Exhibit 3(ii)
AMENDED AND RESTATED 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, if any, either within or
without the State of Delaware, as may be designated by (i) the Chairperson
of the Board of Directors, the Vice Chairperson of the Board of Directors, the
Chief Executive Officer or any President of the corporation from time to time,
or (ii) resolution of the Board of Directors, 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 (i) the Chairperson of the Board, the Vice Chairperson of the
Board, the Chief Executive Officer or any President of the corporation, or
(ii) the Board of Directors, 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 notice of the meeting shall be given that shall state the place, if any, 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 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 or her or its
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 Chairperson of the Board,
if any, or in his or her absence by the Vice Chairperson of the Board, if any,
or in his or her absence by the Chief Executive Officer, if any, or in his or
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her absence by any President, or in
the absence of a President, by an Executive Vice President, or in the absence of
an Executive Vice President, by a Senior Vice President, or in the absence of a
Senior Vice President, the Secretary or in the absence of the foregoing persons
by a chairperson designated by the Board of Directors. The Secretary shall act
as secretary of the meeting, but in his or her absence, the Chairperson of the
Board may appoint a person to 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.
Section 1.7 Action By Written Consent of
Stockholders. Unless otherwise restricted by the certificate of
incorporation, any action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents 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 and shall be delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which minutes of proceedings of stockholders are recorded. Delivery made
to the corporation’s registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall,
to the extent required by law, be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the corporation.
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
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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 or her 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 or her 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 or she has replaced or until his or her 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 Chairperson of
the Board, the Vice Chairperson of the Board, the Chief Executive Officer, any
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; or the person or persons calling the meeting; to each member
of the Board of Directors at least twenty-four hours 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 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, a majority of the votes entitles to be cast
by 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 or her
absence the chairperson of the meeting may appoint any person to act as
secretary of the meeting.
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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. The Board of Directors 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 the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint a other member of the Board
of Directors to act at the meeting in place of any such absent or disqualified
member. 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.
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 Chairperson of the
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Board of Directors, a Vice
Chairperson of the Board of Directors, a Chief Executive Officer, a Chief
Financial Officer, one or more Presidents, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, a Controller, a Treasurer and a
Secretary (each an “Executive Officer”). The Board of Directors may also choose
such subordinate officers and agents of the corporation as it may from time to
time determine. The
Board of Directors may also delegate the power to appoint other officers, as the
Board of Directors deems advisable. Each such officer shall hold office until
the first meeting of the Board of Directors after the annual meeting of
stockholders next succeeding his or her election, and until his or her successor
is elected and qualified or until his or her 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 Executive 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 or her duties.
Section 4.3. U.S. Citizenship
Requirement. No non-U.S. citizen shall be qualified or authorized to be
Chairperson of the Board of Directors, Chief Executive Officer or President or
to exercise any powers or duties of such officers in his or her absence or
during his or her 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 Stock
Section 5.1. Certificates. The
shares of the corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution or resolutions that some or all
of any or all classes or series of stock shall be uncertificated shares. Any
such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Every holder of stock
represented by certificates shall be entitled to have a certificate signed by or
in the name of the corporation by the Chairperson of the Board of Directors or
Vice Chairperson of the Board of Directors, if any, or the Chief Executive
Officer, if any, or any President or any officer as may be designated by the
Chairperson of the Board of Directors or by resolution of the Board of
Directors, from time to time, certifying the number of shares owned by such
holder in the corporation. Any of or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue.
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Section 5.2. Lost, Stolen or Destroyed
Stock Certificates; Issuance of New Certificates. The corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or destroyed certificate,
or such owner’s legal representative, to give the corporation a bond sufficient
to indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
ARTICLE 6 Indemnification
Section 6.1. 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 she, or a
person for whom he or she 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, 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 6.2. 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 6.1(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 6 or otherwise.
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(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 6.1(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 6 or otherwise.
Section 6.3. Nonexclusivity of
Rights. The rights conferred on any Covered Person by this Article 6
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 6.4. 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 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 6.5. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of this Article 6 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 6.6. Other Indemnification and
Prepayment of Expenses. This Article 6 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 7 Miscellaneous
Section 7.1. 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 7.2. Manner of Notice.
Except as otherwise provided herein, notices to directors and stockholders shall
be delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice to directors and
stockholders may be given by telegram, telecopy, telephone, in accordance with
applicable law.
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Section 7.3. 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 7.4. 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 7.5. Writings and Electronic
Transmission. Notwithstanding anything in these by-laws to the contrary,
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 in accordance with
applicable law.
* * *
Amended and Restated
February 21, 2008
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