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Exhibit 3.2
BYLAWS OF
KEY BANK USA, NATIONAL ASSOCIATION
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ARTICLE I
MEETING OF SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. The annual meeting of shareholders for the election
of Directors, and the transaction of whatever other business may properly come
before the meeting, shall be held at the main office of the Bank, or such other
place authorized by the Board of Directors or the Chairman of the Board, on the
Thursday after the third Wednesday in January of each year, or such other date
authorized by the Board of Directors or the Chairman of the Board. If, for any
cause, the election of Directors is not held on that day, the Board of Directors
shall order the election to be held on some subsequent day, as soon thereafter
as practicable, according to the provisions of law, and notice thereof shall be
given in the manner herein provided for the annual meeting.
SECTION 2. SPECIAL MEETINGS. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Chairman of the Board, the President, the Board of Directors, or
by any shareholder or shareholders owning, in the aggregate, not less than ten
per centum (10%) of the stock of the Bank.
SECTION 3. NOTICE OF MEETINGS. Unless otherwise provided by law, these Bylaws,
or the Articles of Association, a notice of the time, place, any purpose of
every annual meeting and every special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed not less than ten days nor
more than sixty days prior to the date of such meeting, to each shareholder of
record at such shareholder's address as shown upon the books of the Bank. The
attendance of any shareholder at a shareholder meeting without protesting, prior
to or at the commencement of the meeting, the lack of proper notice, shall be
deemed a waiver by such shareholder of notice of such meeting.
SECTION 4. PROXIES. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing, but no officer or employee of this Bank may
act as a proxy. Proxies shall be valid only for one meeting, to be specified
therein, and any adjournments of such meeting. Proxies shall be dated and shall
be filed in the Bank's records. The person appointed as proxy need not be a
shareholder. Unless the writing appointing a proxy otherwise provides, the
presence at a meeting of the person who appointed a proxy shall not operate to
revoke the appointment. Notice to the Bank, in writing or in open meeting, of
the revocation of the appointment of a proxy shall not affect any vote or act
previously taken or authorized by such proxy.
SECTION 5. QUORUM: ADJOURNMENT. Except as may otherwise be provided by law, at
any meeting of the shareholders, the holders of shares entitling them to
exercise a
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majority of the voting power of the Bank present in person or by proxy shall
constitute a quorum for such meeting; provided, however, that no action
required by law to be authorized or taken by a designated proportion of the
shares may be authorized or taken by a lesser proportion; provided, further,
that, if a quorum is not present, the holders of a majority of the voting shares
represented thereat may adjourn such meeting or any adjournment thereof. If any
meeting is adjourned, notice of such adjournment need not be given if the time
and place to which such meeting is adjourned are fixed and announced at such
meeting.
SECTION 6. VOTING POWER: CUMULATIVE VOTING. In voting on issues at meetings of
shareholders, except on the election of Directors, each shareholder shall be
entitled to one vote for each share of stock held. A majority of votes cast
shall decide each issue submitted to the shareholders at any meeting, except in
eases where by law or by the Articles of Association a larger vote is required.
In all elections of Directors, each shareholder shall have the right to vote the
number of shares owned by such shareholder for as many persons as there are
Directors to be elected, or to cumulate such shares and give one candidate as
many votes as the number of Directors multiplied by the number of such
shareholder's shares shall equal, or to distribute them on the same principle
among as many candidates as such shareholder chooses.
SECTION 7. RECORD OF SHAREHOLDERS AND VOTES. At any meeting of the shareholders,
a record showing the names of shareholders present and the number of shares of
stock held by each, the names of shareholders represented by proxy and the
number of shares held by each, and the names of the proxies shall be made. This
record also shall show the number of shares voted on each action taken,
including the number of shares voted for each candidate for the Board of
Directors. This record shall be included in the minute book of the Bank.
ARTICLE II
Board OF DIRECTORS
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SECTION 1. AUTHORITY. The Board of Directors shall have power to manage and
administer the business and affairs of the Bank. Except as expressly limited by
law, all corporate powers of the Bank shall be vested in and exercised by or
under the authority of the Board of Directors.
SECTION 2. NUMBER. The Board of Directors shall consist of not less than five
nor more than twenty-five members; the exact number within such minimum and
maximum limits shall be fixed and determined from time to time by resolution of
a majority of the full Board of Directors or by resolution of the shareholders
at any meeting thereof; provided, however, that a majority of the full Board of
Directors may not increase the number of Directors to a number which exceeds by
more than: (i) two the number of Directors last fixed and determined by the
shareholders where such number was fifteen or less, or (ii) four the number of
Directors last fixed and determined by the shareholders where such number was
sixteen or more.
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SECTION 3. ELECTION OF DIRECTORS; VACANCIES. The Directors shall be elected at
each annual meeting of shareholders or at a special meeting called for the
purpose of electing Directors. Any vacancy or vacancies occurring in the Board
of Directors, including vacancies created by an increase in the numbers of
Directors, shall be filled by appointment by the remaining Directors at any
regular or special meeting of the Board, and any Director or Directors so
appointed shall hold office until the next election. Each person elected or
appointed a Director must take the oath of such office in the form prescribed by
the Comptroller of the Currency. No person elected or appointed a Director shall
exercise the functions of such office until he has taken such oath. The Bank
shall transmit evidence of such oath or oaths to the Comptroller of the
Currency.
SECTION 4. TERM OF OFFICE; RESIGNATIONS. Directors shall hold office until the
next annual meeting of shareholders or until their successors are elected and
have qualified, or until their earlier resignation, removal from office, or
death. Any Director may resign at any time by oral statement to that effect made
at a meeting of the Board of Directors, or in a writing to that effect delivered
to the Secretary or an Assistant Secretary of the Bank; such resignation shall
take effect immediately or at such other time as the Director may specify at
such meeting or in such writing. At a meeting of shareholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. If permitted by law, the majority
of the Board of Directors may remove a director for cause.
SECTION 5. ORGANIZATION MEETING. Following the annual meeting of shareholders,
the Directors-elect shall hold an organization meeting for the purpose of
appointing officers and transacting such other business as properly may come
before the meeting. Such organization meeting shall be held on the day of the
election or as soon thereafter as practicable and, in any event, within thirty
days thereof. Notice of such meeting need not be given if held on the day of the
election.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held, without notice, on the Thursday after the third Wednesday of each month,
at the main office of the Bank or at such other times and places authorized by
the Board of Directors, the Chairman of the Board, or in such person's absence,
a Vice Chairman of the Board. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next banking business day unless the
Board shall designate some other day.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, by the President, or at the request of
three or more Directors. Notice of special meetings, stating the time and place
thereof, and whether telephone or similar communications equipment will be
utilized, shall be given in person or by mailing, telephoning, or telegraphing
such notice at least 24
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hours prior to the meeting; provided, however, that attendance of any Director
at such meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice, shall be deemed a waiver by such Director of
notice of such meeting. Notice of a meeting may be waived in writing or by
telegram either before or after such meeting. Unless otherwise indicated in the
notice of the meeting, any business may be transacted at such meeting.
SECTION 8. QUORUM; ADJOURNMENT. A quorum of the Board of Directors shall consist
of a majority of the Directors then in office; provided that a majority of the
Directors then present at a meeting duly held, whether or not a quorum is
present, may adjourn such meeting from time to time. If any meeting is
adjourned, 'notice of such adjournment need not be given if the time and place
to which such meeting is adjourned are fixed and announced at such meeting. At
each meeting of the Board of Directors at which a quorum is present, all issues
shall be determined by a majority vote of those present except as otherwise
expressly provided in these Bylaws or by law. A Director cannot vote or
otherwise act by proxy at a meeting of the Board of Directors.
ARTICLE III
OFFICERS
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SECTION 1. ELECTION AND DESIGNATION OF OFFICERS. The Board of Directors shall
elect or appoint a Chairman of the Board, a President, one or more Vice
Presidents, a Cashier, and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be members of the Board of
Directors. The Board of Directors may delegate the authority to appoint and
dismiss officers to officers of the Bank or to a committee composed of such
officers. Any two or more offices may be held by the same person, but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if the instrument is required to be executed, acknowledged, or verified by two
or more officers. The Board of Directors shall approve the compensation of
officers, except that the Board of Directors may delegate to a committee of the
Board of Directors, or to officers of the Bank, authority for approving
officers' compensation.
SECTION 2. TERM OF OFFICE; VACANCIES. The officers of the Bank shall hold office
until their successors are elected or appointed and qualified, except in the
case of resignation, dismissal or removal from office, or death. The Board of
Directors may dismiss or remove any officer at any time, with or without cause,
by a majority vote of the Directors then in office, without prejudice to the
contract rights of such officer; an election or appointment of an officer shall
not of itself create any contract rights. Any vacancy in any office may be
filled in the manner provided herein for the election or appointment of office.
The Board of Directors is not required to annually elect or appoint officers.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of shareholders and the Board of Directors. He also shall serve the
Bank in
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such capacity and perform such other duties as may be assigned to him, from time
to time, by the Board of Directors. In the absence of, or at the direction of'
the Chairman of the Board, the President, or such other Director designated by
the Chairman of the Board, shall preside at a meeting of the shareholders or the
Board of Directors, as the case maybe.
SECTION 4. PRESIDENT. The President shall have general executive powers over the
management and business of the Bank, subject to the direction of the Board of
Directors and the Chairman of the Board.
SECTION 5. VICE PRESIDENTS. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors or as otherwise
provided for herein; the Board of Directors may authorize one of the Vice
Presidents to perform the duties of the President in the President's absence or
if the President is unable to act.
SECTION 6. CASHIER. The Board of Directors shall appoint a Cashier or other
designated officer who shall have all the powers and duties of a Cashier and
who, in the absence of a Secretary, shall have responsibility for giving or
providing all notices required by law or these Bylaws to be given, shall be
custodian of the corporate seal, records, documents, and papers of the Bank,
shall keep accurate minutes of all meetings covered by these Bylaws, and shall
perform such other duties as may be assigned from time to time by the Board of
Directors.
SECTION 7. OTHER OFFICERS. Other officers shall have such powers and duties as
may be assigned by the Board of Directors.
SECTION 8. DELEGATION OF DUTIES. The Board of Directors is authorized to
delegate the assignment of the duties of any officer, to control the action of
the officers, and to require the performance of duties in addition to those
mentioned herein, to any other officer.
ARTICLE IV
COMMITTEES
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SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive
Committee which shall consist of the Chairman of the Board, the President, and
not less than three other Directors. Each member of the Board of Directors who
is not a member of the Committee shall be an alternate and, at the request of
the officer who is to preside at the meeting, may serve in the place of any
regular member who is unable to attend a committee meeting for any reason. The
Chairman of the Board shall preside at all meetings of the Committee; if such
officer is absent, a Vice Chairman shall preside. If none of these officers is
available, the President shall preside. If none of the foregoing persons is
available, the non-officer Director members of the Executive Committee shall
select a Director, who need not be an officer, to preside.
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SECTION 2. POWERS OF EXECUTIVE COMMITTEE. The Executive Committee shall have and
may exercise, as far as permitted by law, all the powers and authority of the
Board of Directors and other committees of the Board of Directors between
meetings of such Board or such committees. At each meeting of the Board of
Directors, the minutes of all previous meetings of the Executive Committee not
theretofore submitted to the Board shall be presented for review and
ratification by the Board. Any action of the Board disapproving any prior action
of the Executive Committee shall not affect the rights of third parties dealing
with the Bank, if such rights have attached by virtue of action of the Executive
Committee within the scope of the corporate powers of the Bank.
SECTION 3. OTHER COMMITTEES. The Board of Directors may, by resolutions adopted
by a majority of the full Board, establish one or more other committees; each
committee shall consist of two or more members of the Board of Directors which,
to the extent provided in such resolution or resolutions or in these Bylaws,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Bank and may have the power to
authorize the seal of the Bank to be affixed to all papers which may require it
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted by
the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may serve in the place of
any regular member who is unable to attend a committee meeting for any reason.
Each committee shall keep regular minutes of its meetings and present such
minutes for review to the Board of Directors.
SECTION 4. NOTICE OF MEETINGS. Meetings of the Board committees shall be held at
the principal office of the Bank in the City of Cleveland, or at such other
place as may be designated in the notice of the meeting at any time upon call by
the Chairman of the Board, the Vice Chairman of the Board, the President, or the
Chairman of the Committee. Notice of each such meeting shall be given to each
member of the Committee in person or by mailing, telephoning, or telegraphing
such notice at least 24 hours prior to the meeting; provided, however, that
attendance by any Director at such meeting, without protesting prior to or at
the commencement of such meeting, the lack of proper notice shall be deemed a
waiver by such Director of the notice of such meeting. Notice of the meeting may
be waived in writing or by telegram by any member either before or after such
meeting. Unless otherwise indicated in the notice of the meeting, any business
may be transacted at such meeting.
ARTICLE V
RECORD DATES
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The Board of Directors may fix, or authorize the Chairman of the Board or the
President to fix, a record date for any lawful purpose. The record date for the
purpose of the determination of the shareholders who are entitled to receive
notice of
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or to vote at a meeting of shareholders shall continue to be the record date for
all adjournments of such meeting. The Board of Directors may close the share
transfer books against transfer of shares during the whole or any part of the
period provided for in this Article, including the date of the meeting of
shareholders and the period ending with the date, if any, to which the meeting
is adjourned.
ARTICLE VI
CERTIFICATES FOR SHARES
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SECTION 1. FORM OF CERTIFICATES AND SIGNATURES. Each holder of shares shall be
entitled to one or more certificates signed by the Chairman of the Board, the
President or a Vice President, and by the Secretary or an Assistant Secretary.
The signature of any of such officers of the Bank may be a facsimile, engraved,
stamped, or printed. In case any such officer whose legal or facsimile signature
has been placed upon such certificate ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.
SECTION 2. TRANSFER OF SHARES. Shares of the Bank shall be transferable upon the
books of the Bank by the holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates for a like number of
shares of the same class, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
such signatures to such certificates and power of transfer as the Bank or its
agents may reasonably require.
SECTION 3. CORPORATE SEAL. The following is an impression of the seal adopted by
the Board of Directors of the Bank.
(to be inserted)
Any officer shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same. Failure to affix the seal to any
instrument executed on behalf of the Bank shall not affect the validity of such
instrument unless such action is required by law.
ARTICLE VII
BANKING HOURS
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The main office and branch offices of the Bank shall be open for business upon
such days of the year and for such hours as the Board of Directors or the
officers of the Bank may from time to time determine.
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ARTICLE VIII
MISCELLANEOUS
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SECTION 1. FISCAL YEAR. The fiscal year of the Bank shall be the calendar year.
SECTION 2. DEFINITIONS. The word "person" wherever used in these Bylaws shall be
taken to mean and include individuals, partnerships, associations, and
corporations when the text so requires. "Vice President", as used in these
Bylaws, shall include Vice Chairman and such titles as Senior Executive Vice
President, Executive Vice President, and Senior Vice President. Words of the
singular number shall be taken to include the plural and those of the plural
number shall be taken to include the singular whenever appropriate. Nouns and
pronouns of the masculine gender shall include the feminine whenever
appropriate.
SECTION 3. EXECUTION OF INSTRUMENTS. The Chief Executive Officer may from time
to time prescribe in writing the authority of the officers, employees, and
agents of the Bank with respect to the making, execution, and delivery in the
name and on behalf of the Bank of documents and instruments in writing necessary
to the transaction of its business, whether in a fiduciary capacity or
otherwise, and with respect to the approval orally, or by conduct other than
signing of agreements, of transactions in the name and on behalf of the Bank
necessary to the carrying out of the business of the Bank; provided, however,
that if the Chief Executive Officer fails to take such action, the Board of
Directors shall, by resolution, establish such authorities in writing. Where any
such resolution or any such writing has been certified by the Secretary or the
Cashier as to its full force and effect, any instrument executed or transaction
effected in conformity with such resolution or such writing may be relied upon
by any person. Authority granted to officers, employees, and agents of the Bank,
pursuant to this Section 3 shall apply to all documents, instruments, and
conduct relating to any entity for which the Bank is a successor in interest,
whether by merger or otherwise.
SECTION 4. USE OF COMMUNICATIONS EQUIPMENT AT MEETINGS. Members of the Board of
Directors may participate in regular or special meetings of the Board of
Directors, and members of committees appointed by the Board of Directors may
participate in regular or special meetings of those committees, through use of
conference telephone or similar communications equipment, as long as all members
participating in such meeting can hear one another.
SECTION 5. ACTION WITHOUT A MEETING. Any action which may be taken at a meeting
of the Bank's shareholders, Board of Directors, or committee of the Board of
Directors, may be taken without a meeting by the unanimous vote of approval of,
and in a writing or writings signed by, all of the Bank's shareholders,
Directors, or committee members, respectively, entitled to notice of such
meeting; such writing or writings shall be included in the minute book of the
Bank.
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SECTION 6. WAIVERS OF NOTICE. Any shareholder or Director may waive the giving
of any notice required to be given to him under these Bylaws.
SECTION 7. TELEGRAM. Any action required or permitted to be taken hereunder by
telegram may be taken by telex, fax, or similar communication equipment.
SECTION 8. RECORDS. The Articles of Association, these Bylaws, and the
proceedings of all meetings of the shareholders, the Board of Directors, and
committees of the Board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
Cashier or other officer appointed to act as secretary of the meeting.
SECTION 9. INTEREST RATES AND ASSESSMENTS AND LOANS. The Bank may assess and
collect from borrowers interest at any rate agreed upon by the Bank and the
borrower as specified in the loan agreement. In addition to such interest, the
Bank may assess and collect any dues, fines, premiums, or other assessments on
loans made in such amount as may be agreed upon in the loan agreement,
including, but not limited to, the following: origination fees; guarantee fees
or charges for any insurance protecting a creditor against a borrower's default
or other credit loss; late, default, or delinquency charges; deferment charges;
annual or other periodic membership fees; charges for returned checks and other
forms of payment; overlimit charges; cash advance fees; stop payment fees; ATM,
electronic, or similar interchange access fees; transaction fees; currency
conversion charges; fees for replacement of credit cards, access checks, or
other access devices; minimum charges; research charges; charges for providing
documentation or other evidence; credit, property, or other types of insurance
premiums, including premiums for insurance in lieu of perfecting a security
interest; collection costs; court costs; attorney's fees; applications fees;
credit report fees; investigation fees; commitment fees; finder's fees; broker
fees; assumption fees; processing fees; credit report fees; investigation fees;
points; survey and appraisal fees; title examination and report fees; title
insurance premiums; abstract of title fees; escrow fees; trustee fees; official
fees and taxes; filing and recording fees; fees for taking or releasing a
security interest; document preparation and notarization fees; prepayment fees.
ARTICLE IX
AMENDMENTS
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These Bylaws may be amended, altered, or repealed, at any regular or special
meeting of the Board of Directors, by a vote of a majority of the whole number
of the Directors.
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