendance at each meeting of the Board of Directors
or of any committee thereof and/or such salary as may be determined from time to
time by the Board of Directors. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.11. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the Board, may designate from among its members an Executive
Committee and other committees, both standing and special, each consisting of
two or more Directors. Each such committee, to the extent provided in the
Board's resolution creating the committee, and consistent with such limitations
as are contained in the Articles of Incorporation and the General Corporation
Law of Ohio, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation.
ARTICLE III
OFFICERS
SECTION 3.01. ELECTION. The officers of the Corporation shall include a
Chairman, a President, a Secretary, a Treasurer and such number of Vice
Presidents (which may include one or more Executive Vice Presidents and/or
Senior Vice Presidents), Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as are, in the judgment of the Board,
required to transact the business of the Corporation. All officers of the
Corporation may be elected and the compensation of all such officers may be
fixed by the Board provided, however, that the President may appoint the
Secretary, the Treasurer, and Vice Presidents of the Corporation and fix their
salaries subject to approval of the Board. Any two or more offices may be held
by the same person. Any officer may, but no officers except the President must
be chosen from among the Board of Directors. The officers of the Corporation
shall have the authority, perform the duties and exercise the powers in the
management of the Corporation usually incident to the offices held by them
respectively, and/or such other authority, duties and powers as may be assigned
to them from time to time by the President.
SECTION 3.02. TERM. The officers of the Corporation shall be elected or
appointed to hold office until the meeting of the Board of Directors following
the next annual or special meeting at which officers are elected or for such
shorter periods as may be designated by the Board of Directors. Any officer may
be removed at any time, with or without cause, by the Board of Directors. A
vacancy in any office, however created, may be filled by the Board of Directors
at any regular or special meeting.
-5-
SECTION 3.03. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman, the President or by such other
officer or agent of the Corporation so authorized by the President or the Board
of Directors. Any such person may, in the name of and on behalf of the
Corporation, take all such action as he may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which this
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.
ARTICLE IV
CAPITAL STOCK
SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Corporation shall
be represented by certificates signed by the Chairman or the President and the
Secretary, an Assistant Secretary or such other officer of the Corporation
appointed by the Board of Directors for that purpose, to be known as an
authorized officer. Such certificates may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the officers of the
Corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or by a registrar other than the Corporation
itself or its employee. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue. Each
certificate shall set forth additional material as is requested by law.
SECTION 4.02. TRANSFERS. The shares of stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of Ohio.
Transfers of stock shall be made on the share transfer books of the Corporation
only by the person named in the certificate or by attorney lawfully constituted
in writing and upon the surrender of the certificate therefor, which shall be
canceled when the new certificate shall be issued.
SECTION 4.03. REGISTERED HOLDERS. The Corporation shall be entitled to treat
and shall be protected in treating persons in whose names shares or any
warrants, rights or options stand on the records of shareholders, warrant
holders, right holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, any such share, warrant, right or option on the
part of any other person, whether or not the Corporation shall have notice
hereof.
SECTION 4.04. NEW CERTIFICATES. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate,
-6-
or his legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation and any transfer agent and/or registrar against any
claim that may be made against it or them on account of the alleged loss, theft
or destruction of any such certificate or the issuance of such new certificate.
A new certificate may be issued without requiring any bond when it is proper to
do so.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. OFFICES. The principal office of the Corporation shall be in the
City of Columbus, State of Ohio. The Corporation may have offices within and/or
without the State of Ohio.
SECTION 5.02. SEAL. The corporate seal shall be circular in form. The name of
the Corporation and the year 1996 shall be engraved around the margin. The word
"Seal" shall be engraved across the center. The Chairman, President, Secretary,
Treasurer and such other officers so designated by the President shall have
authority to affix the corporate seal to any document requiring such seal and to
attest the same.
SECTION 5.03. EXECUTION OF INSTRUMENTS. 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 behalf of
the Corporation by the Chairman, President, Secretary, Treasurer, and such other
officers as may be specifically authorized by the President or the Board of
Directors. Employees of the Corporation may execute instruments and documents
including but not limited to checks, notes and bills of exchange, on behalf of
the Corporation to the extent specifically authorized by the President or the
Board of Directors.
SECTION 5.04. FISCAL YEAR. The fiscal year of the Corporation shall begin the
first day of January in each year, and shall end on the thirty-first day of
December of such year.
SECTION 5.05. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of accounts and of its transactions. It shall also
keep minutes of the proceedings of its incorporators, shareholders, directors
and committees of the Directors. The Corporation shall keep its share transfer
books and other books and records in accordance with the requirements of law and
prudent retention schedules.
SECTION 5.06. AMENDMENT. This Code of Regulations may be added to, amended or
repealed at any annual meeting of shareholders or at any special meeting called
for that purpose by the affirmative votes of the holders of record of a majority
of the shares entitled to vote on such proposal in person or by proxy, or
without a meeting by the two-thirds of the voting power on such proposal. If
the Regulations are amended or new regulations are adopted by such written
-7-
consent, the Corporation shall mail a copy of the amendment or the new
regulations to each shareholder entitled to vote thereon who did not participate
in the adoption thereof.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 6.01. INDEMNIFICATION. The Corporation may indemnify any director or
officer, any former director or officer of the Corporation and any person who is
or has served at the request of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (and his heirs, executors and administrators) against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the full extent and according to the procedures and
requirements set forth in the Ohio General Corporation Law as the same may be in
effect from time to time. The indemnification provided for herein shall not be
deemed to restrict the right of the Corporation to (i) indemnify employees,
agents and others as permitted by such Law, (ii) purchase and maintain insurance
or provide similar protection on behalf of directors, officers or such other
persons against liabilities asserted against them or expenses incurred by them
out of their service to the Corporation as contemplated herein, and (iii) enter
into agreements with such directors, officers, employees, agents or others
indemnifying them against any and all liabilities (or such lesser
indemnification as may be provided in such agreements) asserted against them or
incurred by them arising out of their service to the Corporation as contemplated
herein.
-8-