EXHIBIT 3B
1/26/01
BY-LAWS OF
GATX CORPORATION
ARTICLE I
MEETING OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Every meeting of the shareholders of GATX
Corporation (hereinafter called the Corporation) shall be held at the principal
office of the Corporation in the State of New York, or at such other place in or
out of said State as shall be specified in the notice of such meeting or waiver
of such notice.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held at the hour specified in the notice of such meeting, or waiver of such
notice, on the fourth Friday of April in each year (or if that day shall be a
legal holiday, then on the next succeeding business day) or on such other date
as the Board may determine for the election of directors and for the transaction
of such other business as may properly come before the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may,
unless otherwise provided by law, be called by the Chairman of the Board or the
President of the Corporation, or by a majority of the Board of Directors of the
Corporation (hereinafter called the Board).
SECTION 4. NOTICE OF MEETINGS. Notice of the time and place of holding of
each meeting of the shareholders and of the purpose or purposes for which the
meeting is called shall be in writing and signed by the President or a
Vice-President or the Secretary or an Assistant Secretary of the Corporation. A
copy of such notice shall be served, either personally or by mail, upon each
shareholder entitled to vote at the meeting not less than ten (10) nor more than
sixty (60) days before the meeting. If mailed, such copy shall be directed to
the shareholder at his address as it appears on the stock book, unless he shall
have filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other place, in which case it shall be mailed
to the address designated in such request. No notice need be given of any
adjourned meeting, except when expressly required by law.
SECTION 5. QUORUM. Unless otherwise provided by law or in the Certificate
of Incorporation of the Corporation as amended (hereinafter called the
Certificate of Incorporation), the presence of the holders of record, in person
or represented by proxy, of a majority of the shares of stock entitled to be
voted thereat shall be necessary to constitute a quorum for the transaction of
business at any meeting of shareholders. In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or represented by proxy, or in the absence
therefrom of all the shareholders, any officer entitled to preside at, or to act
as secretary of, such meeting, may adjourn such meeting from time to time until
a quorum is present thereat. At any adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally called.
SECTION 6. ORGANIZATION. At each meeting of the shareholders, the Chairman
of the Board, the President or a Vice-President designated for the purpose by
the Chairman (with priority in the order named), or in the absence of said
officers, a chairman chosen by a majority vote of the shareholders present in
person or represented by proxy and entitled to vote thereat shall act as
chairman. The Secretary shall act as secretary at each meeting of the
shareholders, or in his absence the chairman may appoint any person present to
act as secretary of the meeting.
SECTION 7. ORDER OF BUSINESS. The order of business at all meetings of the
shareholders shall be determined by the chairman of the meeting.
SECTION 8. VOTING. Unless otherwise provided by law or in the Certificate
of Incorporation, the Common Stock only shall have voting power. Each holder of
record of shares of stock of the Corporation entitled to vote at any meeting of
shareholders shall, in all matters, be entitled to one vote for each share of
stock owned by him. Shareholders may vote either in person or by proxy. Except
as otherwise provided by law or these By-laws, or by the Certificate of
Incorporation, the majority of the votes cast shall prevail on all matters
submitted to vote at any meeting of the shareholders. Unless so directed by the
chairman of the meeting, the vote at such meeting need not be by ballot, except
that all elections of directors by shareholders shall be by ballot. At the
direction of such chairman that a vote by ballot be taken on any question, such
vote shall be taken. On a
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vote by ballot each ballot shall be signed by the shareholder voting, or by his
proxy as such if there be such proxy. Except as otherwise provided by law or by
these By-laws all voting may be via voce.
SECTION 9. INSPECTORS OF ELECTION. At each meeting of the shareholders the
chairman of such meeting shall appoint one or more inspectors of election to act
thereat. No director or candidate for the office of director shall be appointed
such inspector. Each inspector of election so appointed, before entering upon
the discharge of his duties, shall be sworn faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability, and the oath so taken shall be subscribed by such inspectors. Such
inspectors of election, after the voting on any question, shall make a
certificate of the result of the vote taken. Inspectors need not be
shareholders.
SECTION 10. RECORD DATE. The Board may fix a day and hour not more than
sixty (60) days prior to the day and hour then fixed for the holding of any
meeting of shareholders as the time as of which shareholders entitled to notice
of and to vote at such meeting shall be determined, and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting.
SECTION 11. ADVANCE NOTIFICATION OF SHAREHOLDER NOMINATIONS FOR DIRECTORS
AND OTHER PROPOSALS. No shareholder may propose to nominate persons for election
to the Board at an annual meeting of the shareholders of the Corporation or to
bring other business before an annual meeting of the shareholders of the
Corporation, unless such shareholder gives timely notice thereof to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
addressed to the Secretary of the Corporation and received at the principal
executive offices of the Corporation not more than one hundred twenty (120) days
and not less than ninety (90) days prior to the first anniversary date of the
immediately preceding annual meeting; provided, however, that in the event the
annual meeting is called for a date which is not within sixty (60) days before
or after such anniversary date, notice by the shareholder, to be timely, must be
received no later than the close of business on the fifteenth (15th) day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever
occurs first.
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Such shareholder's notice shall set forth: (a) as to each person whom the
shareholder proposes to nominate at the annual meeting for election to the
Board, (i) the name, age, business address and residential address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation which are beneficially owned by
such person, (iv) a description of all arrangements or understandings between
such shareholder and such person, (v) all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, and any other rules of
the Securities and Exchange Commission, (vi) such other information as may be
reasonably required by the Corporation to determine the eligibility of such
person to serve as a director of the Corporation, and (vii) any such person's
written consent to serve as a director if so elected; (b) as to any other
business that such shareholder proposes to bring before the annual meeting, (i)
a description of the business desired to be brought before the meeting in
sufficient detail for such business to be summarized in the agenda for the
meeting, (ii) the reasons for conducting such business at the meeting, and (iii)
any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (i) the name and address of such
shareholder, as it appears on the Corporation's books, and of any such
beneficial owner, and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and any such
beneficial owner. Notwithstanding compliance with the foregoing requirements, no
person proposed to be nominated to the Board by a shareholder pursuant to this
procedure shall become a nominee for election to the Board and no other business
shall be considered at the annual meeting unless the shareholder who has
provided the notice or his proxy, nominates such person or introduces such
business at the meeting, as the case may be. The presiding officer of the annual
meeting shall, if the facts warrant, refuse to acknowledge a nomination or the
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consideration of business which was not made in compliance with the foregoing
requirements.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER, ELECTION, TERM, POWERS. The Corporation shall have such
number of directors, not less than three (3) nor more than twenty-one (21), as
shall from time to time be determined by the vote of a majority of the entire
board. Except as otherwise provided herein, the directors shall be chosen at the
annual meeting of shareholders in each year, by a plurality of the votes cast in
the election therefor. The term of office of each director shall (unless vacated
as provided herein) be from the time of his election and qualification until the
annual meeting of shareholders next succeeding his election and until his
successor shall have been duly elected and qualified, or until his earlier death
or resignation. The directors shall act only as a board and the individual
directors shall have no power as such. The Board shall have, in the management
of the Corporation's affairs, all powers which are not inconsistent with the
laws of the State of New York or these By-laws, or the Certificate of
Incorporation.
SECTION 2. QUALIFICATIONS. All directors shall be at least twenty-one (21)
years of age.
SECTION 3. FIRST MEETING. After each election of directors by the
shareholders, on the same day and at the conclusion of the meeting of
shareholders at which such election shall be held, and at the place where such
election is held, the newly elected Board shall meet for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If a quorum shall not be present at
such time and place, but at least one director is present, then such meeting
shall be adjourned as provided in Section 6 of this Article II. If no director
shall be present at such time and place, then such meeting may be held at any
other time and place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board or in a waiver of notice thereof.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board shall be held at
such times and places as the Board by resolution may determine. If any day fixed
for a
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regular meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day at said place. Except as
provided by law or these By-laws, notice of regular meetings need not be given.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or by the
Secretary at the request of a majority of the members of the Board. Except as
otherwise provided by law, notice of each such special meeting shall be mailed
to each director, addressed to him at his residence or usual place of business,
at least two days before the day on which such meeting is to be held, or shall
be sent addressed to him at such place by telegraph, cable or wireless, or be
delivered personally or by telephone, not later than the day before the day on
which such meeting is to be held. Notice of any meeting of the Board need not,
however, be given to any director, if waived by him as in these By-laws
provided. Except as otherwise specifically provided by law or these By-laws, the
notice or waiver of notice of any meeting of the Board need not contain any
statement of the purposes of the meeting or any specification of the business to
be transacted thereat.
SECTION 6. QUORUM. Unless otherwise provided by law or in the Certificate
of Incorporation or in these By-laws, the presence of not less than one-third of
the number of directors as fixed in accordance with these By-laws shall be
necessary to constitute a quorum for the transaction of business by the Board.
In the absence of a quorum, a majority of the directors present may adjourn any
meeting of the Board from time to time until a quorum shall be present thereat.
Notice of any adjourned meeting need not be given. At any adjourned meeting at
which a quorum is present any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 7. VOTING. At all meetings of directors, a quorum being present,
all matters, except those the manner of deciding upon which is otherwise
provided by law or these By-laws, or in the Certificate of Incorporation, shall
be decided by the vote of a majority of the directors present.
SECTION 8. ORGANIZATION. At each meeting of the Board the Chairman of the
Board or, in the Chairman's absence, a director chosen by a majority of the
directors present,
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shall act as chairman. The Secretary, or in the Secretary's absence any person
appointed by the chairman, shall act as secretary of the meeting. Any meeting of
the Board may be adjourned by the vote of a majority of the directors present at
such meeting.
SECTION 9. VACANCIES. Any vacancy in the Board whether arising from death,
resignation, an increase in the number of directors or any other cause, may be
filled by the vote of a majority of the remaining directors, provided that, in
the case of a vacancy occurring through the resignation of a director, the
resigning director shall be entitled to vote with the other directors for his
successor.
SECTION 10. PLACE OF MEETING. The Board may hold its meetings at such place
or places within or without the State of New York as it may from time to time by
resolution determine or as shall be specified or fixed in the respective notices
or waivers of notice thereof.
SECTION 11. INDEMNIFICATION. (a) The Corporation shall indemnify to the
fullest extent permitted by law, any person made, or threatened to be made, a
party to an action or proceeding, civil or criminal (including an action by or
in the right of the Corporation or by or in the right of any other corporation
or business entity of any type or kind, domestic or foreign, which any director
or officer of the Corporation served in any capacity at the request of the
Corporation), by reason of the fact that he or she, his or her testator or
intestate, was a director or officer of the Corporation (or such director or
officer, his or her testator or intestate served the Corporation or such other
corporation or business entity in any capacity), against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, and the Corporation may pay, in advance of final disposition
of any such action or proceeding, expenses (including attorneys' fees) incurred
by such person in defending such action or proceeding.
The Corporation may indemnify, and make advancements to, any person made,
or threatened to be made, a party to any such action or proceeding by reason of
the fact that he or she, his or her testator or intestate, is or was an agent or
employee (other than a director or officer) of the Corporation (or served
another corporation or business entity at the request of the Corporation in any
capacity), on such terms, to such extent, and subject
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to such conditions, as the Board shall determine, including payment, in advance
of final disposition of any such action or proceeding, expenses (including
attorneys' fees) incurred by such person in defending such action or proceeding.
In addition to the foregoing, the Corporation shall indemnify to the
fullest extent permitted by law, any person made, or threatened to be made, a
party to an action or proceeding, civil or criminal, by reason of the fact that
such person, his or her testator or intestate, is or was a director or officer
of any other corporation or business entity, of any type or kind, domestic or
foreign, which any such person served at the request of the Corporation, against
judgments, fines, amounts paid in settlement (with the prior consent of the
Corporation) and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, and the Corporation may pay, in advance of final disposition of any
such action or proceeding, expenses (including attorneys' fees) incurred by such
person in defending such action or proceeding.
(b) A person shall be presumed to be entitled to indemnification for any
act or omission covered by this By-law. The burden of proof of establishing that
a person is not entitled to indemnification because of the failure to fulfill
some requirement of New York law, the Corporation's charter, or the By-laws
shall be on the Corporation.
(c) If a claim under this By-law is not paid in full by the Corporation
within thirty days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim, including attorneys' fees.
SECTION 12. ACTION BY WRITTEN CONSENT. Unless otherwise provided by law or
in the Certificate of Incorporation of the Corporation, any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee.
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SECTION 13. ACTION BY MEANS OF CONFERENCE TELEPHONE. Any one or more
members of the Board may participate in a regular or special meeting of the
Board by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
COMMITTEES
SECTION 1. COMMITTEES. On the terms, to the extent and subject to the
conditions, prescribed by law or by resolution of the Board, the Board, by
resolution adopted by a majority of the entire Board, may designate from among
its members an Executive Committee and other committees, each of which shall
consist of three or more directors and shall have the authority of the Board.
The Board may designate one or more directors as alternate members of any
committee, who may act in the place of any absent member or members of such
committee. The presence of not less than one-third of the number of members of
any committee or two members of such committee, whichever shall be greater,
shall be necessary to constitute a quorum of such committee and, except as
otherwise provided by law, the Certificate of Incorporation or these By-laws, a
majority vote of the committee members present shall be the act of the
committee.
SECTION 2. ACTION BY MEANS OF CONFERENCE TELEPHONE. Any one or more members
of any committee of the Board may participate in a meeting of such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a Chairman of
the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer
and a Controller. The officers of the Corporation may also include, at the
option of the Board, one or more Vice-Chairmen of the Board, each of whom shall
be a member of the Board. Two or more offices may be conferred upon one person,
except the offices of President
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and Secretary. The Board may require any officer, agent or employee to give
security for faithful performance of such person's duties.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATION. The officers of the
Corporation shall be chosen by the Board as soon as practicable after each
annual election of directors, each such officer to hold office until his
successor shall have been chosen and qualified, or until his earlier death or
resignation, or removal in the manner hereinafter provided.
SECTION 3. SUBORDINATE OFFICERS. The Board may appoint as subordinate
officers, assistants to any officer including assistant secretaries and
assistant treasurers, agents or employees as the Board may deem necessary or
advisable, each of whom shall serve for such period, have such authority and
perform such duties as the Board may from time to time determine or as may be
set forth in these By-laws. The Board may delegate to any officer the power to
appoint and remove subordinate officers, assistant secretaries, assistant
treasurers, agents or employees.
SECTION 4. MANAGEMENT DIRECTION. The Board shall designate an officer of
the Corporation to be the chief executive officer of the Corporation and such
chief executive officer shall have, subject to the control of the Board, general
and active supervision and direction over the property, business and affairs of
the Corporation and the personnel thereof.
SECTION 5. THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall
perform all duties customarily incident to the office of Chairman of the Board
and such other duties as may from time to time be assigned to him by the Board.
He shall, if present, preside at all meetings of the shareholders and of the
Board.
SECTION 6. THE VICE-CHAIRMAN OF THE BOARD. Each Vice-Chairman of the Board
shall have such authority and perform such duties as may from time to time be
assigned by these By-laws, the Board or the Chairman of the Board.
SECTION 7. THE PRESIDENT. The President shall perform all duties
customarily incident to the office of President and such other duties as may
from time to time be assigned to him by the Board. In case of the absence or
inability to act of the Chairman of the Board, the President shall perform the
duties of the Chairman of the Board, and
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when so acting shall have all the powers of and be subject to all the
restrictions upon the Chairman of the Board.
SECTION 8. VICE-PRESIDENTS. Each Vice-President shall have such powers and
perform such duties as the Board, the Chairman of the Board or the President may
from time to time prescribe, and shall perform such other duties as may be
prescribed by these By-laws. In case of the absence or inability to act of the
President, then one of the Vice-Presidents who shall be designated for the
purpose by the Board shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President.
SECTION 9. THE SECRETARY. The Secretary shall act as secretary of, and keep
the minutes of, all meetings of the Board and of the shareholders; he shall
cause to be given such notice of all meetings of the shareholders and directors
as required; he shall be custodian of the seal of the Corporation and shall
affix the seal or cause it to be affixed to all certificates and documents, the
execution of which on behalf of the Corporation under its seal shall have been
specifically or generally authorized; he shall have charge of the books, records
and papers of the Corporation relating to its organization as a corporation; and
he shall in general perform all the duties incident to the office of Secretary.
He shall also have such other powers and perform such other duties, not
inconsistent with these By-laws, as the Chairman of the Board, the President or
the Board shall from time to time prescribe.
SECTION 10. THE TREASURER. The Treasurer shall have charge and custody of,
and be responsible for, all the funds and securities of the Corporation and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name of and to the credit of the Corporation in such banks or
other depositaries as may be designated by the Board; he shall disburse the
funds of the Corporation, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board, the President or the Board, whenever
any one or more of them may require him so to do, a statement of all his
transactions as Treasurer; and, in general, he shall perform all the duties
incident to the
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office of Treasurer and such other duties as may from time to time be assigned
to him by the Chairman of the Board, the President or the Board.
SECTION 11. THE CONTROLLER. The Controller shall keep accurate accounts, in
such form as may be approved by the Board of Directors, of all financial
transactions of the Corporation; he shall supervise and direct the keeping of
all of the financial records and accounting records of the Corporation, and
shall have general charge, supervision and direction of the accounting
departments of the Corporation; he shall discharge such other duties and have
such other powers as may be required of or granted to him by the Board.
SECTION 12. ASSISTANTS TO THE PRESIDENT. Each assistant to the President
shall, at the request of the President, aid and assist him in the performance of
his duties and the exercise of his powers, and have such other powers and
perform such other duties as may from time to time be assigned to him by the
Chairman of the Board, the President or the Board.
SECTION 13. ASSISTANT SECRETARIES. In case of the absence or inability to
act of the Secretary, the Assistant Secretary, or, if there shall be more than
one, any of the Assistant Secretaries, shall perform 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. Each of the Assistant Secretaries
shall perform such other duties as from time to time may be assigned to him by
the Chairman of the Board, the President, the Secretary or the Board.
SECTION 14. ASSISTANT TREASURERS. In case of the absence or inability to
act of the Treasurer, the Assistant Treasurer, or, if there be more than one,
any of the Assistant Treasurers, shall perform 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. Each of the Assistant Treasurers shall perform
such other duties as from time to time may be assigned to him by the Chairman of
the Board, the President, the Treasurer or the Board.
SECTION 15. GENERAL PROVISIONS. All officers shall serve under the
direction of and at the pleasure of the Board and be subject to removal thereby
at any time with or without cause. Any vacancy occurring in any office may be
filled by the Board.
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ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. EXECUTION OF CONTRACTS. Except as otherwise provided by law or
in these By-laws, the Chairman of the Board, any Vice-Chairman of the Board, the
President or any Vice-President shall have authority to execute and deliver any
and all instruments for and in the name of the Corporation. The Board may
authorize any other officer or officers, agent or agents to execute and deliver
any instrument for and in the name of the Corporation and such authority may be
general or confined to specific instances. Unless authorized by the Board or by
these By-laws, 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 pecuniarily liable for any purpose or to any amount.
SECTION 2. INDEBTEDNESS. No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the resolutions of the Board. When authorized by the Board so to
do, any officer or agent of the Corporation thereunto authorized may effect
loans and advances for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds, or other
certificates or evidences of indebtedness of the Corporation and, when
authorized so to do, may pledge, hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, and other orders for
the payment of moneys out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board may select or as may
be selected by any officer or officers, agent or agents of the Corporation to
whom such power may from time to time be delegated by the Board; and, for the
purpose of such deposit, the Chairman of the Board, the President, any
Vice-President, the Treasurer or the Secretary, or any other officer, agent or
employee of the Corporation to whom such power may be delegated by
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the Board, may endorse, assign and deliver checks, drafts and other orders for
the payment of moneys which are payable to the order of the Corporation.
ARTICLE VI
SHARES AND DIVIDENDS
SECTION 1. CONSIDERATION FOR ISSUE OF STOCK. No stock shall be issued
except as permitted under the Business Corporation Law of the State of New York.
SECTION 2. CERTIFICATES. The shares of the Corporation shall either be
represented by certificates or shall be uncertificated and represented by book
entry registered in the name of the holder on the books and records of the
Corporation or its transfer agent. At the direction of the Corporation to its
stock transfer agent and absent a specific request for a certificate by the
registered holder or transferee thereof, all shares of the Corporation shall be
uncertificated upon the original issuance thereof by the Corporation or upon the
surrender of the certificate representing such shares to the Corporation (Direct
Registration of shares). If shares are represented by certificates, each holder
of record of shares of stock of the Corporation shall be provided with a
certificate or certificates of stock representing the number of shares owned by
such holder, in such form as shall be approved by the Board, signed by the
Chairman of the Board, or President or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and sealed with
the seal of the Corporation, which seal may be an engraved or printed facsimile,
certifying the number of shares owned by him in the Corporation. The signatures
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case any such person who shall have
signed, or whose facsimile signature has been placed upon, such certificate
shall have ceased to hold such position before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person had not
ceased to hold such position at the date of its issue. Upon the election of the
Corporation to provide for Direct Registration of shares, such certificates
shall be provided only upon request to the Corporation by the registered holder
or transferee thereof.
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SECTION 3. TRANSFER OF SHARES. Transfers of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the agent or officer in charge of such books, subject to
such proof or guaranty signature as the Corporation or its transfer agent may
require, if any, and on surrender of the certificate or certificates for such
shares, properly endorsed, or upon receipt of proper transfer instructions from
the owner of uncertificated shares, or upon the escheat of said shares under the
laws of any state of the United States. A person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof as
regards the Corporation, provided that whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact, if known to the
officer in charge or to said transfer agent, shall be so expressed in the entry
of transfer.
SECTION 4. RECORD DATE. The Board may fix a day and hour not exceeding
sixty (60) days preceding the date fixed for the payment of any dividend or the
making of any distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any changes, conversion or exchange of
capital stock, as a record time for the determination of the shareholders
entitled to receive such dividend, distribution, rights or interests, and in
such case only shareholders of record at the time so fixed shall be entitled to
receive such dividend, distribution, rights or interests.
SECTION 5. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. A certificate
for shares of the stock of the Corporation may be issued in place of any
certificate lost, stolen, destroyed or mutilated, but only on delivery to the
Corporation, unless the Board of Directors otherwise determines, of a bond of
indemnity, in form and amount and with one or more sureties satisfactory to the
Board, or such officer or officers of the Corporation or such transfer agent as
the Board may from time to time designate, and of such evidence of such loss,
theft, destruction or mutilation as the Board, or such officer or officers or
transfer agent, may require.
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ARTICLE VII
OFFICES AND BOOKS
SECTION 1. OFFICES. The Board may from time to time and at any time
establish offices of the Corporation or branches of its business at whatever
place or places seem to it expedient. Offices or agencies for the transfer and
registration of stock shall at all times be maintained in the City of New York.
Additional such offices or agencies may be maintained elsewhere, in the
discretion of the Board.
SECTION 2. BOOKS. There shall be kept at the office of the Corporation in
Chicago, Illinois, correct books of all the business and transactions of the
Corporation, and, at the office of the Corporation in the State of New York, or
at the office of a transfer agent of the Corporation in such State, the stock
book of the Corporation, which shall contain the names, alphabetically arranged,
of all persons who are shareholders of the Corporation, showing their respective
places of residence, the number of shares held by them respectively, and the
time when they respectively became the owners thereof. The stock book shall at
all times during business hours be open to the inspection of all persons
permitted by law to inspect the same.
ARTICLE VIII
SEAL
SECTION 1. The common seal of the Corporation shall consist of a round seal
with the words "GATX CORPORATION" in the margin and the words "NEW YORK, 1916"
in the center thereof.
ARTICLE IX
WAIVER OF NOTICE
SECTION 1. Whenever any notice whatever is required to be given by these
By-laws or the Certificate of Incorporation or by law, the person entitled
thereto may, in person, or in the case of a shareholder, by his duly authorized
attorney, waive such notice in writing (which shall include the use of
telegraph, cable, radio or wireless), whether before or after the meeting or
other matter or event in respect of which such notice is to be given, and in
such event such waiver shall be equivalent to such notice and such notice need
not be given to such person, and any action to be taken after such notice or
after the lapse of a prescribed period of time may be taken without such notice
and without the lapse of any
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period of time. The presence of a director at any meeting of the Board shall
constitute waiver of notice thereof by him.
ARTICLE X
FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall end on the thirty-first
day of December in each year.
ARTICLE XI
AMENDMENTS
SECTION 1. These By-laws may be altered, changed, amended or repealed and
new By-laws adopted at any regular or special meeting of the Board of Directors,
by a majority vote of all the Directors, provided notice of the proposed
alteration, change, amendment or repeal shall have been given with notice of the
meeting.
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