Exhibit 3.2
BOMBARDIER CREDIT RECEIVABLES
CORPORATION
BY-LAWS
ARTICLE I - STOCKHOLDERS
1. Annual and Special Meetings. The annual meeting of
stockholders for the election of directors and for the transaction of any other
business which may properly come before the meeting shall be held each year on a
business day and at a time designated by the Board of Directors. Special
meetings of stockholders may be called by resolution of the Board of Directors
or by the Chairman of the Board or the President and shall be called at any time
by the Chairman of the Board or the President or the Secretary at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the Corporation issued and outstanding and who would be entitled to vote at
such meeting. Such request shall state the purpose or purposes of the proposed
meeting.
2. Place of Meetings. The annual and special meetings of
stockholders shall be held at the principal place of business of the
Corporation, or at such other place as shall be determined from time to time by
the Board of Directors, within or without the State of Delaware, except as
otherwise specifically required by statute. The place at which any meeting is to
be held shall be specified in the notice calling such meeting.
3. Notice of Meetings. Except as otherwise expressly provided
by statute, notice of the place, date, hour and purpose or purposes of the
annual and any special meeting of stockholders shall be in writing and signed by
the Chairman of the Board or the President or any Vice President, or the
Secretary or other person lawfully calling said meeting; a copy thereof shall be
served, either personally or by mail, at least seven days before the meeting,
upon each stockholder of record entitled to vote at such meeting and to any
stockholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such action were taken. If mailed, such
notice shall be directed to a stockholder at his address as it appears on the
records of the Corporation. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States mail. If a meeting
is adjourned to another time, not more than thirty days thereafter, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless, after adjournment, a new record date is fixed for the adjourned
meeting.
4. Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a
complete list of the stockholders, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city or other municipality or community where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place where the meeting is to be held and
during the whole time of the meeting, and may be inspected by any stockholder
who is present.
5. Quorum; Adjournment. Except as otherwise provided by law, a
quorum for the transaction of business at any meeting of stockholders shall
consist of the holders of record of a majority of the issued and outstanding
shares of capital stock of the Corporation entitled to vote at the meeting, in
person or by proxy. In the absence of a quorum at any meeting or any adjournment
thereof, the holders of record of a majority of the shares present in person or
by meeting from time to time, without notice other than announcement at the
meeting, until the requisite number of shares shall be present or represented.
At any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called.
6. Conduct of Meetings. Meetings of stockholders shall be
presided over by the Chairman of the Board, the President, a Vice-President, or,
if none of the foregoing is present, by a chairman chosen by the stockholders
entitled to vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation shall act as secretary of every meeting, but if the
Secretary is not present, the presiding officer of the meeting shall appoint any
person present to act as secretary of the meeting.
7. Voting; Proxy Representation. Unless otherwise provided in
the certificate of incorporation or other certificate filed pursuant to law,
every holder of record of Common Stock shall be entitled at every meeting of the
Corporation to one vote, in person or by proxy, for each share of Common Stock
outstanding in his name on the books of the Corporation. Every proxy must be
executed in writing by the stockholder or by his duly authorized attorney. No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless the person executing it shall have specified therein its
duration for a longer period. Unless otherwise provided by law or by the
certificate of incorporation or other certificate filed pursuant to law or these
by-Laws, all questions shall be decided by a majority of a quorum.
8. Stockholder Action Without Meetings. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action, the meeting, notice thereof and vote of
stockholders may be dispensed with if holders of outstanding stock 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
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present and voted shall consent in writing to such corporate action being taken.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE II - FIXING DATE FOR DETERMINATION
OF STOCKHOLDERS OF RECORD
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of Stockholders 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.
ARTICLE III - BOARD OF DIRECTORS
1. Number. The business and affairs of the Corporation shall
be managed by and under the discretion of its Board of Directors. The number of
directors constituting the entire Board shall be five (5) otherwise determined
by the Board of Directors.
2. Election. The members of the Board of Directors shall be
elected at the annual meeting of stockholders by a plurality of the votes cast
in such election except for the initial Board of Directors, which shall be
elected by the Incorporator and which shall hold office until the first annual
meeting of stockholders or until their successors are elected and qualified or
until their earlier resignation or removal. Subject to the provisions of
Sections 12 and 13 of this ARTICLE III, each director so elected shall hold
office for one year and until his successor is elected and qualified. A director
need not be a stockholder, a citizen of the United States or a resident of
Delaware. If the members of the Board of Directors are not elected at the annual
meeting of stockholders on the day designated in these by-Laws, the incumbent
directors shall continue to hold office and discharge their respective duties
until successors have been elected.
3. Vacancies. All vacancies on the Board of Directors, whether
caused by resignation, death, disqualification, removal, an increase in the
authorized number of directors between annual meetings of stockholders or
otherwise, may be filled by a majority of the directors in office after the
vacancy has occurred, or, if not so elected prior to the next annual meeting of
the stockholders, by vote, of the stockholders at any special meeting.
4. Annual Meeting. The annual meeting of the Board of
Directors for the election of officers and the transaction of such other
business as may properly come before the meeting, may be held each year without
notice immediately after the annual meeting of
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stockholders at the same place as such meeting of stockholders, or may be called
by any newly- elected director on one day's notice to each director, either
personally or by telegram, telecopier, letter, radio or cable.
5. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place, within or without
notice at such time and place, within or without the United States, as shall
from time to time be determined by resolution of the Board. In case of change in
the time, place or date of any such regular meeting, notice of such change shall
be mailed to each director at least three days prior to the meeting.
6. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board of the
President or by a majority of directors then in office. Notices of special
meetings stating the time, place and purpose of the meeting shall be mailed to
each director at least three days before such meeting. Special meetings may be
held within or without the United States.
7. Board Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting (and any notice of such meeting
may be dispensed with), if all members of the Board or of such committee, as the
case may be, consent thereto in writing and such consent is filed with the
minutes of proceedings of the Board or committee.
8. Quorum. At all meetings of the Board, the presence of a
majority of the directors then in office shall be necessary to constitute a
quorum and shall be sufficient for the transaction of business and any act of a
majority of the directors who are present at a meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation or other
certificate filed pursuant to law or by these by-laws. Any business may be
transacted by the Board at a meeting at which every member of the Board is
present, though held without notice.
9. Committees. The Board of Directors may be resolution or
resolutions passed by a majority of the whole Board designate one or more
committees, each committee to consist of two or more of the directors, which, to
the extent provided in said resolution or resolutions, shall have and may
exercise powers of the Board of Directors in the management of the business and
affairs of the Corporation and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. All committees so appointed
shall keep regular minutes of the business transaction at their meetings.
10. Organization. At all meetings of the Board of Directors,
the Chairman of the Board, or in his absence, the President, or in his absence
any Vice-President who is a member of the Board of Directors, or in their
absence, a chairman chosen by the directors shall preside.
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The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and, in his absence, the presiding officer may
appoint any person to act as secretary.
11. Salaries. The Directors shall receive such compensation
for their services as may be prescribed by the Board of Directors from time to
time and shall be reimbursed by the Corporation for ordinary and reasonable
expenses incurred in the performance of their duties.
12. Resignation. Any director may resign at any time upon
written notice to the Corporation. Such resignation will take effect upon
receipt thereof by the Corporation unless otherwise stated in the resignation.
13. Removal. Any director may be removed, either with or
without cause, at any special meeting of stockholders by vote of a majority of
the shares of stock outstanding and entitled to vote at an election of
directors, provided that notice of such vote shall have been given in the notice
calling such meeting. If the notice calling such meeting shall so provide, the
vacancy caused by such removal shall be filled at such meeting by the vote of a
majority of the shares of stock outstanding, present and entitled to vote for
the election of directors.
14. Telephone Meetings. Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such a meeting.
ARTICLE IV - OFFICERS
1. Election. The officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, a Treasurer, one or more Vice-Presidents, one or more
Assistant Treasurers, one or more Assistant Secretaries, and such other
officers, agents and employees as, in the opinion of the Board, the business of
the Corporation requires. Each officer, agent or employee elected or appointed
by the Board of Directors shall have such powers and perform such duties as may
be prescribed by these by-laws and as may be assigned from time to time by the
Board of Directors. Unless otherwise provided in the resolution of election,
each officer shall hold office until the next annual election of directors and
until his successor shall have been qualified or until his earlier resignation
or removal. Any number of offices may be held by the same person.
2. Chairman of the Board of Directors. The Chairman of the
Board, if any, shall have the responsibility of guiding the Board of Directors
in effectively discharging its responsibilities, including, but not limited to,
providing for the execution of the Corporation's objectives; safe-guarding the
furthering shareholders, interests; and appraising the adequacy of
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overall results as reported by the President. The Chairman of the Board of
Directors shall preside at all meetings of the Board of Directors and of the
stockholders at which he is present.
3. President. The President shall be the Chief Executive
Officer and the Chief Operating Officer of the Corporation. The President shall
be responsible for the management of the business affairs and operations of the
Corporation. The President shall also perform all duties incident to the office
of President and such other duties as may from time to time be assigned to him
by the Board of Directors.
4. Vice Presidents. The Vice Presidents, if any, in the order
designated by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President. A Vice
President may execute and deliver contracts and other obligations and
instruments pertaining to the regular course of his duties, and shall perform
such other duties and shall have such other authority as from time to time may
be assigned to him by the Board of Directors or the President.
5. The Secretary. The Secretary shall record all the
proceedings of all sessions of the Board of Directors and all meetings of
stockholders in a book to be kept for that purpose and shall perform like duties
for any committee of the Board of Directors when required, of which he shall be
the custodian. He shall cause to be given notice of all meetings of stockholders
and directors. He shall keep in safe custody the seal of the Corporation and
when authorized by the Board of Directors affix it to any instrument. He shall
have charge of the stock certificate books of the Corporation and such other
books and papers as the Board of Directors may direct. He shall in general
perform all the duties incident to the office of the Secretary and such other
duties as may be assigned to him by the Board of Directors or the President.
6. The Treasurer. Subject to the direction of the Board of
Directors, the Treasurer, if any, shall have the custody of all funds and
securities of the Corporation, except as otherwise provided by the Board of
Directors or any committee thereof, and shall keep full and accurate accounts of
receipts and disbursements. He 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. 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 Directors at the
regular meetings of the Board of Directors or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. The Treasurer shall in general perform all duties incident to
the office of the Treasurer and such other duties as may be assigned to him by
the Board of Directors or the President.
7. Vacancies. Vacancies in any office occurring by death,
resignation, disqualification, removal or otherwise, may be filled by the Board
of Directors at any regular or special meeting.
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8. Resignation. Any officer may resign his Office at any time,
such resignation to take effect upon receipt thereof by the Corporation, unless
otherwise stated in the resignation.
9. Removal. Any officer may be removed at any time, with or
without cause, by the affirmative vote of a majority of the entire Board of
Directors. The power to remove agents and employees, other than officers or
agents elected or appointed by the Board of Directors, may be delegated as the
Board of Directors shall determine.
10. Salaries. Salaries of all officers and agents of the
Corporation shall be fixed from time to time by or in the manner determined by
the Board of Directors.
11. Duties of Officers may be Delegated. In case of the
absence of any officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may delegate the
powers or duties of such officer to any other officer or to any director for the
time being.
12. Powers with Respect to Ownership of Stock. Unless
otherwise ordered by the Board of Directors, each of the President or any Vice
President shall have full power and authority on behalf of the Corporation to
attend and to vote at any meeting of stockholders of any corporation in which
the Corporation may hold stock, and may exercise on behalf of the Corporation
any and all of the rights and powers incident to the ownership of such stock at
any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of the Corporation in connection with the
exercise by the Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.
ARTICLE V - STOCK
1. Issuance of Stock Certificates. Stock of the Corporation
shall be represented by certificates in such form as shall be approved by the
Board of Directors. Each such certificate shall be signed by the Chairman of the
Board of Directors or the President or a Vice President and a Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with
the seal of the Corporation. Such seal may be a facsimile, engraved or printed.
In case any officer who has signed such 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 its issue.
2. Lost Stock Certificates. The officers of the Corporation
may issue a new certificate of stock in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, if the
owner of such certificate or his legal representative shall execute and deliver
to the Corporation and/or its transfer agent and register a satisfactory
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bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the lost, stolen or destroyed certificate and shall
execute and deliver to the Corporation an affidavit setting forth the facts
regarding such loss, theft or destruction. The foregoing requirements may be
waived in whole or in part by the President or the Board of Directors when, in
his or its judgment, it is proper to do so.
3. Transfer of Stock. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registrations of transfers of shares of stock of the Corporation
shall be made only on the stock transfer books of the Corporation by the person
named in the certificate or by his attorney lawfully constituted and, except in
the case of lost, stolen or destroyed certificates, only upon surrender of the
certificate or certificates therefor properly endorsed and the payment of all
taxes due thereon.
4. Regulations. The Board of Directors shall have power to
make all such regulations as it shall deem expedient concerning the issuance,
transfer, conversion and registration of stock certificates, not inconsistent
with statutory requirements or the certificates of incorporation or other
certificate filed pursuant to law or these by-laws.
ARTICLE VI - SEAL
The seal of the Corporation shall be circular in form and
contain the name of the Corporation, and the words "Corporate Seal, 1993,
Delaware." The seal shall be in the charge of the Secretary to be used as
directed by the Board of Directors.
ARTICLE VII - CHECKS, CONTRACTS, ETC.
All checks, notes, drafts, acceptances, securities, evidences
of indebtedness and contracts of the Corporation shall be signed or endorsed by
or on behalf of the Corporation by such officers, directors, employees or agents
of the Corporation as the Board of Directors from time to time designate. Such
authorization may be general or specific.
ARTICLE VIII - BOOKS OF ACCOUNT AND STOCK BOOK
The Corporation shall keep books of account of all the
business and transactions of the Corporation. A book to be known as the stock
register, containing the names, alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their places of residence, the number
of shares of stock held by them respectively, and the times when they
respectively became the owners thereof, and the amount paid thereon, shall be
kept by the Corporation or its transfer agent.
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ARTICLE IX - FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day
of January, or otherwise as the Board of Directors may determine.
ARTICLE X - OFFICES
The Corporation may have an office or offices in such place or
places as may be determined from time to time by the Board of Directors.
ARTICLE XI - NOTICES AND WAIVERS
1. Kind of Notice Required. Whenever under the provisions of
these by-laws notice is required to be given to any director, officer or
stockholder, it shall not be construed to mean personal notice, but unless
otherwise expressly stated in these by-laws such notice may be given in writing
by depositing the same in a post-office or letter box in a postpaid sealed
wrapper, addressed to such director officer or stockholder, at such address as
appears on the books of the Corporation, and such notice shall be deemed to have
been given at the time when the same was mailed.
2. Waiver of Notice. Whenever notice is required to be given
under any provision of the certificate of incorporation or these by-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.
ARTICLE XII - INDEMNIFICATION
1. Every person who is or was a director, officer, employee or
agent of the Corporation, or of any other corporation, partnership, joint
venture, trust or other enterprise (hereinafter collectively referred to as an
"other company") which he serves or served as such at the request of the
Corporation, shall, subject to the provisions of Section 2 hereof and except as
prohibited by law, be indemnified by the Corporation against any and all
liabilities and expenses actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding (whether
brought by or in the right of the Corporation or such other company or
otherwise), whether civil, criminal, administrative or investigative, or in
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connection with an appeal relating thereto, in which he was or is a party or is
threatened to be made a party by reason of his being or having been a director,
officer, employee or agent of the Corporation or of such other company, or by
reason of any action taken or not taken in his capacity as such director,
officer, employee or agent, whether or not he continues to be such director,
officer, employee or agent at the time such liabilities or expenses are
incurred, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation or
such other company, as case may be, and, in addition, in any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful;
provided that no indemnification shall be made in respect of any claim, issue or
matter in any action, suit or proceeding by or in the right of the Corporation
or such other company, as the case may be, as to which such person shall have
been adjudged to be liable to the Corporation or such other company, as the case
may be, unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite his adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other court shall
deem proper. As used in this Article, the term "expenses" shall include, but
shall not be limited to, counsel fees and disbursements and the term
"liabilities" shall include, but shall not be limited to, judgments, fines,
penalties and amounts paid in settlement. The termination of any action, suit or
proceeding, civil or criminal, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendre, or its equivalent, shall not, of itself, create a presumption that a
director, officer, employee or agent did not meet the standards of conduct set
forth in this Section.
2. Every person referred to in Section 1 hereof who has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Section 1 hereof, or in defense of any claim, issue or
matter therein, shall be deemed to have met the standards of conduct set forth
therein and shall be entitled to indemnification as of right. Except as provided
in the preceding sentence, any indemnification under Section 1 hereof (unless
ordered by a court) shall be made at the discretion of the Corporation, but only
if the determination that the standards of conduct set forth therein have been
met by the person seeking indemnification hereunder is made by either (i) the
Board of Directors, acting by a majority vote of a quorum consisting of
directors who (a) are not parties to such action, suit or proceeding or (b) have
been wholly successful in such respect of such action, suit or proceeding or
(ii) independent legal counsel in a written opinion.
3. Expenses incurred in depending a civil or criminal action,
suit or proceeding may be paid by the Corporation, in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the person to be indemnified to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation.
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4. The rights of indemnification and advancement of expenses
provided in this Article shall be in addition to any rights to which any person
referred to in Section 1 hereof may otherwise be entitled by law or under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, and such rights shall inure to the benefit of his heirs, executors
and administrators.
5. To the extent permitted by law, the foregoing provisions of
this Article shall be applicable to every person (and the heirs, executors and
administrators of such person) who is or was a director, officer, employee or
agent of any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger involving the Corporation, as
well as the resulting or surviving corporation therefrom, and in any such case
the references to "the Corporation" in the foregoing provisions of this Article
shall include, in addition to the Corporation, any such constituent corporation
or any such resulting or surviving corporation, as the case may be.
6. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other company, against any liability
or expense asserted against or incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability or expense under the provisions of this
Article or otherwise.
ARTICLE XIII - AMENDMENT
The by-laws, regardless of whether made by stockholders or by
the Board of Directors, may be amended, added to or repealed, or new by-laws may
be made, at any meeting of the stockholders, or (except such by-laws or such
amendments as shall have been adopted by the stockholders and at the time of
such adoption expressly designated as revocable only by the stockholders) at a
meeting of the Board of Directors, provided that notice of the proposed change
(unless waived as herein provided by a waiver or presence at the meeting) be
given in notice of the meeting.
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