Exhibit
3(ii)
BY-LAWS
OF
General
Electric Capital
Corporation
ARTICLE
1 Meetings
of Stockholders
Section 1.1.
Annual
Meetings. If required by applicable law, an annual meeting of stockholders
shall be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by the Chairman
of
the Board, the Chief Executive Officer or the President of the corporation
from
time to time. Any other proper business may be transacted at the annual meeting.
Section 1.2.
Special
Meetings. Special meetings of stockholders for any purpose or purposes may
be called at any time by the Chairman of the Board, the Chief Executive Officer
or the President of the corporation, but such special meetings may not be called
by any other person or persons. Business transacted at any special meeting
of
stockholders shall be limited to the purposes stated in the notice described
in
Section 1.3.
Section 1.3.
Notice
of
Meetings. Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given that shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the certificate of incorporation or these by-laws, the written
notice of any meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given
when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.
Section 1.4.
Quorum.
Except as otherwise provided by law, the certificate of incorporation or these
by-laws, at each meeting of stockholders the presence in person or by proxy
of
the holders of a majority in voting power of the outstanding shares of stock
entitled to vote at the meeting shall be necessary and sufficient to constitute
a quorum.
Section 1.5.
Organization. Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the President, or in his absence by a Senior
Vice President, or in his absence by a Vice President, or in the absence of
a
Vice President, the Secretary or in the absence of the foregoing persons by
a
chairman designated by the Board of Directors. The Secretary shall act as
secretary of the meeting, or may designate any person to act as secretary of
the
meeting.
Section 1.6.
Voting.
Except as otherwise provided by or pursuant to the provisions of the certificate
of incorporation, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote for each share of stock held by
such
stockholder which has voting power upon the matter in question. Voting at
meetings of stockholders need not be by written ballot. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by the certificate of incorporation, these by-laws, the
rules
or regulations of any stock exchange applicable to the corporation, or
applicable law or pursuant to any regulation applicable to the corporation
or
its securities, be decided by the affirmative vote of the holders of a majority
in voting power of the shares of stock of the corporation which are present
in
person or by proxy and entitled to vote thereon.
ARTICLE
2 Board of
Directors
Section 2.1.
Number;
Qualifications. The Board of Directors shall consist of one or more members,
the number thereof to be determined from time to time by the stockholders or
by
a resolution of a majority of the Board of Directors. Directors need not be
stockholders.
Section 2.2.
Election;
Resignation; Vacancies. The Board of Directors shall initially consist of
the persons named as directors in the certificate of incorporation or elected
by
the incorporator of the corporation, and each director so elected shall hold
office until the first annual meeting of stockholders or until his successor
is
duly elected and qualified. At the first annual meeting of stockholders and
at
each annual meeting thereafter, the stockholders shall elect directors, each
of
whom shall hold office for a term of one year or until his successor is duly
elected and qualified, subject to such director’s earlier death, resignation,
disqualification or removal. Any director may resign at any time upon notice
to
the corporation. Unless otherwise provided by law or the certificate of
incorporation, any newly created directorship or 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,
or by a plurality of the votes cast at a meeting of stockholders, and each
director so elected shall hold office until the expiration of the term of office
of the director whom he has replaced or until his successor is elected and
qualified.
Section 2.3.
Regular
Meetings. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board
of
Directors may from time to time determine.
Section 2.4.
Special
Meetings. Special meetings of the Board of Directors may be held at any time
or place within or without the State of Delaware whenever called by the Chairman
of the Board, the Chief Executive Officer, the President, the Secretary, or
any
three (3) members of the Board of Directors. Notice of a special meeting of
the Board of Directors shall be given by the Secretary to each member of the
Board of Directors at least one day before the meeting.
Section 2.5.
Telephonic
Meetings Permitted. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting thereof
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by
means of conference telephone, or
other 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.
Section 2.6.
Quorum;
Vote
Required for Action. At all meetings of the Board of Directors one-third of
the whole Board of Directors shall constitute a quorum for the transaction
of
business. Except in cases in which the certificate of incorporation, these
by-laws or applicable law otherwise provides, 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.
Section 2.7.
Organization. Meetings of the Board of Directors shall be presided over
by such member of the Board of Directors as shall be selected by the Board
of
Directors at the meeting. The Secretary shall act as secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person to act
as
secretary of the meeting.
Section 2.8.
Duties
and
Powers. The Board of Directors shall have the control and management
of the business and affairs of the corporation, and may adopt such rules and
regulations for the conduct of its meetings and the management of the
corporation as it may deem proper, not inconsistent with law or these
by-laws.
Section 2.9.
Action
by
Unanimous Consent of Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board of Directors
or such committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmissions
are filed with the minutes of proceedings of the board or committee in
accordance with applicable law.
ARTICLE
3
Committees
Section 3.1.
Committees.
The Board of Directors may designate one or more committees, including,
without limitation, an Executive Committee, each committee to consist
of one
or more of the directors of the corporation. Any such committee, to the extent
permitted by law and to the extent provided in the resolution of the Board
of
Directors, 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,
and may authorize the seal of the corporation to be affixed to all papers which
may require it.
Section 3.2.
Quorum.
Except as otherwise provided in a specific resolution of the Board of Directors,
one-third in number of any committee (including the Executive Committee)
appointed by the Board of Directors in accordance with Section 3.1 shall
constitute a quorum at all meetings of such committee, and the act of a majority
of the directors present at any such committee meeting at which there is a
quorum shall be the act of such committee, except as may be otherwise
specifically provided by the statutes of the State of Delaware.
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Section 3.3.
Committee
Rules. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of such committee’s business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.
ARTICLE
4
Officers
Section 4.1.
Executive
Officers; Election; Qualifications; Term of Office; Resignation; Removal;
Vacancies. The Board of Directors may elect a Chairman of the Board of
Directors, one or more Vice Chairmen of the Board of Directors, a Chief
Executive Officer, a Chief Operating Officer, one or more Presidents, one or
more Executive Vice Presidents, one or more Senior Vice Presidents, a
Controller, a Treasurer and a Secretary. The Board of Directors may also choose
such subordinate officers and agents of the corporation as it may from time
to
time determine. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders
next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. Any number of offices may be held
by
the same person except for the offices of President and Secretary. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board
of
Directors at any regular or special meeting.
Section 4.2.
Powers
and
Duties of Executive Officers. The officers of the corporation shall have
such powers and duties in the management of the corporation as may be prescribed
in a resolution by the Board of Directors and, to the extent not so provided,
as
generally pertain to their respective offices, subject to the control of the
Board of Directors. The Board of Directors may require any officer, agent or
employee to give security for the faithful performance of his duties.
Section 4.3.
U.S.
Citizenship Requirement. No non-U.S. citizen shall be qualified or
authorized to be Chairman of the Board of Directors or President or to exercise
any powers or duties of such officers in his absence or during his disability,
for so long as the corporation is required by the U.S. maritime laws to be
a
U.S. citizen by reason of its ownership, direct or indirect, or other interest
in any vessel documented under the laws of the United States.
ARTICLE
5
Indemnification
Section 5.1.
Right
to
Indemnification. (a) The corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or
may
hereafter be amended, any person (a “Covered Person”) who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit
or
proceeding, whether civil, criminal, administrative or investigative (a
“proceeding”), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or,
while a director or officer of the corporation, is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, limited liability company, joint venture,
trust,
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enterprise
or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys’ fees) reasonably incurred
by such Covered Person. Notwithstanding the preceding sentence, the corporation
shall not be required to indemnify a Covered Person in connection with a
proceeding (or part thereof) commenced by such Covered Person unless the
commencement of such proceeding (or part thereof) by the Covered Person was
authorized by the Board of Directors of the corporation.
(b)
The corporation may indemnify to
the fullest extent permitted by law any person who is not a director or officer
of the corporation to whom the corporation is permitted by applicable law to
provide indemnification, whether pursuant to rights granted pursuant to, or
provided by, the General Corporation Law of the State of Delaware or other
rights created by (i) resolution of stockholders, (ii) resolution of
directors, or (iii) a written agreement providing for such indemnification
authorized by any officer designated by the Board of Directors of the
corporation for such purpose, it being expressly intended that these by-laws
authorize the creation of other rights in any such manner.
Section 5.2.
Prepayment
of
Expenses. (a) The corporation shall pay the expenses (including
attorneys’ fees) incurred by a Covered Person in defending any proceeding for
which such Covered Person is entitled to be indemnified pursuant to
Section 5.1(a) in advance of its final disposition; provided,
however, that, to the extent required by law, such payment of expenses
in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the Covered Person to repay all amounts advanced
if
it should be ultimately determined that the Covered Person is not entitled
to be
indemnified under this Article 5 or otherwise.
(b)
The corporation may pay the
expenses (including attorneys’ fees) incurred by a person who is not a director
or officer of the corporation to whom the corporation is permitted by applicable
law to provide advancement of expenses in defending any proceeding for which
such person is entitled to be indemnified pursuant to Section 5.1(b) in
advance of its final disposition; provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the such person to repay all amounts advanced if it should be ultimately
determined that the such person is not entitled to be indemnified under this
Article 5 or otherwise.
Section 5.3.
Nonexclusivity
of Rights. The rights conferred on any Covered Person by this Article 5
shall not be exclusive of any other rights which such Covered Person may have
or
hereafter acquire under any statute, provision of the certificate of
incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 5.4.
Other
Sources. The corporation’s obligation, if any, to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust, enterprise or nonprofit entity
shall be
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reduced
by any amount such Covered
Person may collect as indemnification or advancement of expenses from such
other
corporation, partnership, joint venture, trust, enterprise or non-profit
enterprise.
Section 5.5.
Amendment
or
Repeal. Any repeal or modification of the foregoing provisions of this
Article 5 shall not adversely affect any right or protection hereunder of any
Covered Person in respect of any act or omission occurring prior to the time
of
such repeal or modification.
Section 5.6.
Other
Indemnification and Prepayment of Expenses. This Article 5 shall not limit
the right of the corporation, to the extent and in the manner permitted by
law,
to indemnify and to advance expenses to persons other than Covered Persons
when
and as authorized by appropriate corporate action.
ARTICLE
6
Miscellaneous
Section 6.1.
Seal.
The
corporate seal shall have the name of the corporation inscribed thereon, the
date of the incorporation of the corporation and the state in which the
corporation is incorporated or shall be in such other form as may be approved
from time to time by the Board of Directors.
Section 6.2.
Manner
of
Notice. Except as otherwise provided herein, notices to directors and
stockholders shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the
corporation. Notice to directors may be given by telegram, telecopier, telephone
or other means of electronic transmission.
Section 6.3.
Waiver
of
Notice of Meetings of Stockholders, Directors and Committees. Any written
waiver of notice, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to 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. 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.
Section 6.4.
Amendment
of
By-laws. These by-laws may be altered, amended or repealed, and new by-laws
made, by the Board of Directors, but the stockholders may make additional
by-laws and may alter and repeal any by-laws whether adopted by them or
otherwise.
Section 6.5.
Writings
and
Electronic Transmission. For purposes of these by-laws, any requirement for
written action or notice may be satisfied through either a tangible writing
or
through electronic transmission of such writing to the proper recipient.
*
* *
[As
amended by resolution of the
Board of Directors dated March 24, 2005]
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