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EXHIBIT 3.4
BYLAWS
OF
GREEN TREE LEASE FINANCE II, INC.
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Offices. The address of the registered office of the
Corporation in the State of Minnesota shall be set forth in the Articles of
Incorporation or in the latest statement filed with the Secretary of State. The
Corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall determine from time to time.
Section 1.02. No Corporate Seal. The Corporation shall not have a corporate
seal.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. Regular Meetings. The Corporation shall hold meetings of the
shareholders on a regular basis on such day or date and at such time and place
as the Board of Directors shall determine by resolution. At regular meetings the
shareholders shall elect qualified successors for directors whose terms are
expiring and may transact such other business as may be appropriate for
shareholders' action.
Section 2.02. Special Meetings. The Corporation may hold special meetings
of the shareholders at any time and for any purpose. The President, the
Secretary, two or more directors, or a shareholder or shareholders holding at
least 10% of the voting power of all shares entitled to vote may call a special
meeting.
Section 2.03. Record Date. The Board of Directors shall fix a date not more
than sixty days preceding the date of any meeting of shareholders as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, such meeting. When a record date is so fixed, only shareholders as of
that date are entitled to notice of and permitted to vote at that meeting of
shareholders.
Section 2.04. Notice of Meeting. Except as otherwise specified in Section
2.06 or required by law, notice of each meeting of the shareholders, given in
the manner provided in Minnesota Statutes, Section 302A.11, Subdivision 17,
stating the date, time, and place and, in the case of a
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special meeting, the purpose or purposes, shall be given at least ten days and
not more than sixty days prior to the meeting to every shareholder entitled to
vote at such meeting.
Section 2.05. Quorum. The holders of a majority of the voting power of the
shares entitled to vote at a meeting, whether present in person or by proxy,
shall constitute a quorum for the transaction of business at any regular or
special meeting. If a quorum is present when a duly called or held meeting is
convened, the shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
Section 2.06. Adjourned Meetings. A majority of those shareholders present
at a shareholders' meeting may adjourn the meeting from time to time, whether or
not a quorum is present. The Corporation shall not be required to give notice of
the reconvened meeting to the shareholders if the date, time, and place of the
reconvened meeting is announced at the meeting being adjourned. In case a quorum
shall not be present at a shareholders' meeting, those present may adjourn the
meeting to such day as they shall agree upon by majority vote, and a notice of
such adjournment and the date, place and time at which such meeting shall be
reconvened shall be mailed to each shareholder entitled to vote at least five
days before such reconvened meeting. If a quorum is present, a meeting may be
adjourned from time to time without notice other than announcement at the
adjourned meeting. At reconvened meetings at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.
Section 2.07. Act of the Shareholders. At any meeting of shareholders, the
shareholders shall take action by the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote, except
to the extent otherwise required by Minnesota Statutes, Chapter 302A or the
Corporation's Articles of Incorporation. In the event the Corporation shall have
outstanding a class or series of shares that are entitled to vote as a class or
series by Minnesota Statutes, Chapter 302A, the Articles of Incorporation, these
Bylaws, or the terms of such shares, the matter being voted upon must also
receive the affirmative vote of the holders of the same proportion of the shares
of that class or series as is required pursuant to the preceding sentence. For
the election of directors, the persons receiving the largest number of votes (up
to and including the number of directors to be elected) shall be directors.
Section 2.08. Voting. At each meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote either in person or by proxy
meeting the requirements of Section 2.09. Unless otherwise provided in the
Articles of Incorporation or according to the terms of the shares, each
shareholder shall have one vote for each share having voting power registered in
such shareholder's name on the books of the Corporation. Holders of shares
entitled to vote may vote any portion of the shares in any way the shareholder
chooses. If a shareholder votes without designating the proportion or number of
shares voted in a particular way, the shareholder is deemed to have voted
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all of the shares in that way. Jointly owned shares may be voted by any joint
owner unless the Corporation receives written notice from any one of them
denying the authority of that person to vote the shares.
Section 2.09. Proxies. A shareholder may cast or authorize the casting of a
vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective. An appointment of a proxy for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless the Corporation
receives from any one of those shareholders written notice either denying the
authority of that person to appoint a proxy or appointing a different proxy. To
be valid, all proxies must meet the requirements of, and shall be governed by,
Minnesota Statutes, Section 302A.449.
Section 2.10. Waiver of Notice. Any shareholder may waive notice of any
regular or special meeting, either before, at, or after such meeting, and such
waiver of notice shall be effective whether given orally or in a writing signed
by such shareholder or a representative entitled to vote the shares, of such
shareholder. Attendance by a shareholder at any meeting of shareholders is a
waiver of notice of such meeting, except when the shareholder objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened or objects before a vote on an item of business
because the item may not lawfully be considered at that meeting and the
shareholder does not participate in the consideration of the item at that
meeting.
Section 2.11. Written Action. Any action that is required or permitted to
be taken at a meeting of shareholders may be taken without a meeting if done in
writing and signed by all of the shareholders entitled to vote on that action.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
Section 3.02. Number, Qualification and Term of Office. The number of
directors of the Corporation will be established within the limits set by the
Articles of Incorporation by resolution adopted by a majority of the directors
from time to time. Directors need not be shareholders. Each director shall hold
office from the regular meeting at which such director was elected and until the
next regular meeting of shareholders and until such director's successor shall
have been elected and shall qualify, or until the earlier death, resignation,
removal or disqualification of the director.
Section 3.03. Board Meetings. The Board of Directors may hold meetings from
time to time at such time and place as the notice of such meeting may designate
or at the place announced if no
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notice is required. No notice of any kind to either old or new members of the
Board of Directors shall be necessary for any regular meeting of the directors
fixed from time to time by resolution of a majority of the directors.
Section 3.04. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the Chairman of the Board, or any other director, by giving at
least five days' notice, of the date, time and place thereof to each director by
mail, telephone, telegram or in person. If the date, time and place of a Board
of Directors meeting have been announced at a previous meeting of the Board of
Directors, no notice is required. Notice of an adjourned meeting need not be
given other than by announcement at the meeting at which adjournment is taken of
the date, time and place at which the meeting will be reconvened.
Section 3.05. Waiver of Notice. Any director may waive notice of any
meeting of the Board of Directors either before, at, or after such meeting
orally or in a writing signed by such director. A director, by the director's
attendance at any meeting of the Board of Directors, shall be deemed to have
waived notice of such meeting, except when the director objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and does not participate thereafter in the meeting.
Section 3.06. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.
Section 3.07. Absent Directors. A director may give advance written consent
or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 3.08. Conference Communications. Any or all directors may
participate in any meeting or conference of the Board of Directors, or of any
duly constituted committee thereof, by any means of communication through which
the directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action, such directors
participating pursuant to this Section 3.08 shall be deemed present in person at
the meeting.
Section 3.09. Vacancies. Vacancies in the Board of Directors occurring by
reason of death, resignation, removal, or disqualification shall be filled for
the unexpired term by a majority of the remaining directors, even though less
than a quorum, or by the sole remaining director. Vacancies
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resulting from newly created directorships may be filled by a majority vote of
the remaining directors. Each director elected to fill a vacancy shall hold
office until a qualified successor is elected by the shareholders at their next
regular or special meeting.
Section 3.10. Committees. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution. A committee shall consist
of one or more persons, who need not be directors, appointed by affirmative vote
of a majority of the directors present. Committees are subject to the direction
and control of, and vacancies in the membership thereof shall be filled by, the
Board of Directors, except as provided by Section 3.11 and by Minnesota
Statutes, Section 302A.243. A majority of the members of the committee present
at a meeting is a quorum for the transaction of business, unless a larger or
smaller proportion or number is provided in the resolution establishing the
committee.
Section 3.11. Committee of Disinterested Persons. Pursuant to the procedure
set forth in Section 3.10, the Board of Directors may establish a committee
composed of two or more disinterested persons to determine whether it is in the
best interests of the Corporation to pursue a particular legal right or remedy
of the Corporation and whether to cause the dismissal or discontinuance of a
particular proceeding that seeks to assert a right or remedy on behalf of the
Corporation. For purposes of this section, a person is "disinterested" if the
person is not the owner of more than one percent of the outstanding shares of,
or a present or former officer, employee, or agent of, the Corporation or of a
related corporation and has not been made or threatened to be made a party to
the proceeding in question. The committee, once established, is not subject to
the direction or control of, or termination by, the Board of Directors. Any
vacancy on the committee may be filled by a majority of the remaining committee
members. The good faith determinations of the committee are binding upon the
Corporation and its directors, officers and stockholders. The committee shall
terminate when it issues a written report of its determination to the Board of
Directors.
Section 3.12. Written Action. Any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by all of the directors or
committee members, unless the action need not be approved by the shareholders of
the Corporation, in which case the action may be taken by a written action
signed, or counterparts of a written action signed in the aggregate, by the
number of directors or committee members that would be required to take the same
action of the Board of Directors or such committee, as the case may be, at which
all of the directors or committee members were present.
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ARTICLE IV
OFFICERS
Section 4.01. Number and Designation. The Board of Directors may elect or
appoint such officers or agents as it deems necessary for the operation and
management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board of Directors, including,
without limitation, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such assistant officers or other officers as may from time to
time be elected or appointed by the Board of Directors. Each such officer shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board of Directors. Any number of offices may
be held by the same person.
Section 4.02. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed, from time to time, by the Board of Directors.
Section 4.03. President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board of Directors.
Section 4.04. Vice President. Each Vice President shall perform such duties
as may be prescribed from time to time by these Bylaws or by the Board of
Directors.
Section 4.05. Secretary. Unless provided otherwise by a resolution adopted
by the Board of Directors, the Secretary: (a) shall attend all meetings of the
stockholders and Board of Directors, and shall record all the proceedings of
such meetings in the minute book of the Corporation; (b) shall give proper
notice of meetings of stockholders and Board of Directors and other notices
required by law or these Bylaws; and (c) shall perform such other duties as from
time to time may be assigned by the Board of Directors.
Section 4.06. Treasurer. Unless otherwise determined by the Board of
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board of Directors.
Section 4.07. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be determined from time to time by the Board of Directors.
Unless prohibited by a resolution of the Board of Directors, an officer elected
or appointed by the Board of Directors may, without specific approval of the
Board of Directors, delegate some or all of the duties and powers of an office
to other persons.
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Section 4.08. Removal and Vacancies. The Board of Directors may remove any
officer from office at any time, with or without cause, by a resolution approved
by the affirmative vote of a majority of the directors present. Such removal,
however, shall be without prejudice to the contract rights of the person so
removed. A vacancy in an office of the Corporation by reason of death,
resignation, removal, disqualification, or otherwise may, or in the case of a
vacancy in the office of the President or Treasurer shall, be filled for the
unexpired term by the Board of Directors.
Section 4.09. Compensation. The officers of this Corporation shall receive
such compensation for their services as may be determined by or in accordance
with resolutions of the Board of Directors or by one or more committees to the
extent so authorized from time to time by the Board of Directors.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. All shares of the Corporation shall
be certificated shares. Each holder of shares of the Corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the Corporation owned by
such shareholder. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
Corporation, by the President and by the Secretary or an Assistant Secretary or
by such officers as the Board of Directors may designate. If the certificate is
signed by a transfer agent or registrar, such signatures of the corporate
officers may be facsimiles, engraved or printed. A certificate representing
shares of this Corporation shall contain on its face the information required by
Minnesota Statutes, Section 302A.417 subdivision 4. A certificate representing
shares issued by this Corporation, if it is authorized to issue shares of more
than one class or series, shall set forth upon the face or back of the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of the designations,
preferences, limitations, and relative rights of the shares of each class or
series authorized to be issued, so far as they have been determined, and the
authority of the Board of Directors to determine relative rights and preferences
of subsequent classes or series. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 5.03.
Section 5.02. Transfer of Shares. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The Corporation may treat as the absolute owner of shares of the
Corporation the person or persons in whose name shares are registered on the
books of the Corporation. The Board of Directors may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect share transfers on its behalf.
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Section 5.03. Loss of Certificates. Except as otherwise provided by
Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen or destroyed shall make an affidavit of that fact in
such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the Corporation a bond of indemnity in form, in an
amount, and with one or more securities satisfactory to the Board of Directors,
to indemnify the Corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
ARTICLE VI
DIVIDENDS, RECORD DATE
Section 6.01. Dividends. Subject to the provisions of the Articles of
Incorporation, of these Bylaws, and of the law, the Board of Directors has the
authority and will declare and cause to be issued regular cash or other
dividends or distributions to the shareholders of the corporation when and in
the amounts it deems advisable.
Section 6.02. Record Date. The Board of Directors may fix a date not
exceeding 120 days preceding the date fixed for the payment of any dividend as
the record date for the determination of the shareholders entitled to receive
payment of the dividend and, in such case, only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividend. If no
record date is fixed, the record date shall be at the close of business on the
day on which the Board of Directors adopts the resolution authorizing the
payment of such dividend.
ARTICLE VII
CORPORATE RECORDS
Section 7.01. Share Register. The Corporation shall keep at its Principal
Executive Office a share register not more than one year old, containing the
names and addresses of the shareholders and the number and classes of shares
held by each shareholder. The Corporation shall also keep at its Principal
Executive Office a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Records. The Corporation shall keep at its Principal
Executive Office originals or copies of: (a) records of all proceedings of
shareholders for the last three years; (b) records of all proceedings of the
Board of Directors for the last three years; (c) the Articles of Incorporation
and all amendments currently in effect; (d) the Bylaws and all amendments
currently in effect; (e) financial statements; (f) reports made to shareholders
generally within the last three years; (g) a statement of the names and usual
business addresses of the directors and principal officers; (h) voting
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trust agreements described in Minnesota Statutes, Section 302A.453 and (i)
shareholder control agreements described in Minnesota Statutes, Section
302A.457.
ARTICLE VIII
SECURITIES OF OTHER CORPORATIONS
Section 8.01. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors the President shall have full power and
authority on behalf of the Corporation (a) to attend any meeting of security
holders of other corporations in which the Corporation may hold securities and
to vote such securities on behalf of the Corporation; (b) to execute any proxy
for such meeting on behalf of the Corporation; or (c) to execute a written
action in lieu of a meeting of such other corporation on behalf of this
Corporation. At such meeting, by such proxy or by such writing in lieu of
meeting, the President shall possess and may exercise any and all rights and
powers incident to the ownership of such securities that the Corporation
possesses. The Board of Directors or the President, from time to time, may
confer or delegate such powers to one or more other persons.
Section 8.02. Purchase and Sale of Securities. Unless otherwise ordered by
the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to purchase, sell, transfer or encumber any and all
securities of any other corporation owned by the Corporation and may execute and
deliver such documents as may be necessary to effectuate such purchase, sale,
transfer or encumbrance. The Board of Directors or the President, from time to
time, may confer or delegate such powers to one or more other persons.
ARTICLE IX
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota Statutes Section 302A.521, as now enacted or
hereafter amended.
ARTICLE X
MISCELLANEOUS
Section 10.01. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
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ARTICLE XI
AMENDMENTS
Section 11.01. These Bylaws may be amended at any meeting of the Board of
Directors if notice of such proposed amendment shall have been given in the
notice of such meeting. Such authority in the Board of Directors is subject to
(a) the limitations imposed by Minnesota Statutes, Section 302A.181, as now
enacted or hereafter amended, or other applicable law and (b) the power of the
shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any meeting of shareholders called for
such purpose.
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