Exhibit 3.10
DIRECTV FINANCING CO., INC.
BYLAWS
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DATED: FEBRUARY 5, 2003
DIRECTV FINANCING CO., INC.
BY-LAWS
ARTICLE I - MEETING OF STOCKHOLDERS
1.1. Annual. The annual meeting of stockholders for the election of directors
and the transaction of such other business as may properly be brought before the
meeting shall be held on such date and at such place and time as the chairman of
the board or the board of directors shall designate.
1.2. Special. Special meetings of stockholders may be called by the board of
directors or the chairman of the board of directors at such place, date and time
and for such purpose or purposes as shall be set forth in the notice of such
meeting.
1.3. Notice of Meetings. Written notice of each meeting of stockholders shall be
given by the chairman of the board and/or the secretary in compliance with the
provisions of Delaware law.
1.4. List of Stockholders Entitled to Vote. The secretary shall prepare, 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.
1.5. Quorum. At each meeting of stockholders, except where otherwise provided by
law or the certificate of incorporation or these by-laws, the holders of
one-third of the voting power of the outstanding shares of stock entitled to
vote at the meeting, present in person or by proxy, shall constitute a quorum.
In the absence of a quorum, the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided in Section 1.9 of
these by-laws until a quorum shall attend. Shares of its own stock belonging 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 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.
1.6. Organization. The chairman of the board of directors, a vice chairman, the
president or an executive vice president, or in their absence a vice president,
shall preside at meetings of the stockholders. The secretary of the corporation
shall act as secretary, but in his absence the presiding officer may appoint a
secretary.
1.7. Voting; Proxies. Each stockholder shall be entitled to vote in accordance
with the numbers of shares and voting powers of the voting shares held of record
by him. Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy, but such proxy,
whether revocable or irrevocable, shall comply with the requirements of Delaware
law. Voting at meetings of stockholders need not be by written ballot unless the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or by proxy at such meeting shall so
determine. At all meetings of stockholders for the election of directors a
plurality of the voting power of the shares of stock present in person or
represented by proxy and entitled to vote shall be sufficient. All other
elections and questions shall, unless otherwise provided by law or by the
certificate of incorporation or these by-laws, be decided by the vote of the
holders of a majority of the voting power of the shares of stock entitled to
vote thereon present in person or by proxy at the meeting.
1.8. Fixing Date for Determination of Stockholders of Record. In order that the
corporation may determine the stockholders entitled (a) to notice of or to vote
at any meeting of stockholders or any adjournment thereof; (b) to express
consent to corporate action in writing without a meeting; (c) to receive payment
of any dividend or other distribution or allotment of any rights; or (d) 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 a
record date. The record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors and which
record date: (a) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall not be more than
sixty nor less than ten days before the date of such meeting; (b) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the board of
directors; and (c) in the case of any other action, shall not be more than sixty
days prior to such 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.
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1.9. Adjournments. Any meeting of stockholders, annual or special, may adjourn
from time to time to reconvene at the same or some other place, and notice need
not be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
ARTICLE II - BOARD OF DIRECTORS
2.1. Responsibility and Number. The business and affairs of the corporation
shall be managed by or under the direction of a board of directors. The number
of directors shall be determined from time to time by resolution of the
stockholders.
2.2. Election; Resignation; Vacancies. At each annual meeting of stockholders,
the stockholders shall elect directors each of whom shall hold office for a term
of one year or until his successor is elected and qualified. Any director may
resign at any time upon written notice to the chairman of the board or to the
secretary. Any vacancy occurring in the board of directors for any cause may be
filled by a majority of the remaining members of the board of directors,
although such majority is less than a quorum. Each director so elected shall
hold office concurrent with the term of other directors or until his successor
is elected and qualified.
2.3. Regular Meetings. Unless otherwise determined by resolution of the board of
directors, a meeting of the board of directors for the election of officers and
the transaction of such other business as may come before it shall be held as
soon as practicable following the annual meeting of stockholders, and other
regular meetings of the board of directors shall be held at least semi-annually
on a day and at such place and time as the chairman of the board shall
designate.
2.4. Special Meetings. Special meetings of the board of directors may be called
by the chairman of the board of directors, a vice chairman or the president, and
shall be called by the secretary at the request in writing of one-third of the
directors then in office. Notice of a special meeting of the board of directors
shall be given by the secretary at least twenty-four hours before the special
meeting.
2.5. Quorum; Vote Required for Action. At all meetings of the board of directors
one-third of the whole board shall constitute a quorum for the transaction of
business. Except in cases in which applicable law, the certificate of
incorporation or these by-laws
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otherwise provide, the vote 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.
2.6. Organization. The chairman of the board of directors, or in his absence the
president, or in their absence a member of the board selected by the members
present, shall preside at meetings of the board. The secretary of the
corporation shall act as secretary, but in his absence the presiding officer may
appoint a secretary.
2.7. Transactions with Corporation. No contract or transaction between the
corporation and one or more of its directors, 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 for this reason, or solely because
the director or officer is present at or participates in the meeting of the
board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, (1) if the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the board of directors 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 (2)
if the material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) if the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified, by the
board of directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which authorizes
the contract or transaction.
2.8. Ratification. Any transaction questioned in any stockholders' derivative
suit on the ground of lack of authority, defective or irregular execution,
adverse interest of director, officer or stockholder, non-disclosure,
miscomputation, or the application of improper principles or practices of
accounting may be ratified before or after judgment, by the board of directors
or by the stockholders in case less than a quorum of directors are qualified;
and, if so ratified, shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said ratification shall be
binding upon the corporation and its stockholders and shall constitute a bar to
any claim or execution of any judgment in respect of such questioned
transaction.
2.9. Informal Action by Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any
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meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
2.10. Telephonic Meetings Permitted. Members of the board of directors, or any
committee designated by the board, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this by-law shall constitute presence
in person at such meeting.
ARTICLE III - COMMITTEES
3.1. Committees of the Board of Directors. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, consisting of one or more of the directors of the corporation, to be
committees of the board of directors ("committees of the board"). All committees
of the board may authorize the seal of the corporation to be affixed to any
papers which may require it. To the extent provided in any resolution of the
board of directors or these by-laws, and to the extent permissible under the
laws of the State of Delaware and the certificate of incorporation, any such
committee shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation.
3.2. Committees of the Corporation. The board of directors, the executive
committee, or the chairman of the board may designate committees of the
corporation. Such committees shall consist of such officers of the corporation
or a parent corporation as the board of directors, the executive committee, or
the chairman shall determine.
Each committee of the corporation shall have and may exercise such powers,
authority and responsibilities as the board of directors, the executive
committee, or the chairman shall determine, and as may properly be granted to
such committee under the laws of the State of Delaware, the certificate of
incorporation and these by-laws. The powers, authority and responsibilities
thereby granted may include the powers, authority and responsibilities which may
be granted to officers of the corporation.
3.3. Election and Vacancies. The members of committees of the board may be
elected at such time as the board may determine. Vacancies in any committee of
the board may be filled at such time and in such manner as the board of
directors shall determine.
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3.4. Procedure; Quorum. Except to the extent otherwise provided in these by-laws
or any resolution of the board of directors, each committee of the board and
each committee of the corporation may fix its own rules of procedure.
A majority of the members (but in no event less than two) of the executive
committee shall be necessary to constitute a quorum. The members necessary to
constitute a quorum of any other committee of the board or committee of the
corporation shall be one-third of the members thereof, or such larger number as
shall be set forth in the by-laws, or as shall be determined from time to time
by resolution of the board of directors but in no event less than two. The vote
of a majority of the members present at a meeting of a committee of the board or
committee of the corporation at which meeting a quorum is present shall be the
act of the committee unless the certificate of incorporation, the by-laws or a
resolution of the board of directors shall require the vote of a greater number.
ARTICLE IV - OFFICERS
4.1. Elected Officers. The officers of the corporation shall be elected by the
board of directors. There shall be a chairman of the board or a president, a
secretary and a treasurer or a chief financial officer. There may be a vice
chairman of the board, one or more executive vice presidents, one or more senior
vice presidents, one or more vice presidents and a controller. The chairman of
the board and the president shall be members of the board of directors and the
executive committee. The board of directors may also elect persons to hold such
other offices as the board of directors shall determine, including the office of
vice chairman of the board. A person may hold any number of offices. Elected
officers shall hold their offices at the pleasure of the board of directors, or
until their earlier resignation.
4.2. Chairman of the Board of Directors. The chairman of the board of directors
shall have the general executive responsibility for the conduct of the business
and affairs of the corporation. He shall preside at meetings of the stockholders
and shall be the chairman of the executive committee and the chairman of the
finance committee. He shall have and exercise such other powers, authority and
responsibilities as the board of directors may determine.
In the absence of or during the disability of the chairman of the board, the
president shall have and exercise the powers, authority and responsibilities of
the chairman of the board.
4.3. Vice Chairmen of the Board of Directors. The board of directors may
designate one or more vice chairmen of the board of directors who shall be
members of the board
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of directors and of the executive committee. Each vice chairman shall have such
powers and shall perform such duties as may be assigned to him by the board of
directors or the chairman of the board.
4.4. President. The president shall be the chief operating officer of the
corporation and shall have general operational responsibility for the world-wide
operations of the corporation and the production and marketing of the
corporation's principal products. He shall be a member of the executive
committee. He shall have and exercise such other powers, authority and
responsibilities as the board of directors may determine.
In the absence of or during the disability of the president, the chairman of the
board shall have and exercise the powers, authority and responsibilities of the
president.
4.5. Executive Vice Presidents. The board of directors may elect one or more
executive vice presidents of the corporation with such powers, authority and
responsibilities as may be determined by the board of directors.
4.6. Senior Vice Presidents. The board of directors may elect one or more senior
vice presidents of the corporation with such powers, authority and
responsibilities as may be determined by the board of directors.
4.7. Vice Presidents. The board of directors may elect one or more vice
presidents of the corporation with such powers, authority and responsibilities
as may be determined by the board of directors.
4.8. Treasurer. The board of directors may elect a treasurer with such powers,
authority and responsibilities as may be determined by the board of directors or
the executive committee. The treasurer shall have custody of all funds and
securities of the corporation and shall perform all acts incident to the
position of treasurer. He shall render such accounts and reports as may be
required by the board of directors or the executive committee. The records,
books and accounts of the office of the treasurer shall, during the usual hours
for business at the office of the treasurer, be open to the examination of any
director.
4.9. Secretary. The board of directors shall elect a secretary with such powers,
authority and responsibilities as may be determined by the board of directors or
the chairman of the board. The secretary shall keep the minutes of all meetings
of stockholders and directors and of such committees as to which he may be so
directed. He shall give all required notices and shall have charge of such books
and papers as the board of directors may require. He shall submit such reports
to the board of
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directors or to any of the committees of the board or committees of the
corporation as the board of directors or any such committee may require.
4.10. Controller. The board of directors may elect a controller with such
powers, authority and responsibilities as may be determined by the board of
directors or the executive committee. The controller shall be in charge of the
accounts of the corporation and shall perform all acts incident to the position
of controller. He shall submit such reports and records to the board of
directors or to any of the committees of the board or committee of the
corporation as the board of directors or any such committee may require.
4.11. Subordinate Officers. The board of directors and the executive committee
may, from time to time, appoint one or more assistant secretaries, assistant
treasurers, assistant controllers, and such other subordinate officers as the
board of directors or such committee may deem advisable. Such subordinate
officers shall have such powers, authority and responsibilities as the board of
directors or the executive committee may from time to time determine. The board
of directors may grant to any other committee of the board, committee of the
corporation, chairman of the board or president the power and authority to
appoint subordinate officers and to prescribe their respective terms of office,
powers, authority and duties. Such subordinate officers shall hold their
positions at the pleasure of the board of directors or the appropriate
committee.
In the interval between annual organizational meetings of the board of
directors, or of the executive committee, the chairman of the board or president
shall have the power and authority to appoint such subordinate officers. Such
subordinate officers shall serve until the first meeting of the board of
directors or of the executive committee, as appropriate, immediately following
the annual meeting of stockholders.
4.12. Resignation, Removal, Suspension and Vacancies. Any officer may resign at
any time by giving written notice to the chairman of the board, the president or
the secretary. Unless stated in the notice of resignation, the acceptance
thereof shall not be necessary to make it effective. It shall take effect at the
time specified therein or, in the absence of such specification, it shall take
effect upon the receipt thereof.
Any officer elected by the board of directors may be suspended or removed at any
time by the affirmative vote of a majority of the whole board. Any subordinate
officer of the corporation appointed by the board of directors or a committee of
the board, or committee of the corporation, may be suspended or removed at any
time by a majority vote of a quorum of the board of directors, or of the
committee appointing such subordinate officer.
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The chairman of the board or the president may suspend the powers, authority,
responsibilities and compensation of any elected officer or appointed
subordinate officer for a period of time sufficient to permit the board or the
appropriate committee a reasonable opportunity to consider and act upon a
resolution relating to the reinstatement, further suspension or removal of such
person.
As appropriate, the board of directors, the executive committee, the chairman of
the board and/or the president may fill any vacancy created by the resignation,
death, retirement or removal of an officer in the same manner as provided for
the election or appointment of such person.
ARTICLE V - INDEMNIFICATION
5.1. Right to Indemnification of Directors and Officers. Subject to the other
provisions of this article, the corporation shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended, against any and all amounts (including judgments, fines, payments in
settlement, attorneys fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. The corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the board of directors of the
corporation.
5.2. Advancement of Expenses of Directors and Officers. The corporation shall
pay the expenses of directors and officers incurred in defending any proceeding
in advance of its final disposition ("advancement of expenses"); provided,
however, that the payment of expenses incurred by a director or officer in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this article or otherwise.
5.3. Claims by Officers or Directors. If a claim for indemnification or
advancement of expenses by an officer or director under this article is not paid
in full within ninety days after a written claim therefor has been received by
the corporation, the claimant may file suit to recover the unpaid amount of such
claim and, if successful in whole or in part,
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shall be entitled to be paid the expense of prosecuting such claim. In any such
action the corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or advancement of expenses under
applicable law.
5.4. Indemnification of Employees. Subject to the other provisions of this
article, the corporation may indemnify and advance expenses to every employee
who is not a director or officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the full
extent permitted by applicable law as it presently exists, or may hereafter be
amended against any and all amounts (including judgments, fines, payments in
settlement, attorneys fees and other expenses) reasonably incurred by or on
behalf of such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such employee was or is made or is
threatened to be made a party or is otherwise involved by reason of the fact
that such person is or was an employee of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, fiduciary or
member of any other corporation, partnership, joint venture, trust, organization
or other enterprise. The ultimate determination of entitlement to
indemnification of employes who are not officers and directors shall be made by
the board of directors or by a committee of the board of directors in such
manner as the board or such committee shall determine. The corporation shall not
be required to indemnify a person in connection with a proceeding initiated by
such person if the proceeding was not authorized by the board of directors of
the corporation.
5.5. Advancement of Expenses of Employees. The advancement of expenses of an
employe who is not an officer or director shall be made by or in the manner
provided by resolution of the board of directors or by a committee of the board
of directors or of the corporation.
5.6. Non-Exclusivity of Rights. The rights conferred on any person by this
Article V shall not be exclusive of any other rights which such person may have
or hereafter acquire under any statute, provision or the certificate of
incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
5.7. Other Indemnification. The corporation's obligation, if any, to indemnify
any person who was or is serving at its request as a director, officer or
employe of another corporation, partnership, joint venture, trust, organization
or other enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization or other enterprise.
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5.8. Insurance. The board of directors may, to the full extent permitted by
applicable law as it presently exists, or may hereafter be amended from time to
time, authorize an appropriate officer or officers to purchase and maintain at
the corporation's expense insurance: (a) to indemnify the corporation for any
obligation which it incurs as a result of the indemnification of directors,
officers and employes under the provisions of this Article V; and (b) to
indemnify or insure directors, officers and employes against liability in
instances in which they may not otherwise be indemnified by the corporation
under the provisions of this Article V.
5.9. Amendment or Repeal. Any repeal or modification of the foregoing provisions
of this Article V shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.
ARTICLE VI - MISCELLANEOUS
6.1. Offices. The registered office of the corporation shall be located at 1209
Orange Street, Wilmington, New Castle County, Delaware, and the name of the
registered agent in charge thereof shall be The Corporation Trust Company. The
corporation may also have other offices without as well as within the State of
Delaware. The books of the corporation may be kept outside the State of
Delaware.
6.2. Stock Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the corporation by the chairman or a
vice chairman of the board of directors, or the president or a vice president,
and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation. The form of such certificates and the signatures thereon shall
comply with the requirements of Delaware law. The corporation shall maintain a
record of the holders of each certificate and transfer stock and issue new
certificates to replace lost, stolen or destroyed certificates only pursuant to
the applicable requirements of Delaware law as they presently exist, or may be
amended from time to time.
6.3. Seal. The corporate seal shall have inscribed upon it the name of the
corporation, the year of its organization and the words "Corporate Seal," and
"Delaware." The seal shall be in charge of the secretary. Duplicate seals may be
kept and used by any Assistant Secretary.
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6.4. Fiscal Year. The fiscal year of the corporation shall be such fiscal year
as is established from time to time by resolution of the board of directors or
the executive committee.
6.5. Notice. Any notice required to be given by these by-laws may be given
personally or in writing by delivery to the United States postal system in a
postpaid envelope directed to such address as appears in the records of the
corporation, or, in default of other address, to the general post office in
Wilmington, New Castle County, Delaware. Such notice shall be deemed to be given
at the time of mailing, except as otherwise provided in these by-laws. In
addition, except as otherwise required by law or these by-laws, notice need not
be given of any adjourned meeting other than by announcement at the meeting
which is being adjourned.
6.6. Waiver of Notice. Whenever any notice is required to be given, a waiver
thereof in writing, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.
6.7. Voting of Stocks Owned by the Corporation. The board of directors, the
executive committee or the chairman of the board may authorize any person, and
delegate to one or more other officers, the authority to authorize any person on
behalf of the corporation to attend, vote and grant proxies to be used at any
meeting of stockholders of any corporation in which the corporation may hold
stock.
6.8. Form of Records. Any records maintained by the corporation in the regular
course of its business, including its stock ledger, books of account, and minute
books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible form with a
reasonable time. The corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.
6.9. Amendment of By-Laws. The board of directors shall have power to adopt,
amend or repeal the by-laws at any regular or special meeting of the directors.
The stockholders shall also have power to adopt, amend or repeal the by-laws at
any annual or special meeting.
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