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EXHIBIT 3.8
BY-LAWS
OF
KAISER FINANCE CORPORATION
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Article I - OFFICES
SECTION 1. Registered Office. The registered office of the Corporation
is hereby fixed and located at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware. The name of the registered agent in charge thereof is
The Corporation Trust Company.
SECTION 2. Other Offices. The Corporation shall have its principal
office in the Kaiser Center, 300 Lakeside Drive, Oakland, California. Other
offices may at any time be established by the Board of Directors at any place
or places, within or without the State of Delaware, where the Corporation is
qualified to do business.
Article II - MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meetings. All meetings of Shareholders for the
election of Directors shall be held at the principal office of the
Corporation or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of the Shareholders for any
other purpose may be held at such place as shall be stated in the notice of
the meeting.
SECTION 2. Annual Meetings. The annual meetings of Shareholders shall be
held at such date, time and place as may be designated by the Board of
Directors from time to time. At each annual meeting the Shareholders shall
elect a Board of Directors and transact such other business as may properly
be brought before the meeting.
SECTION 3. Special Meetings. Special meetings of Shareholders, for any
purpose or purposes whatsoever, may be
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called at any time by the Chairman of the Board or by any two (2) of the
Directors.
SECTION 4. Adjourned Meetings, Notice. Any Shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time, to be reconvened at the same or some other place, by the vote of a
majority of the shares, the holders of which are either present in person or
represented by proxy thereat. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original
meeting, but in the absence of a quorum no other business may be transacted
at any such meeting.
When any Shareholders' meeting, either annual or special, is adjourned
for thirty (30) days or more or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not
be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, if the time and place of the adjourned
meeting are announced at the meeting at which such adjournment is taken.
SECTION 5. Voting. At all meetings of Shareholders, every Shareholder
entitled to vote shall have the right to vote in person or by proxy the
number of shares standing in his own name on the stock records of the
Corporation; provided, however, that at all elections of Directors each
holder of record of stock entitled to vote for the election of Directors
shall be entitled to one vote for each share of such stock held by such
Shareholder for each Director's position to be filled. Cumulative voting for
Directors shall not be permitted. Voting shall be conducted by ballot.
SECTION 6. Quorum. Subject to any provisions of the Certificate of
Incorporation relating to a quorum at meetings at which the holders of shares
of stock of any class are entitled to vote separately as a class, the
presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction
of business. The Shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment ,
notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum. Shares of its own capital stock belonging on the record date for the
meeting to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for
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quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.
SECTION 7. Proxies. Every person entitled to vote at a meeting of
Shareholders shall have the right to do so either in person or by an agent or
agents authorized by a written proxy executed by such person or his duly
authorized agent and filed with the Secretary of the Corporation; provided that
no such proxy shall be valid after the expiration of three (3) years from its
date, unless the proxy provides for a longer period of time. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A Shareholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation.
Article III - DIRECTORS
SECTION 1. Powers. Subject to the limitations of the Certificate of
Incorporation, the By-laws and the General Corporation Law of the State of
Delaware as to action to be authorized or approved by the Shareholders, and
subject to the duties of Directors as prescribed by the By-laws, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the Corporation shall be managed by or under the direction of, the
Board of Directors.
SECTION 2. Number and Qualification of Directors. The Board of Directors
shall consist of four (4) members. Directors need not be Shareholders.
SECTION 3. Election and Term of Office. The Directors shall be elected
at each annual meeting of Shareholders, but if any such annual meeting is not
held, or the Directors are not elected thereat, the Directors may be elected
at any special meeting of Shareholders held for that purpose. All Directors
shall hold office until their respective successors are elected and qualified
or until their earlier resignation or removal.
SECTION 4. Vacancies. Vacancies in the Board of Directors may be filled
by a majority of the remaining Directors, though less than a quorum, or by a
sole remaining Director, and each Director so elected shall hold office
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until his successor is elected at an annual or a special meeting of the
Shareholders. Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more Directors by the provisions of the
Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the Directors elected
by such class or classes or series thereof then in office, or by the sole
remaining Director so elected.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director. The Shareholders may at any time
elect Directors to fill any vacancy not filled by the Directors.
Any Director may resign at any time by giving written notice to the Board
of Directors, the Chief Executive Officer or the Secretary of the Corporation.
Any such resignation shall take effect at the time of receipt of such notice or
at such later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
If any Director resigns, the Board shall have power to elect a successor to
take office at such time as the resignation shall become effective.
SECTION 5. Place of Meeting. Subject to the provisions of Section 13 of
this Article III, all meetings of the Board of Directors shall be held at the
principal office of the Corporation or at such other place in the United
States designated at any time by the Board.
SECTION 6. Organization Meeting. Immediately following each annual
meeting of Shareholders, the Board of Directors shall hold a regular meeting
for the purpose of organization, election of officers, and the transaction of
other business. Notice of all such regular meetings shall not be required.
SECTION 7. Other Regular Meetings. Other regular meetings of the Board
of Directors shall be held without call at such times as shall from time to
time be determined by the Board of Directors. Notice of all such regular
meetings shall not be required.
SECTION 8. Special Meetings. Special meetings of the Board of Directors,
for any purpose or purposes whatsoever, shall be called at any time by the
Chairman of the Board or by any two (2) of the Directors. Reasonable notice
thereof shall be given by the person or persons calling the meeting.
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SECTION 9. Quorum. At all meetings of the Board of Directors any two (2)
members of the Board shall be necessary and sufficient to constitute a quorum
for the transaction of business, except to fill vacancies in the Board as
hereinbefore provided, and except to adjourn as hereinafter provided. Every
act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present shall be regarded as the act
of the Board of Directors.
SECTION 10. Adjournment. A quorum of the Directors may adjourn any
Directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum a majority of the Directors present at any
Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors.
Notice of the time and place of holding an adjourned meeting of a Directors'
meeting, either regular or special, need not be given to absent Directors if
the time and place are fixed at the meeting adjourned.
SECTION 11. Fees and Compensation. Directors shall receive such
compensation for their services as Directors as shall be determined from time
to time by resolution of the Board of Directors. Any Director may serve the
Corporation in any other capacity as an Officer, agent, employee or otherwise
and receive compensation therefor.
SECTION 12. Directors' Action Without Meetings. 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, if a written consent
thereto is signed by all members of the Board or such committee as the case
may be, and such written consent is filed with the minutes of proceedings of
the Board or committee.
SECTION 13. Meetings by Telecommunication. Any meeting, regular or
special, of the Board of Directors or of any committee thereof may be held by
conference telephone or similar communication equipment, provided that all
Directors participating can hear one another. Participation in such a meeting
shall constitute presence in person at the meeting.
Article IV - COMMITTEES
SECTION 1. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board, designate one or more committees, each
committee to consist of one or more Directors. The Board of Directors may
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designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, 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 power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the Shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
Shareholders a dissolution of the Corporation or a revocation of dissolution,
or amending these By-laws; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
SECTION 2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. Reasonable notice of each committee
meeting (other than regularly scheduled meetings) shall be furnished to all
members of the committee. A majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of business,
the vote of a majority of the members present at a meeting at the time of such
vote if a quorum is then present shall be the act of such committee, and in
other respects each committee shall conduct its business in the same manner as
the Board of Directors conducts its business pursuant to Article III of these
By-laws.
Article V - OFFICERS
SECTION 1. Officers. The Officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, a Treasurer and a Controller. The
Board of Directors may also, at its discretion, choose from among its members a
Chairman of the Board and a Vice Chairman of the Board. The Corporation may
also have at the discretion of the Board of Directors, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
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Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers
and one or more Assistant Controllers. One person may hold two or more offices.
SECTION 2. Election. The Officers of the Corporation shall be elected by
the Board of Directors and each shall hold his office until he shall resign
or shall be removed or otherwise disqualified to serve, or his successor
shall be elected and qualified.
SECTION 3. Removal and Resignation. Any Officer may be removed, either
with or without cause, by a majority of the Directors at the time in office,
at any regular or special meeting of the Board of Directors, or, except in
the case of an Officer chosen by the Board, by the Chief Executive Officer.
Any Officer may resign at any time by giving written notice to the Board
of Directors, the Chief Executive Officer or the Secretary of the
Corporation. Any such resignation shall take effect at the time of 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
to make it effective.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, shall be filled in
the manner prescribed in the By-laws for regular appointments to such office.
SECTION 5. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the
Shareholders at which he shall be present and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board of
Directors or prescribed by the By-laws. If so designated by the Board of
Directors, the Chairman of the Board shall be the Chief Executive Officer.
SECTION 6. Vice Chairman of the Board. In the absence of the Chairman of
the Board, the Vice Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the Shareholders at which he shall
be present. The Vice Chairman of the Board shall exercise such other powers
and duties as may be from time to time assigned to him by the Board of
Directors or prescribed by the By-laws.
SECTION 7. Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman of the
Board or the Vice Chairman of the Board, if there be such Officers, the Chief
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Executive Officer shall have general supervision, direction and control of
the business and affairs of the Corporation.
SECTION 8. President. If the Chairman of the Board has not been
designated as the Chief Executive Officer, the President shall be the Chief
Executive Officer with the powers and duties set forth in Section 7 of this
Article V. If the Chairman of the Board has been so designated, the President
shall have such powers and perform such duties as from time to time may be
prescribed by the Board of Directors, the Chief Executive Officer or the
By-laws.
In the absence of the Chairman of the Board and of the Vice Chairman of
the Board, the President shall preside at all meetings of the Board of
Directors and of the Shareholders at which he shall be present.
SECTION 9. Executive Vice Presidents and Senior Vice Presidents. The
Executive Vice Presidents and Senior Vice Presidents, if any, shall have such
powers and perform such duties as from time to time may be prescribed by the
Board of Directors, the Chief Executive Officer or the By-laws.
SECTION 10. Vice Presidents. The Vice Presidents shall have such powers
and perform such duties as from time to time may be prescribed by the Board
of Directors, the Chief Executive Officer or the By-laws.
SECTION 11. Secretary. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office of the Corporation or such other place
as the Board of Directors may order, of all meetings of the Board of Directors
and any committee thereof and of the Shareholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at Directors' and committee
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
of the Corporation and at the office of the Corporation's transfer agent, if
a transfer agent shall be appointed, a stock ledger, or a duplicate stock
ledger, 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.
The Secretary shall give, or cause to be given, notice of all the
meetings of the Shareholders and of the Board of Directors required by the
By-laws or by law to be
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given, and he shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by
the Board of Directors, the Chief Executive Officer or the By-laws.
SECTION 12. Treasurer. The Treasurer shall keep or cause to be kept full
and accurate records of all receipts and disbursements in books of the
Corporation and shall have the care and custody of all funds and securities
of the Corporation.
The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation with such depositaries 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, shall render to the
Chief Executive Officer, the President and Directors, whenever they request
it, an account of all of his transactions as Treasurer and shall have such
other powers and perform such other duties as may be prescribed by the Board
of Directors, the Chief Executive Officer or the By-laws.
SECTION 13. Controller. The Controller shall be the chief accounting
officer of the Corporation. He shall keep or cause to be kept all books of
accounts and accounting records of the Corporation and 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,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all times be open to inspection by any Director. He shall prepare or cause
to be prepared appropriate financial statements for the Corporation and shall
have such other powers and perform such other duties as may be prescribed by
the Board of Directors, the Chief Executive Officer or the By-laws.
Article VI - MISCELLANEOUS
SECTION 1. Record Dates. The Board of Directors may fix in advance a
date as a record date for the determination of the Shareholders entitled to
notice of and to vote at any meeting of Shareholders, or entitled to receive
payment of any dividend, or the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or
the date for any other lawful action, and in such case such Shareholders, and
only such
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Shareholders as shall be Shareholders of record on the date so fixed, shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to take such other action, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
Notwithstanding any other provision hereof, the record date established
pursuant to this Section shall, with respect to a meeting of Shareholders, be
not more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor, with respect to any other action, more than sixty (60) days
prior to such action.
SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.
SECTION 3. Contracts, How Executed. The Board of Directors may authorize
any Officer or Officers, agent or agents, to enter into any contracts or
execute any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances; and unless
so authorized by the Board of Directors, no Officer, agent or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
to any amount.
SECTION 4. Waiver of Notice of Meetings of Shareholders, Directors and
Committees. Whenever notice is required to be given by law or 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
Shareholders, Directors, or members of a committee of Directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these by-laws.
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SECTION 5. Certificates of Stock. A certificate for shares of the
capital stock of the Corporation shall be issued to each Shareholder when any
such shares are fully paid up. All such certificates shall be signed by or in
the name of the Corporation by the Chief Executive Officer or the President
or a Vice President and the Secretary or an Assistant Secretary. 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 such
person were such Officer, at the date of issue .
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, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.
SECTION 6. Representation of Shares Held by Other Corporations. Shares
of the Corporation standing in the name of another corporation may be voted
or represented, and all rights incident thereto may be exercised on behalf of
such other corporation, by any officer thereof authorized so to do by
resolution of its board of directors, or by its executive committee, or by
its by-laws, or by any person authorized so to do by proxy or power of
attorney duly executed by the president or vice president and secretary or
assistant secretary of such other corporation, or by authority of the board
of directors thereof.
SECTION 7. Inspection of Stock Ledger. The Secretary shall prepare and
make, at least ten (10) days before every meeting of Shareholders, a complete
list of the Shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each Shareholder and the number
of shares registered in the name of each Shareholder. Such list shall be open
to the examination of any Shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city 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 of the meeting during the whole time
thereof, and may be inspected by any Shareholder who is present.
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SECTION 8. Interested Directors, Quorum. No contract or transaction
between the Corporation and one or more of its Directors or Officers, or
between the Corporation and any other corporation, partnership, association
or other organization in which one or more of its Directors or Officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the Director or Officer is
present at or participates in the meeting of the Board of Directors or
committee thereof which authorizes the contract or transaction, or solely
because his or her or their votes are counted for such purpose, if: (a) the
material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
(b) the material facts as to his or her relationship or interest and as to
the contract or transaction are disclosed or are known to the Shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the Shareholders; or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the Shareholders.
Common or interested Directors may be counted in determining the presence of
a quorum at a meeting of the Board or of a committee which authorizes the
contract or transaction.
SECTION 9. Indemnification. The Corporation shall indemnify to the full
extent authorized by law, whether by statute, court decision or otherwise,
any person made or threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person or such person's testator or intestate is
or was a Director, Officer or employee of the Corporation or serves or served
at the request of the Corporation any other enterprise as a director, officer
or employee.
Expenses incurred by a Director or Officer of the Corporation in defending
a civil or criminal action, suit or proceeding shall 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 such Director or Officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation. Such expenses incurred by other employees may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
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For purposes of this By-law, the term "Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger, the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee benefit plan;
service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves services by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed
to be action not opposed to the best interests of the Corporation.
Article VII - AMENDMENTS
SECTION 1. Adoption, Amendment or Repeal of By-laws. By-laws may be made,
adopted, altered, amended or repealed by the vote of Shareholders entitled to
exercise a majority of the voting power of the Corporation. Subject to the
right of Shareholders to make, adopt, amend, alter or repeal By-laws, By-laws
may be made, adopted, amended, altered or repealed by the Board of Directors.
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