Exhibit 3.22
BY-LAWS
OF
AVIS LEASING CORPORATION
(a Delaware Corporation)
ARTICLE I
MEETINGS OF STOCKHOLDERS
1. Place of Meeting. All meetings of the stockholders shall be held at such
place, within or without the State of Delaware, as may be fixed from time to
time by the Board of Directors or as shall be designated in the notice or
waiver of notice of the meeting.
2. Annual Meetings. The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly
come before the meeting shall be held on the third Tuesday in November in each
year, at such hour as may be named in the notice of the meeting.
3. Special Meetings. A special meeting of the stockholders for any purpose
or purposes may be called at any time by the Chief Executive Officer, the
President or the Secretary by order of the Board of Directors, or by the holder
or holders of record of at least 25 percent of the stock of the Corporation
entitled to vote at the meeting.
4. Notice of Meetings. Notice of each meeting of the stockholders, whether
annual or special, shall be given (unless that notice shall be waived or unless
the meeting is to be dispensed with in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware) not less
than ten nor more than sixty days before the day on which the meeting is to be
held to each stockholder of record entitled to vote at such meeting by
delivering a written or printed notice thereof to him personally or by mail.
Every notice shall state the place, date and hour of the meeting and, except in
the case of a special meeting, need not state the purposes. Notice of any
adjourned meeting of the stockholders shall not be required if the time and
place thereof are announced at the meeting at which the adjournment was taken.
5. Organization. At every meeting of stockholders, the Chief Executive
Officer, or in the absence of the Chief Executive Officer, the President or a
Vice President shall act as Chairman, and the Secretary, or, in the absence of
the Secretary, an Assistant Secretary, shall act as secretary.
6. Quorum. Except as otherwise provided by law, holders of 25 percent of the
issued and outstanding stock of the Corporation entitled to vote at each
meeting of stockholders, present either in person or by proxy, shall constitute
a quorum for the transaction of business. If there be no quorum, the holders of
a majority of such shares present either in person or by proxy may adjourn the
meeting from time to time until a quorum shall have been obtained.
-2-
7. Voting. At each meeting of the stockholders, each holder of stock
entitled to vote thereat shall be entitled to one vote in person or by proxy
for each share of stock of the Corporation entitled to vote so registered in
his name on the books of the Corporation.
8. Consent of Stockholders in Lieu of Meeting. Any action required or
permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice shall be given to all stockholders of the taking of any corporate
action pursuant to the provisions of this section unless that action has been
consented to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.
ARTICLE II
DIRECTORS
1. General Powers. The property, affairs, and business of the Corporation
shall be managed by the Board of Directors.
2. Number, Qualification and Term of Office. The number of directors shall
be not less than three and not more than nine, the exact number within such
limits to be fixed from time to time by the Board of Directors by resolution.
Directors need not be stockholders. The directors shall be elected annually in
the manner provided in these by-laws, and each director shall hold office until
the annual meeting held next after his election and until his successor shall
have been elected and shall qualify, or until his death or until he shall
resign. If the number of directors be increased, the additional directors may
be elected by a majority of the directors in office at time of the increase or
if not so elected prior to the next annual meeting of stockholders, they shall
be elected by the stockholders at such annual meeting.
-3-
3. Election of Directors. At each meeting of the stockholders for the
election of directors, at which a quorum is present, the persons receiving the
greatest number of votes shall be the directors.
4. Place of Meeting, etc. The Board of Directors may hold its meetings and
have one or more offices at such place or places within or outside the State of
Delaware, as the Board may from time to time determine, or, in the case of
meetings, as shall be specified or fixed in the respective notices or waivers
of notice thereof.
5. First Meeting. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business,
as soon as practicable after each annual election of directors at the same
place at which regular meetings of the Board are held and notice of such
meeting need not be given; each meeting, however, may be held at any other time
or place which shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or in a consent and waiver of notice
thereof signed by all of the directors.
-4-
6. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such places and at such times as the Board shall from time to time by
resolution determine and no notice thereof shall be necessary.
7. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the Chief Executive Officer or the President or by any
two of the directors. Unless waived, notice of each such 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 the meeting is to be held,
or shall be directed to him at such place by telegraph, or be delivered
personally not later than the day before the day on which the meeting is to be
held. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage prepaid. If notice is given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Every such notice shall state the time and
place of the meeting but need not state the purpose thereof.
-5-
8. Organization. At each meeting of the Board of Directors, the Chief
Executive Officer, or in the absence of the Chief Executive Officer, the
President or a director chosen by a majority of the directors present, shall
act as Chairman. The Secretary, or, in the absence of the Secretary, an
Assistant Secretary, or, in the absence of both the Secretary and Assistant
Secretaries, any person appointed by the Chairman shall act as secretary of the
meeting.
9. Quorum and Manner of Acting. One-third of the total number of directors
shall constitute a quorum for the transaction of business at any meeting, and
the act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors.
10. Resignation. Any director of the Corporation may resign at any time by
mailing or delivering, or transmitting by telegraph, written notice to the
Chief Executive Officer, the President or to the Secretary of the Corporation.
The resignation of any director shall take effect from the time of its receipt
by the Corporation, unless some time be fixed in the resignation, and then from
that time.
11. Vacancies. Any vacancy in the Board of Directors caused by the death,
resignation, removal, disqualification, an increase in the number of directors,
or for any other cause, may be filled by the majority vote of the remaining
directors, through less than a quorum, then in office, at the next regular or
any special meeting called for the purpose, or by the stockholders of the
Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall, except as otherwise provided
herein or in the Certificate of Incorporation or by statute, hold office for a
term to expire at the next annual election of directors and until his successor
shall be duly elected and qualified, or until his death or until he shall
resign or be removed.
-6-
12. Removal. A director may be removed, either with or without cause, by the
affirmative vote of a majority of the voting stock of the Corporation then
outstanding, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
13. Fees. The directors for their services as such shall receive such
compensation as the Board of Directors may from time to time determine.
14. Consent of Board of Directors in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the members of the Board consent thereto in writing
and such written consent is filed with the minutes of the Board.
15. Committees of the Board. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-laws of the
Corporation; and, unless the resolution designating it expressly so provides,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
-7-
ARTICLE III
OFFICERS
1. Number. The officers of the Corporation shall be a Chief Executive
Officer, a President, one or more Vice Presidents, any of whom may be
designated Executive vice President or Senior Vice President, a Secretary, and
a Treasurer, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article.
-8-
2. Election and Term of Office. The officers shall be elected annually by
the Board of Directors at the meeting held after the annual meeting of
stockholders. Each elected officer shall hold office until his successor shall
have been duly elected and qualified in his stead, or until his death or until
he shall have resigned or shall have been removed in the manner hereinafter
provided.
3. Other Officers. The Board of Directors, the Chief Executive Officer, or
the President may from time to time appoint such other officers as it or he may
deem necessary and may also appoint such agents and employees of the
Corporation as may be deemed proper. Such officers, agents and employees shall
hold office for such period, have such authority, and perform such duties as in
these by-laws provided or as the Board of Directors, the Chief Executive
Officer or the President may from time to time prescribe. The Board of
Directors may from time to time authorize any officer to appoint and remove
agents and employees and to prescribe the powers and duties thereof.
4. Removal. Any officer, agent or employee elected or appointed may be
removed, either with or without cause, by the Board of Directors, or, except in
case of any officer elected by the Board of Directors, by the Chief Executive
Officer, the President or any officer upon whom the power of removal may be
conferred by the Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
-9-
5. Resignations. Any officer may resign at any time by giving notice to the
Board of Directors. Any such resignation shall take effect from the time of its
receipt by the Corporation or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
6. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in these by-laws for regular
election or appointment to such office.
7. Chief Executive Officer. The Chief Executive Officer who shall be a
director, shall have general supervision of the policies of the Corporation,
subject to the Board of Directors. He may execute all contracts, deeds, bonds,
mortgages, notes and other documents on behalf of the Corporation as authorized
by the Board of Directors or which are generally authorized as within the
ordinary scope of the business of the Corporation. The Chief Executive Officer
shall preside at all meetings of shareholders and the Board of Directors.
-10-
8. The President. The President shall be the chief operating officer of the
Corporation, and subject to the Board of Directors and the Chief Executive
Officer, shall have general supervision of the operations of the Corporation.
He may execute all contracts, deeds, bonds, mortgages, notes and other
documents on behalf of the Corporation as authorized by the Board of Directors
or which are generally authorized as within the ordinary scope of the business
of the Corporation. In the absence of the Chief Executive Officer, the
President shall preside at all meetings of shareholders and the Board of
Directors.
9. Vice Presidents. Each vice President shall perform such duties and have
such powers as may from time to time be assigned to him by the Board of
Directors, the Chief Executive Officer or by the President. One or more Vice
Presidents may be designated Executive Vice President or Senior Vice President
as shall be determined by the Board of Directors. Vice Presidents shall have
authority to sign contracts and other documents on behalf of the Corporation as
authorized by the Board of Directors or which are generally authorized as
within the ordinary scope of the business of the Corporation.
10. The Secretary. The Secretary shall perform all duties incident to the
office of Secretary and such other duties as may from time to time be assigned
to him by the Board of Directors, the Chief Executive Officer, or the President.
11. Assistant Secretaries. At the request of the Secretary, or in his
absence or disability, any Assistant Secretary shall have the power to perform
all the duties of the Secretary, and, when so acting, shall have all the powers
of, and be subject to all restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, or by
the President.
-11-
12. The Treasurer. The Treasurer shall give such bond for the faithful
performance of his duties as the Board of Directors shall require. He shall, in
general, perform all the duties incident to the office of the Treasurer and
such other duties as from time to time may be assigned to him by the Board of
Directors, the Chief Executive Officer, or by the President.
13. Assistant Treasurers. At the request of the Treasurer, or in his absence
or disability, any Assistant Treasurer shall have power to perform all the
duties of the Treasurer, and, when so acting, shall have all the powers of, and
be subject to all restrictions upon, the Treasurer. The Assistant Treasurers
shall perform such other duties as from time to time may be assigned to them by
the Board of Directors, the Chief Executive Officer, or by the President.
14. Divisional Officers. The Board of Directors, the Chief Executive
Officer, or the President may appoint one or more divisional directors for the
general supervision and management of the affairs of the division of the
Corporation over which he is appointed. The director of each division shall
have such authority with respect to the business and affairs of the division as
may be granted from time to time by the Board of Directors and, with respect to
the affairs of such division and in the regular course of business of such
division, may sign contracts and other documents in the name of the division,
provided, however, that in no case shall the director of one division have
authority to bind any other division of the Corporation or to bind the
Corporation, except as to the normal and usual business and affairs of the
division of which he is director.
-12-
15. Salaries. The Board of Directors shall fix the compensation of the Chief
Executive Officer and the President and shall fix, or authorize a committee
appointed by the Board to fix, the compensation of any and all other officers.
No officer shall be prevented from receiving any such salary by reason of the
fact that he is also a director of the Corporation.
ARTICLE IV
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
1. Contracts, etc. The Board of Directors may authorize any officer or
officers or agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and behalf of the
Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors or by these
by-laws, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contracts or engagement or to pledge its credit or
to render it liable pecuniarily for any purpose or to any amount.
-13-
2. Loans. No loan shall be contracted on behalf of the Corporation, and no
negotiable paper shall be issued in its name, unless authorized by the Board of
Directors.
3. General and Special Bank Accounts. The Board of Directors may from time
to time authorize the opening and keeping, with such banks, trust companies or
other depositories as it may designate, of general and special bank accounts,
and may make such special rules and regulations with respect thereto as it may
deem expedient.
ARTICLE V
LIMITATION OF LIABILITY
AND
INDEMNIFICATION
1. Limitation of Liability. No person shall be liable to the Corporation for
any loss or damage suffered by it on account of any action taken or omitted to
be taken by him as a director, officer, employee or agent of the Corporation in
good faith, if such person (a) exercised or used the same degree of care and
skill as a prudent man would have exercised or used under the circumstances in
the conduct of his own affairs, or (b) took or omitted to take such action in
reliance upon advice of counsel for the Corporation or upon statements made or
information furnished by officers or employees of the Corporation which he had
reasonable grounds to believe. The standards of care set forth in this section
shall not be in derogation of any standard of care set forth in the General
Corporation Law of the State of Delaware.
-14-
2. Indemnification. The Corporation shall indemnify others as set forth in
the following paragraphs.
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceedings, had reasonable cause to believe that his conduct was unlawful.
-15-
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
-16-
(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in paragraphs (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceedings, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
-17-
3. Non-Exclusive Provision. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
4. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.
ARTICLE VI
MISCELLANEOUS
1. Seal. The Board of Directors shall provide a corporate seal, which shall
be in the form of a circle and shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
-18-
2. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of March in each year.
3. Voting Securities Owned by the Corporation. Powers of attorney, proxies,
waivers of notice or meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the President or any Vice President and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which,
as the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.
4. Waiver of Notice. Whenever any notice whatsoever is required to be given
under the provisions of the General Corporation Law of the State of Delaware,
of the Certificate of Incorporation of the Corporation, or of these by-laws, a
waiver, thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or member of
a committee of directors need be specified in any written waiver of notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
-19-
5. Books and Records. The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board at its offices located
at 900 Old Country Road, Garden City, New York.
6. Amendments. All by-laws of the Corporation shall be subject to alteration
or repeal, and new by-laws not inconsistent with any provisions of the
Certificate of Incorporation or any provision of law may be made, either by the
affirmative vote of the holders of record or a majority of the outstanding
stock of the Corporation entitled to vote in respect thereof, given at an
annual meeting or at any special meeting, at which notice of the proposed
amendment has been stated in the notice of the meeting, or by the affirmative
vote of a majority of the Board of Directors at any regular or special meeting.
By-Laws made or altered by the Board of Directors shall be subject to
alteration or repeal by the stockholders or by the Board.
-20-
7. Headings. Article and section headings used in these by-laws are for
convenience only and do not define, limit or otherwise affect the meaning of
any section.
-21-