Exhibit 3.2
BY-LAWS
of
A.I. RECEIVABLES TRANSFER CORP.
(a Delaware Corporation)
ARTICLE I
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STOCKHOLDERS
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1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by the Chairman or Vice-Chairman of the board of directors
of the Corporation (the "Board"), if any, or by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation certifying the number of shares
owned by him in the Corporation. Any and all signatures on any such certificate
may be facsimiles. 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, such certificate 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.
Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificate representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
Delaware General Corporation Law. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.
The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation 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 any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be
required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the
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holder to receive a certificate for a full share upon the surrender of such
scrip or warrants aggregating a full share. A certificate for a fractional share
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and
to participate in any of the assets of the Corporation in the event of
liquidation, in each case to the extent of such fraction. The Board may cause
scrip or warrants to be issued subject to the conditions that they shall become
void if not exchanged for certificates representing full shares before a
specified date, or subject to the conditions that the shares for which scrip or
warrants are exchangeable may be sold by the Corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board may impose.
3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than sixty days nor less than 10 days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the first written consent is
expressed; and the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the Corporation has only one class of shares of stock outstanding;
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and said reference is also intended to include any outstanding share or shares
of stock and any holder or holders of record of outstanding shares of stock of
any class upon which or upon whom the certificate of incorporation of the
Corporation (the "Certificate of Incorporation") confers such rights where there
are two or more classes or series of shares of stock or upon which or upon whom
the Delaware General Corporation Law confers such rights notwithstanding that
the Certificate of Incorporation may provide for more than one class or series
of shares of stock, one or more of which are limited or denied such rights
thereunder.
6. STOCKHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board, provided, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
Corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the Board.
(b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the Board may, from time to
time, fix. Whenever the director shall fail to fix such place, the meeting shall
be held at the registered office of the Corporation in the State of Delaware.
(c) CALL. Annual meetings and special meetings may be called by the
Board or by any officer instructed by the Board to call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes of the meeting. The
notice of a special meeting shall in all instances state the purpose or purposes
for which the meeting is to be called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the Delaware General Corporation Law. Except as
otherwise provided by the Delaware General Corporation Law, a copy of the notice
of any meeting shall be given, personally or by mail, not less than ten days nor
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the Corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States Mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board, after adjournment, fix a
new record date for the adjourned meeting. Notice need not be given to any
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stockholder who submits a written waiver of notice signed by him before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends the 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 or purposes of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
(e) STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any meeting of
stockholders.
(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a Chairman to be chosen by the
stockholders. The Secretary of the Corporation, or in his or her absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provided for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.
(h) INSPECTORS. The Board, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
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presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, if any,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
(i) QUORUM. The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
(j) VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action shall be authorized by a majority of the votes cast except
where the Delaware General Corporation Law prescribes a different percentage of
votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the Certificate of Incorporation or
these By-Laws. In the election of directors, and for any other action, voting
need not be by ballot.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the
Delaware General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, 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 of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE II
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DIRECTORS
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1. FUNCTIONS AND DEFINITION. The business and affairs of the
Corporation shall be managed by or under the direction of the Board. The Board
shall have the authority to fix the compensation of the members thereof. The use
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of the phrase "whole Board" herein refers to the total number of directors which
the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, or
a citizen or resident of the United States or the State of Delaware. The initial
Board shall consist of two (2) persons. Except for the initial Board, the number
of directors may be fixed from time to time by action of the stockholders or of
the Board, or, if the number is not fixed, the number shall be two (2). The
number of directors may be increased or decreased by action of the stockholders
or of the Board.
3. INDEPENDENT DIRECTOR. For so long as any rated securities which the
Corporation has caused the Trust to issue are outstanding, at least one of the
directors of the Corporation shall be an Independent Director, as such term is
defined in Article SEVENTH of the Certificate of Incorporation.
4. ELECTION AND TERM. The initial Board, unless the members thereof
shall have been named in the Certificate of Incorporation, shall be elected by
the incorporator or incorporators and shall hold office until the first annual
meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any director may resign at any time
upon written notice to the Corporation. Directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancies in that connection, newly created
directorships and any vacancies in the Board, including unfilled vacancies
resulting from the removal of directors for cause or without cause, may be
filled by the vote of a majority of the remaining directors then in office
although less than a quorum, or by the sole remaining director.
5. MEETINGS.
(a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
(b) PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
(c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, or the President, or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
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directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time for the meeting stated herein. Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he 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 directors need be specified in
any written waiver of notice.
(e) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as otherwise provided herein or in the
Certificate of Incorporation and except as other-wise provided by the Delaware
General Corporation Law, the vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the Delaware General Corporation Law and these By-Laws which
govern a meeting of directors held to fill vacancies and newly created
director-ships in the Board or action of disinterested directors.
(f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
6. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
Delaware General Corporation Law, any director or the entire Board may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
7. COMMITTEES. 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 any member of any such committee or committees, 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 the powers and authority of
the Board in the management of the business and affairs of the Corporation with
the exception of any authority the delegation of which is prohibited by Section
141 of the Delaware General Corporation Law, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
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8. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board or any committee thereof may be taken without a meeting if
all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
9. ELECTRONIC COMMUNICATION. Any member or members of the Board or of
any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
ARTICLE III
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OFFICERS
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The officers of the Corporation shall consist of a President and a
Secretary, and may include, by election or appointment, one or more Vice
Presidents (any one or more of whom may be given an additional designation of
rank or function), a Treasurer and such Assistant Secretaries, such Assistant
Treasurers and such other officers with such titles as the resolution of the
Board choosing them shall designate. Except as may otherwise be provided in the
resolution of the Board choosing him or her, no officer other than the Chairman
or Vice-Chairman of the Board, if any, need be a director. Any number of offices
may be held by the same person.
Unless otherwise provided in the resolution choosing him or her, each
officer shall be chosen for a term which shall continue until the meeting of the
Board following the next annual meeting of stockholders and until his successor
shall have been chosen and qualified. Any officer may be removed with or without
cause by the Board. Any vacancy in any office may be filled by the Board.
All officers of the Corporation shall have such authority and perform
such duties in the management and operation of the Corporation as may be
prescribed in the resolutions of the Board designating and choosing such
officers or prescribing the authority and duties of the various officers of the
Corporation, and as are customarily incident to their office, except to the
extent that such resolutions may be inconsistent therewith. The Secretary shall
keep or cause to be kept in the corporate minute books the minutes of the
meetings of the stockholders, the Board, and all committees created by the Board
and shall have such other powers and authority which ordinarily are inherent in
such office in addition to those which the Board may from time to time
prescribe. The Treasurer shall have charge and custody of, and be responsible
for, all funds and securities of the Corporation and shall have such other
powers and authority which ordinarily are inherent in such office in addition to
those which the Board from time to time may prescribe.
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ARTICLE IV
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BOOKS AND RECORDS
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The Corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of the shareholders, of the Board, and of
any committee which the Board may appoint. Any of the foregoing books, minutes
or records may be in written form within a reasonable time.
ARTICLE V
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INDEMNIFICATION
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The Corporation, to the full extent permitted, and in the manner
required by the laws of the State of Delaware as in effect at the time of the
adoption of this Article V or as the same may be amended from time to time,
shall (i) indemnify any person (and the heirs and legal representatives of such
person) who is made or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether in nature civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Corporation or of any
constituent Corporation absorbed into the Corporation by consolidation or merger
or served with another Corporation, partnership, joint venture, trust or other
enterprise at the request of the Corporation or of any such constituent
Corporation and (ii) provide to any such person (and the heirs and legal
representatives of such person) advances for expenses reasonably incurred in
defending any such action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such person (and the heirs and legal representatives of such
person) to repay such advances unless it is ultimately determined that he or she
is entitled to indemnification by the Corporation.
ARTICLE VI
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CORPORATE SEAL
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The corporate seal shall be in such form as the Board shall prescribe.
ARTICLE VII
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FISCAL YEAR
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The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board.
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ARTICLE VIII
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CONTROL OVER BY-LAWS
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Subject to the provisions of the Certificate of Incorporation and the
provisions of the Delaware General Corporation Law, the power to amend, alter or
repeal these By-Laws and to adopt new By-Laws may be exercised by the Board or
by the stockholders.
END OF BY-LAWS
