AMENDED AND RESTATED BYLAWS
OF
AMERICAN HONDA RECEIVABLES CORP.
(a California corporation)
__________________________________
ARTICLE I
OFFICES
Section 1.01. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
of American Honda Receivables Corp. (the "Corporation") shall be at 700 Van Ness
Avenue, Torrance, California 90501 or such other location that the Board of
Directors (the "Board") shall fix from time to time.
Section 1.02. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of California as the Board
or the President may from time to time determine or the business of the
Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 2.01. ANNUAL MEETING AND ELECTION OF DIRECTORS. The Annual
Meeting of Shareholders shall be held on such date and at such time as the Board
determines. The Directors shall be elected and any other proper business may be
transacted at each Annual Meeting of Shareholders.
Section 2.02. SPECIAL MEETINGS. Special Meetings of Shareholders may be
called by the Board, the Chairman of the Board, if any, the President or the
holders of shares entitled to cast not less than ten percent (10%) of the votes
at such Special Meeting. Each Special Meeting shall be held at such date and
time as is requested by the person or persons calling such Special Meeting
within the limits fixed by law.
Section 2.03. PLACE OF MEETINGS. Each Annual or Special Meeting of
Shareholders shall be held at such location as may be determined by the Board,
or if no such determination is made, at such place as may be determined by the
President. If no location is so determined, any Annual or Special Meeting shall
be held at the principal executive office of the Corporation.
Section 2.04. NOTICE OF MEETINGS. Notice of each Annual or Special
Meeting of Shareholders shall contain such information, and shall be given to
such persons at such time, and in such manner, as the Board shall determine, or
if no such determination is made, as the President shall determine, subject to
the requirements of applicable law.
Section 2.05. CONDUCT OF MEETINGS. Subject to the requirements of
applicable law, all Annual and Special Meetings of Shareholders shall be
conducted in accordance with such rules and procedures as the Board may
determine and, as to matters not governed by such rules and procedures, as the
chairman of such Annual or Special Meetings shall determine.
Section 2.06. QUORUM. The holders of a majority of the shares issued and
outstanding and entitled to vote at an Annual or Special Meeting of the
Shareholders shall be requisite and shall constitute a quorum thereat for the
transaction of business except as otherwise provided by statute, by the Articles
of Incorporation (the "Articles") or by these Bylaws. If a quorum is not
present or represented at a meeting of the Shareholders, the Shareholders
entitled to vote shall have power to adjourn such meeting from time to time,
without notice other than an announcement at such meeting, until a quorum is
present or represented. At any such 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 notified.
Section 2.07. PROXIES. Every person entitled to vote or to execute
consents may do so either in person or by written proxy filed with the Secretary
of the Corporation authorizing another person or persons to vote with respect to
such shares. The proxy shall not be valid after the expiration of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every
proxy continues in full force and effect until revoked by the person executing
it prior to the vote pursuant thereto, except as otherwise provided in the
applicable law.
Section 2.08. ACTION WITHOUT MEETING. Any action required by statute to
be taken at any Annual or Special Meeting of the Shareholders, or any action
that may be taken at any Annual or Special Meeting of the Shareholders, may be
taken without a meeting, without prior notice if a consent in writing setting
forth the action so taken, shall be signed by the holders of the outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. The signed consent or a signed copy shall
be placed in the Minute Book of the Corporation and prompt notice of the taking
of the corporate action shall be given to those Shareholders who have not
consented in writing.
ARTICLE III
DIRECTORS
Section 3.01. NUMBER. The authorized number of Directors on the Board
shall not be less than four nor more than six unless changed by a duly adopted
Bylaw amending this Section 3.01, as provided by these Bylaws and pursuant to
applicable law. The Board shall
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initially be comprised of five Directors. The exact number of Directors
shall be fixed, from time to time within the limits specified, by resolution
duly adopted either by the Board or the Shareholders.
Section 3.02. QUALIFICATION-INDEPENDENT DIRECTOR; ELECTION; TERM.
(a) Of the authorized number of Directors provided in Section 3.01; the
Corporation shall at all times, except as noted hereafter, have at least two
Directors (each, an "Independent Director") who is not (i) a director, officer
or employee of any affiliate of the Corporation; (ii) a person related to any
officer or director of any affiliate of the Corporation; (iii) a holder
(directly or indirectly) of more than ten percent (10%) of any voting securities
of any affiliate of the Corporation; or (iv) a person related to a holder
(directly or indirectly) of more than ten percent (10%) of any voting securities
of any affiliate of the Corporation. In the event of the death, incapacity,
resignation or removal of all Independent Directors, the Board shall promptly
appoint an Independent Director for each Independent Director whose death,
incapacity, resignation or removal caused the related vacancy on the Board;
provided, however, that the Board shall not vote on any matter unless and until
at least two Independent Directors have been duly appointed to serve on the
Board.
(b) Except as otherwise provided by Sections 3.03 and 3.04 herein, the
Directors shall be elected at the Annual Meeting of Shareholders.
(c) Each Director elected shall hold office until the next Annual Meeting
of Shareholders and until his successor has been elected and qualified or until
his death, resignation, retirement, disqualification or removal.
Section 3.03. REMOVAL OF DIRECTORS. Except as otherwise provided by
applicable law, a director may only be removed by the Shareholders.
Section 3.04. VACANCIES ON THE BOARD. Vacancies on the Board, excluding
vacancies created by removal of Directors, may be filled by approval of the
Board or, if the number of Directors then in office is less than a quorum, by
(1) the unanimous written consent of the Directors then in office, (2) the
affirmative vote of a majority of the remaining Directors, or (3) a sole
remaining Director. The Shareholders may at any time elect a Director or
Directors to fill any vacancy or vacancies not filled by the Board and shall
have the right to fill any vacancy or vacancies created by the removal of one or
more Directors.
Section 3.05. POWERS. Subject to limitations of the Articles, the Bylaws,
and applicable law relating to actions required to be approved by the
Shareholders or by the outstanding shares, the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board. The Board may delegate the management of the
day-to-day operation of the business of the Corporation to the officers of the
Corporation or other persons provided that the business and affairs of the
Corporation shall be managed by and all corporate powers shall be exercised
under the ultimate direction of the Board.
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Section 3.06. QUORUM. A majority of the members of the Board shall
constitute a quorum of the Board for the transaction of business. Every act or
decision done or made by a majority of the members of the Board present at a
meeting duly held at which a quorum is present shall constitute the act of the
Board. In the absence of a quorum, a majority of the members of the Board
present at the time and place of any meeting may adjourn such meeting from time
to time until a quorum is present. Notice of any adjourned meeting need not be
given.
Section 3.07. MEETINGS OF THE BOARD. The Board may designate any place,
within or without the State of California, for the holding of any meeting. If
no such designation is made, the meeting shall be held at the Corporation's
principal executive office. Subject to the requirements of applicable law, all
meetings of the Board shall be conducted in accordance with such rules and
procedures as the Board may approve and, as to matters not governed by such
rules and procedures, as the chairman of such meeting shall determine.
The Board by resolution may provide for the holding of regular meetings,
with or without notice, and may fix the times and places within or outside the
State of California at which such meetings shall be held.
Section 3.08. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent setting forth the action so taken is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the Secretary of the Corporation and placed
in the Minute Book. Such consent shall have the same force and effect as a
unanimous vote at a meeting of such Board or committee.
Section 3.09. COMMITTEE. The Board may, by resolution adopted by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the Directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have any powers or authority in reference to:
(a) the approval of any action for which the California General
Corporation Law also requires approval of the Shareholders or approval of the
outstanding shares;
(b) amending the Articles;
(c) approving an agreement of merger or consolidation;
(d) recommending to the Shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets otherwise than in the
usual and regular course of its business;
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(e) recommending to the Shareholders a dissolution of the Corporation or a
revocation thereof;
(f) amending or repealing the Bylaws of the Corporation or adopting new
Bylaws of the Corporation;
(g) amending or repealing any resolution of the Board which by its express
terms is not so amendable or repealable;
(h) appointing other committees of the Board or the members thereof;
(i) filling vacancies in or removing members of the Board or on any
committee appointed by the Board;
(j) fixing the compensation of the Directors for serving on the Board or
for serving as a member of any committee thereof; or
(k) a "distribution", as such term is defined in Section 166 of the
California General Corporation Law, except at a rate, in a periodic amount or
within a specific price range determined by the Board, and, unless the
resolution of the Board expressly so provides, no such committee shall have the
power or authority to otherwise declare a dividend or to authorize the issuance
of stock.
Any such committee shall report on its meetings to the Board at the next meeting
of the Board.
Section 3.10. EXECUTIVE COMMITTEE OF THE BOARD. Subject to these Bylaws,
including Sections 3.07, 3.08 and 3.09, the Articles and the provisions of
applicable law, the Executive Committee of the Board (the "Executive Committee")
is authorized by unanimous written consent of all its Executive Committee
members to bind this Corporation without the consent of other members of the
Board and shall have and may exercise all of the authority of the Board in the
management of the business and affairs of the Corporation, including the power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. Upon the unanimous consent of all members of the Executive
Committee, the Executive Committee is also authorized by these Bylaws to
authorize the future purchase and sale of Receivables as defined and provided
for in the Articles.
Section 3.11. REMOVAL OF COMMITTEE MEMBERS. Any member of the Executive
Committee and other committees may be removed by the Board by the affirmative
vote of a majority of the whole Board, whenever in its judgment the best
interests of the Corporation will be served thereby.
Section 3.12. VACANCIES IN COMMITTEES. A vacancy occurring in the
Executive Committee or any other committee of the Board (by death, resignation,
retirement, disqualification, removal or otherwise) may be filled by the Board
in the manner provided for original designation in Section 3.09.
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Section 3.13. COMPENSATION. Members of the Board, the Executive Committee
or any other committee may, by resolution of the Board, be allowed compensation
for attending Board and committee meetings.
Section 3.14. TELEPHONE AND SIMILAR MEETINGS. Members of the Board and
committee members may participate in and hold a meeting by means of conference
telephone or similar communications equipment, so long as all persons
participating in the meeting can hear each other. Participation in such meeting
shall constitute presence in person at the meeting, unless a person authorized
to participate in such meeting participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting was not lawfully called or convened.
Section 3.15. WRITTEN ACTION OR MINUTES. The Board, the Executive
Committee, and any other committees shall keep either a record of action taken
or Minutes of their proceedings and, in the case of any committee, report the
same to the Board when required. The Minutes of the proceedings of the Board,
the Executive Committee, and other committees shall be placed in the Minute Book
of the Corporation.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER CORPORATE AGENTS
Section 4.01. INDEMNIFICATION. This Corporation shall, to the maximum
extent and in the manner permitted by the California General Corporation Law,
indemnify and hold harmless each of the directors and other "agents" of the
Corporation, as the term "agent" is defined in Section 317(a) of the California
General Corporation Law, as amended from time to time, from and against any
"expenses" as defined in Section 317(a), judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
"proceeding" (as defined in said Section 317(a)) arising by reason of the fact
that such person is or was a director of the Corporation acting in good faith
and in a manner reasonably believed by such director to be in the best interests
of the Corporation. The Corporation shall advance to its directors and other
agents expenses incurred in defending any proceeding prior to the final
disposition thereof to the full extent and in the manner permitted by applicable
law.
Section 4.02. RIGHT TO INDEMNIFICATION. This section shall create a right
of indemnification for each person referred to in Section 4.01, whether or not
the proceeding to which the indemnification relates arose in whole or in part
prior to adoption of such section and in the event of death such right shall
extend to such person's legal representatives. The right of indemnification
hereby given shall not be exclusive of any other rights such person may have
whether by law or under any agreement, insurance policy, vote of Directors or
Shareholders, or otherwise.
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Section 4.03. INSURANCE. Subject to the requirements of applicable law,
the Corporation shall have power to purchase and maintain insurance on behalf of
any agent of the corporation against any liability asserted against or incurred
by the agent in such capacity or arising out of the agent's status as such
whether or not the Corporation would have the power to indemnify the agent
against such liability.
ARTICLE V
OFFICERS
Section 5.01. PRINCIPAL OFFICERS. The principal officers of the
Corporation shall be a President, a Secretary and a Treasurer, each of whom
shall have the authority to perform the duties provided in these Bylaws or as
may from time to time be assigned by the Board. One person may hold two or more
offices, except that the Secretary may not also hold the office of President.
Section 5.02. SUBORDINATE OFFICERS. The Corporation may also have, at the
discretion of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers and such other officers as the
business of the Corporation may require, each of whom shall have the authority
and perform the duties as may be provided in these Bylaws or as may from time to
time be assigned by the Board.
Section 5.03. APPOINTMENT OF THE CORPORATION'S OFFICERS. The Board or the
Executive Committee shall appoint the officers of the Corporation, each such
officer to hold his office until the earlier of his death, resignation,
retirement, disqualification or removal. Thereafter, the Board or the Executive
Committee may, from time to time, appoint other officers of the Corporation to
fill a vacancy in any office or otherwise, each such officer to hold his office
until the earlier of his death, resignation, disqualification or removal from
office.
Section 5.04. REMOVAL AND RESIGNATION.
(a) Any officer may be removed, either with or without cause, by the
unanimous written consent of the Executive Committee or by a majority of the
members of the Board at the time in office, at any regular or Special Meeting of
the Board.
(b) Any officer may resign at any time by giving written notice to the
Corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary in
order to make such resignation effective.
Section 5.05. PRESIDENT. The President, unless a Chairman of the Board is
elected by the Board, shall, if present, preside at all meetings of the
Shareholders or the Board.
The President shall, subject to the ultimate direction of the Board, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall have the general powers and duties of management usually
vested in the chief executive officer of a corporation.
The President shall provide the general and active management of the
business operations of the Corporation and shall see that all orders and
resolutions of the Board are carried into effect. He shall
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develop and issue or cause to be issued such operating policies, procedures
and guidelines respecting the conduct of the business of the Corporation and
of its officers, employees and agents as he shall deem appropriate; and shall
possess the power and authority to authorize exceptions to and deviations
from such policies, procedures and guidelines where he, in good faith,
determines that such exceptions or deviations serve the best interests of the
Corporation and would neither violate applicable law nor do damage to the
reputation of the Corporation or its Shareholders.
The President 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 delegated by the Board to some other officer or agent
of the Corporation.
Section 5.06. SECRETARY.
(a) The Secretary shall keep, or cause to be kept, the Minute Book of the
Corporation at the principal executive office of the Corporation, or such other
place as the Board may order, of all meetings of Shareholders, the Board and its
committees, with the time and place of holding, whether regular or special and
if special, how authorized and the notice thereof given, the names of those
present at Board and committee meetings, the number of shares present or
represented at meetings of the Shareholders and the proceedings thereof.
(b) The Secretary shall keep, or cause to be kept, at the principal
executive office of the Corporation or at the office of the Corporation's
transfer agent, a share register, or a duplicate share register, showing the
names of the shareholders and their addresses; the number and classes of shares
held by each; the number and date of certificates issued for the same; and the
number and date of cancellation of every certificate surrendered for
cancellation.
(c) The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board and of any committees thereof
required by these Bylaws or by applicable law to be given, and he shall keep the
seal of the Corporation in safe custody.
(d) The Secretary shall be under the supervision of the President. He
shall perform such other duties and have such other authority and powers as the
Board may from time to time prescribe or as the President may from time to time
delegate.
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Section 5.07. TREASURER.
(a) The Treasurer shall deposit or cause the deposit of all monies and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board.
(b) The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements of the
Corporation.
(c) The Treasurer shall be responsible for effecting the properly
authorized disbursement of funds of the Corporation and shall provide
appropriate and timely accounting of his transactions as Treasurer to the
President and the Board.
(d) The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, additional paid-in capital and
retained earnings. Capital and additional paid-in capital shall be classified
according to source and shown in separate accounts.
(e) The Treasurer shall provide appropriate and timely reports on the
financial condition of and the results of operations of the Corporation to the
President and the Board.
(f) The Treasurer shall perform such other duties and may have such other
authority and powers as the Board may from time to time prescribe or as the
President may from time to time delegate.
Section 5.08. VICE PRESIDENTS. The Vice Presidents, if any, shall
exercise and perform such powers and duties with respect to the administration
of the business affairs and operations of the Corporation as may from time to
time be assigned to each of them by the President or by the Board, or if not
ranked, the Vice President designated by the Board may perform all of the duties
of the President and when so acting shall have all of the powers of and be
subject to all the restrictions upon the President.
Section 5.09. ASSISTANT SECRETARIES. The Assistant Secretaries, if any,
may, in the absence or disability of the Secretary, perform all of the duties of
the Secretary and when so acting shall have all the powers of and be subject to
all the restrictions upon the Secretary.
Section 5.10. ASSISTANT TREASURER. The Assistant Treasurers, if any, may,
in the absence or disability of the Treasurer, perform all of the duties of the
Treasurer and when so acting shall have all the powers of and be subject to all
the restrictions upon the Treasurer.
Section 5.11. COMPENSATION. The compensation, if any, of the officers and
agents of the Corporation shall be fixed from time to time by the Board or the
Executive Committee.
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ARTICLE VI
AMENDMENTS
Section 6.01. BYLAWS. Subject to applicable law and the limitations set
forth in the Articles, new Bylaws may be adopted or these Bylaws may be amended,
restated or repealed by the Shareholders or the Board, except that Sections 3.01
and 3.02 may only be amended, restated or repealed by the Shareholders.
ARTICLE VII
GENERAL PROVISIONS
Section 7.01. SEAL. The Board shall adopt a corporate seal, which shall
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
California and the date of incorporation.
Section 7.02. METHOD OF NOTICE. Whenever by statute, the Articles, these
Bylaws, or otherwise, notice is required to be given to a Director, committee
member or Shareholder, and no provision is made therein as to how the notice
shall be given, it shall not be construed to mean personal notice, but any such
notice may be given:
(a) in writing by mail, first-class postage prepaid, addressed to the
Director, committee member, or Shareholder and the address appearing on the
books of the Corporation;
(b) by facsimile transmission; or
(c) in any other method permitted by law.
Any such notice required or permitted to be given by mail shall be deemed
given at the time when the same is deposited in accordance with the terms of
this Section in the United States mails.
Section 7.03. WAIVER OF NOTICE. Except as otherwise provided by
applicable law, whenever notice is required to be given by these Bylaws or the
Articles or by law, the person entitled to said notice may waive such notice in
writing, either before or after the time stated therein, and such waiver shall
be deemed equivalent to notice. All such waivers shall be filed in the Minute
Book of the Corporation or made a part of the minutes of the meeting.
Section 7.04. FISCAL YEAR. The fiscal year of the Corporation shall end
on the last day of March in each year.
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Section 7.05. CONSTRUCTION. Whenever the context so requires, the
masculine gender shall include the feminine and neuter genders and the singular
shall include the plural, and conversely. If any portion of these Bylaws shall
be invalid or inoperative, then, so far as is reasonable and possible:
(a) the remainder of these Bylaws shall be considered valid and operative,
and
(b) effect shall be given to the intent manifested by the portion held
invalid or inoperative.
Section 7.06. HEADINGS. The headings set forth in these Bylaws are for
organization, convenience and clarity. In interpreting these Bylaws, the
headings shall be subordinated in importance to other written material.
Section 7.07. RELATION TO THE ARTICLES. These Bylaws are subject to and
are governed by the Articles, the provisions of applicable law, and any written
agreement by a majority in interest of the Shareholders filed with the
Corporation at its principal place of business.
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