EXHIBIT 3.5
BYLAWS
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DEERE RECEIVABLES CORPORATION
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As Adopted March 7, 1996
ARTICLE 1 - IDENTIFICATION
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SECTION 1. NAME. The name of the Company is Deere Receivables Corporation
(hereinafter referred to as the "Company").
SECTION 2. OFFICES. The address of the Company's registered office in
Nevada shall be in the City of Reno, County of Washoe, State of Nevada. The
Company may have such other offices both within and without the State of Nevada
as the Board of Directors may from time to time determine or business may
require.
SECTION 3. SEAL. The seal of the Company shall have inscribed thereon the
name of the Company, the words "Corporate Seal" and the words "Nevada
Corporation." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION 4. FISCAL. The fiscal year of the Company shall be fixed by
resolution of the Board of Directors.
ARTICLE II - THE SHAREHOLDERS
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SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for any purpose
may be held at such place within or without the State of Nevada as may be
designated by the President or the Board of Directors and stated in the notice
of meeting.
SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders, at which
they shall elect directors and may transact such other business as may properly
be brought before the meeting, shall be held at 11:00 a.m., local time, on the
last Tuesday in February of each year, if such day is not a legal holiday, and
if a legal holiday, then on the first following day that is not a legal holiday.
The time and place of such meeting may be changed by the Board of Directors and
designated in the notice of the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the President or the Board of Directors.
SECTION 4. NOTICE OF MEETINGS. Notice of each meeting of stockholders,
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered at least ten days before the date of the meeting, either personally or
by mail, by or at the direction of the President or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his
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address as it appears on the stock transfer books of the Company with postage
thereon prepaid. Notice of any meeting of stockholders may be waived in writing
signed by the stockholder entitled to such notice, whether before or after the
time of such meeting, and shall be equivalent to the giving of such notice.
Attendance of a stockholder 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. The officer
who has charge of the stock ledger of the company shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, 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 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 stockholder who is present.
SECTION 5. QUORUM. The holders of a majority of the shares entitled to
vote at any meeting of stockholders, present in person or by proxy, shall
constitute a quorum at such meeting except as otherwise provided by statute. If
a quorum shall not be present at a meeting of the stockholders, the holders of a
majority of the shares entitled to vote, present in person or by proxy, may
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present or represented. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called.
Whenever a quorum shall be present at any meeting all matters shall be decided
by vote of the holders of a majority of the shares present, unless otherwise
provided by statute or, in the case of election of directors, by these bylaws.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 6. REQUIRED VOTE. Each election of directors or others shall be
determined by a plurality vote, and, except as otherwise required by law or by
the certificate of incorporation, each other matter shall be determined by a
vote of a majority of the shares present in person or represented by proxy.
SECTION 7. VOTING AT MEETINGS. Each stockholder shall be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be' voted after three years
from its date, unless the proxy provides for a longer period.
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SECTION 8. ORGANIZATION. The President of the Company or, in the event of
his absence or inability to act, a Vice President or in the absence or inability
to act of both, a director present, acting in such order of priority as shall be
designated by the President, shall preside as Chairman at each meeting of the
stockholders. The Secretary of the Company shall act as Secretary of each
meeting of the stockholders. In the event of his absence or inability to act,
the Chairman of the meeting shall appoint a person who need not be a stockholder
to act as Secretary of the meeting.
SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise provided in the
certificate of incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if all the stockholders who would have
been entitled to vote upon the action if such meeting were held, shall consent
in writing to such corporate action being taken.
ARTICLE III - THE BOARD OF DIRECTORS
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SECTION 1. NUMBER AND QUALIFICATIONS. The business and affairs of the
Company shall be managed by a Board of SIX directors who need not be residents
of the State of Nevada or stockholders of the Company. The number of directors
may be increased or decreased from time to time by amendment of these Bylaws,
provided no decrease shall have the affect of shortening the term of any
incumbent director.
SECTION 2. ELECTION. Directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 3 of this Article, and each
director elected shall hold office during the term for which he is elected and
until his successor is elected and qualified.
SECTION 3. VACANCIES. Any vacancies occurring in the Board of Directors
and newly created directorships resulting from any increase in the authorized
number of directors may be filled, subject to Article SEVENTH subpart (3) of the
certificate of incorporation, by a majority of the remaining directors though
less than a quorum of the Board of Directors, and the directors so chosen shall
hold office until the next annual election of directors and until their
successors are elected by the stockholders and are qualified.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and at such place, either within or
without the State of Nevada as shall from time to time be determined by the
Board.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held upon notice by letter, telegram, cable, or radio-gram, delivered for
transmission not later than during the third day immediately preceding the day
for such meeting, or by word of mouth, telephone, or radiophone, received not
later than the day immediately preceding the day for such meeting, upon call of
the President or other officer or upon call by the President or the Secretary
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at the request in writing of one-third of the directors then in office, at
company offices in Moline, Illinois or at any other place either within or
without the State of Nevada, approved by the Board of Directors or the
President. Notice of any special meeting of the Board of Directors may be waived
in writing signed by the person or persons entitled to such notice, whether
before or after the time of such meeting, and shall be equivalent to the giving
of such notice. Attendance of a director at such meeting shall constitute a
waiver of notice thereof, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because such
meeting is not lawfully convened. Neither the business to be transacted at, nor
the purpose of, any special meeting of the Board of Directors need be specified
in the notice, or waiver of notice, of such meeting.
SECTION 6. QUORUM. Two directors shall constitute a quorum for the
transaction of business. 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 of Directors
except as otherwise provided by the statutes, the certificate of incorporation
or these Bylaws. During an emergency period following a catastrophe, a majority
of the surviving members of the Board of Directors who have not been rendered
incapable of acting as the result of physical or mental incapacity or the
difficulty of transportation to the place of the meeting shall constitute a
quorum for the purpose of filling vacancies in the Board of Directors and among
the elected officers of the Company, subject to Article SEVENTH subpart (3) of
the certificate of incorporation.
SECTION 7. ORGANIZATION. The President, or in the event of his absence or
inability to act, a Vice President or, in the event of the absence or inability
to act of both the President and Vice President, another director present,
acting in such order of priority as shall be designated by the President, shall
act as Chairman of each meeting of the Board of Directors.
SECTION 8. ACTIONS BY WRITTEN CONSENT. 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 of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or such committee.
SECTION 9. PARTICIPATION WITH COMMUNICATIONS EQUIPMENT. Unless otherwise
restricted by law or by the certificate of incorporation or these Bylaws,
members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors, or of any
committee, by conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
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SECTION 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed 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
Company, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Company and may authorize the seal of the Company to be
affixed to all papers which may require it. Such committee shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required;
provided, however, that no such committee shall have such power or authority in
reference to approving the institution of any corporate action described in the
Eleventh Article of the Certificate of Incorporation.
ARTICLE IV - THE OFFICERS
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SECTION 2. NUMBER AND QUALIFICATIONS. The principal officers of the
Company shall consist of a President, one or more Vice Presidents, a Secretary,
and a Treasurer; and the Company may have such other officers and assistant
officers as may be deemed necessary by the Board of Directors. Any number of
offices may be held by the same person.
SECTION 2. GENERAL DUTIES. All officers of the Company shall have such
authority and perform such duties in the management of the Company as may be
provided by or delegated in accordance with these bylaws, or as may be
determined by resolution of the Board of Directors not inconsistent with these
bylaws. All agents and employees of the Company not appointed by the Board of
Directors may be appointed by the President or by persons authorized by him to
do so, to serve for such time and to have such duties as the appointing
authority may determine from time to time.
SECTION 3. ELECTION AND TERM OF OFFICE. The officers shall be elected by
the Board of Directors. Each officer shall hold office for one year and until
his successor is elected and qualified, or until he shall have resigned or shall
have been removed in the manner provided in Section 4.
SECTION 4. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the interests of the Company will be served thereby,
provided, that the independent officer required by Article SEVENTH subpart (3)
of the certificate of incorporation, shall not be removed until a similarly
qualified independent officer has been elected to take the first officer's
place. Such removal shall be without prejudice to the contract rights, if any,
of the person removed. Election of an officer shall not of itself create
contract rights.
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SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President. Such resignation
shall take effect at the time specified therein and, unless specified therein,
the acceptance of such resignation shall not be necessary to make it effective,
provided, that the resignation of the independent officer required by Article
SEVENTH subpart (3) of the certificate of incorporation, shall not be accepted
until a similarly qualified independent officer has been elected to take the
first officer's place.
SECTION 6. VACANCIES. A vacancy in any office may be filled by the Board
of Directors.
SECTION 7. PRESIDENT. The President shall be the chief executive officer
of the Company and as such shall have the active executive management of the
operation of the Company, and shall see that the order and resolutions of the
Board of Directors are carried into effect. He shall have power to execute in
the name of the Company all bonds, contracts, other obligations and property
conveyances which are duly authorized, and he shall have all the powers and
perform all duties devolving upon him by law and as head of the Company. He may
call special meetings of the stockholders and of the Board of Directors. From
time to time he shall bring to the attention of the Board of Directors such
information or recommendations concerning the business and affairs of the
Company as he may deem necessary or appropriate. When present, he shall preside
at all meetings of the stockholders and of the Board of Directors.
SECTION 8. VICE PRESIDENTS. The Vice Presidents shall have such powers and
perform such duties as the Board of Directors may from time to time prescribe or
as the President may from time to time delegate to them. In the absence or
inability to act of the President, his duties shall be performed by the Vice
President designated by the President or the Board of Directors.
SECTION 9. SECRETARY. The Secretary shall act as Secretary of all meetings
of the stockholders and the Board of Directors, and of committees of the Board
of Directors. He shall prepare and keep or cause to be kept in books provided
for the purpose minutes of all meetings of the stockholders and the Board of
Directors; shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; shall be custodian of the
records and of the seal of the Company and see that the seal is affixed to all
documents the execution of which on behalf of the Company under its seal is duly
authorized, and in general he shall perform all duties incident to the office of
Secretary and as required by law and such other duties as may be assigned to him
from time to time by the Board of Directors or by the President.
SECTION 10. TREASURER. The Treasurer shall have charge and custody of and
be responsible for, all moneys, notes and securities in the possession of the
Company, and deposit all funds in the name of the Company in such banks, trust
companies or other depositories as he may select; shall receive, and give
receipts for, moneys due and payable to the Company from any source whatsoever;
and in general he shall perform all the duties incident to the office of
Treasurer and as required by law and such other duties as may be assigned to him
from time to time by the Board of Directors or by the President.
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SECTION 11. OTHER OFFICERS. Other officers and assistant officers elected
by the Board of Directors shall have such authority and perform such duties as
may be determined by resolution of the Board of Directors.
ARTICLE V - ACTS WITH RESPECT TO SECURITIES OWED
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SECTION 1. ENDORSEMENT OF SECURITIES. Subject always to the specific
directions of the Board of Directors, any security or securities owned by the
Company (including reacquired shares of capital stock of the Company) may, for
sale or transfer, be endorsed in the name of the Company by the President or
Treasurer, and may be attested by the Secretary either with or without affixing
thereto the corporate seal.
SECTION 2. VOTING OF SHARES OWNED. Subject always to the specific
direction of the Board of Directors, any share or shares of stock issued by any
other corporation and owned or controlled by the Company may be voted at any
stockholders' meeting of such other corporation by the President of the Company,
if he be present at such meeting, or in his absence by the Treasurer of the
Company. Whenever, in the judgment of the President, it is desirable for the
Company to execute a proxy or give a stockholders' consent in respect to any
share or shares of stock issued by any other corporation and owned or controlled
by the Company, such proxy or consent shall be executed in the name of the
Company by such officer of the Company without necessity of any further
authorization of the Board of Directors. Any person or persons designated in
the manner above stated as the proxy or proxies of the Company shall have full
right, power and authority to vote the share or shares of stock issued by such
other corporation and owned or controlled by the Company.
ARTICLE VI - STOCK CERTIFICATES
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SECTION 1. CERTIFICATES OF STOCK. The shares of the Company may be
represented by a certificate or may be uncertificated. Certificates to evidence
ownership of stock of the Company shall be issued in such form as the Board of
Directors shall from time to time approve. Any or all of the signatures on a
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in
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such manner as it shall require or to give the Company a bond in such sum as it
may direct as indemnity against any claim that may be made against the Company
in connection with the certificate alleged to have been lost, stolen or
destroyed, or both.
SECTION 3. REGISTRATION OF TRANSFERS. Upon surrender to the Company or the
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, the Company or its transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its stock records.
SECTION 4. RECORD DATE. In order that the Company 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. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 5. REGISTERED STOCKHOLDERS. The Company shall be entitled to
recognize the exclusive right of a person registered in its stock records as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.
ARTICLE VII - OTHER PROVISIONS
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SECTION 1. LOANS. No loan shall be made to any director or officer of the
Company and no loan shall be made to anyone secured by shares of the Company's
capital stock.
SECTION 2. AMENDMENTS. Except as otherwise provided herein, these Bylaws
(other than those in Article III Section 3, Article III Section 10, Article IV
Section 4, Article IV Section 5, Article VII Section 2 and Article VII Section
5) may be altered or repealed by the Board of Directors, by majority vote at any
regular or special meeting at which a quorum is present. ARTICLE III Section 3,
Article III Section 10, ARTICLE IV Section 4, ARTICLE IV Section 5 and Article
VII Section 2 shall not be amended or otherwise modified except as described in
the Eleventh Article of the Certificate of Incorporation. Article VII Section 5
shall not be amended or otherwise modified except by the unanimous vote of the
entire Board of Directors of the Company.
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SECTION 3. DIVIDENDS. Dividends upon the capital stock of the Company,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation and
requirements of law.
SECTION 4. SIGNATURES ON CHECKS AND NOTES. All checks or demands for money
and notes of the Company shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.
SECTION 5. BANKRUPTCY PROCEEDINGS. The Company shall not, without the consent
of at least one of its Independent Directors, institute against or join in any
institution against, any entity in which the Company holds an ownership interest
any bankruptcy, insolvency, liquidation, reorganization or arrangement
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law.
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