Exhibit 3(b)
BY-LAWS
OF
CNH Capital Receivables Inc.
ARTICLE I
OFFICES
The registered office of the Corporation in the State of Delaware
shall be in the City of Wilmington. The Corporation may have such other
offices at such other places, within or without the State of Delaware, as
the business of the Corporation may require from time to time.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting: All meetings of the
stockholders for the election of directors or for any other purpose may be
held at such place, within or without the State of Delaware, as shall be
prescribed from time to time by the Board of Directors and stated in the notice
of the meeting.
Section 2. Annual Meetings: Annual meetings of
stockholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held,
commencing with the year 2001, at such date and time in each year as may be
designated from time to time by the Board of Directors.
Section 3. Special Meetings: Special meetings of the
stockholders for any proper purpose or purposes may be called to be held at any
time by the Board of Directors, and shall be called at the written request of
stockholders owning a majority of the outstanding stock of the Corporation
entitled to vote.
Section 4. Notice of Meeting: Written notice of the
place, date and hour of each meeting of stockholders, and of the purpose or
purposes of each special meeting of stockholders and of each annual meeting of
stockholders to be convened for any purpose in addition to the election of
directors, shall be given, not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail, to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed given to any
stockholder when deposited in the United States mail, postage prepaid, directed
to such stockholder at such stockholder's address as it appears on the records
of the Corporation.
Section 5. Quorum and Adjournment: At any meeting of
stockholders, the presence in person or by proxy of the holders of record of
outstanding shares of stock of the Corporation entitled to vote a majority of
the votes entitled to be voted at such meeting shall constitute a quorum for
all purposes, except as otherwise required by the Certificate of Incorporation
or applicable law.
If a quorum is present at any meeting of stockholders,
any director to be elected at such meeting shall be elected by a plurality
vote, and the vote of a majority of the votes entitled to be voted at such
meeting by the holders of shares of stock present or represented by proxy
thereat shall be sufficient for the transaction of any other business
brought before the meeting, unless a different vote is required by the
Certificate of Incorporation or applicable law.
In the absence of a quorum at any meeting, the meeting
may be adjourned from time to time to any time or place by the vote of a
majority of the votes entitled to be voted by the holders present or
represented by proxy at such meeting.
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Section 6. Voting: Each stockholder shall, at every
meeting of stockholders, be entitled to such vote in person or by proxy for
each share of stock held by such stockholder as is provided in the Certificate
of Incorporation (or, in the absence of such provision, as provided by law).
No proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.
Section 7. Consents in Lieu of Voting: Whenever the vote
of stockholders or any class or classes of stockholders at a meeting thereof is
to be taken for or in connection with any corporate action, the meeting and
vote of the stockholders of such class or classes of stockholders may be
dispensed with upon the written consent to such corporate action of stockholders
having not less than the minimum percentage of the total number of votes which
would be required to authorize and approve such corporate action at a meeting at
which all of the outstanding shares of such class or classes are voted. Prompt
notice of the taking of such corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing at their respective addresses appearing on the records of
the Corporation.
Section 8. Stockholders 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
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each such stockholder and the number of shares registered in the name
of each such 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 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 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.
Section 9. Special Voting Provisions: Whenever the
provisions of the Certificate of Incorporation or law provide that the holders
of shares of stock of the Corporation of any class or series are entitled to
vote as a separate class or series on any matter, then, notwithstanding any
other provision of these By-Laws to the contrary, such holders shall be
entitled to so vote and, to the extent the Certificate of Incorporation
contains any provision with respect to the calling or holding of, or the quorum
for, any meeting for the purpose of such vote, such provisions of the
Certificate of Incorporation shall govern.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number, Term of Office and Removal: The number
of directors which shall constitute the whole Board of Directors shall be as
determined from time to time by the Board of Directors, but shall not be less
than two nor more than nine, the exact number of which shall initially be as set
forth in the Certificate of Incorporation and thereafter from time to time by
the Board of Directors. At all times, at least two directors shall be
Independent Directors, as defined in the Certificate of Incorporation.
Subject to the second sentence of this Section 1 and the Certificate of
Incorporation, each director shall hold office until his or her successor is
elected and qualified or until his or her earlier resignation or removal.
Any director or directors may be removed from office at any time, with or
without cause, by a vote of stockholders owning a majority of the outstanding
stock of the Corporation entitled to vote.
Section 2. Vacancies: Subject to the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of directors, other than directorships
created by reason of the failure to pay dividends on some class or classes of
stock of the Corporation or vacancies arising in such directorships, may be
filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Each director so elected shall hold
office until a successor is elected and qualified or until such director's
earlier resignation or removal.
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Section 3. Election of Officers and Committees: By
unanimous written consent or at the first meeting of the Board of Directors
following an annual meeting of stockholders, the Board of Directors shall
proceed to the election of the officers of the Corporation and of the members
of any committee of the Board of Directors to be elected.
Section 4. Regular Meetings: Regular meetings of the
Board of Directors may be held without notice at such time and place as shall
from time to time be determined by the Board of Directors.
Section 5. Special Meetings: Special meetings of the
Board of Directors may be called at any time by the Chairman, or in his or
her absence, the President, or, in the event of their absence or
disability, by the Secretary, and shall be called by the Secretary upon the
written request of a majority of the number of directors at the time in
office. Any such special meeting may be held at such place, either within
or without the State of Delaware, as shall be specified in the call, but if
no place is specified, then at the office of the Corporation in Lake
Forest, Illinois. Notice of each special meeting of the Board of Directors
shall be given by the Secretary to each director by (i) personal delivery
or telephone, or telegram (with charges prepaid), telex, telecopy or other
similar transmission addressed and sent to the director's usual business
address as it appears on the records of the Corporation, not less than
twenty-four hours prior to such meeting, or (ii) mail directed to such
business address and deposited in the United States mail, postage prepaid,
at least three days prior to the meeting. The notice of any special meeting
of the Board of Directors need not specify any purpose or purposes of such
meeting. Notice of any special meeting of the Board of Directors may be
waived in writing by any director either before or after the meeting. The
attendance of a director at any special meeting of the Board of Directors
shall, without more, constitute a waiver of notice of such meeting.
Section 6. Organization: The Chairman, or in his or her
absence, the President, or in their absence, a director chosen by a majority of
the directors present, shall preside at and act as chairman of each meeting of
the Board of Directors. The Secretary, or in his or her absence, an Assistant
Secretary designated by the chairman of the meeting, or in case of the absence
of the Secretary and all Assistant Secretaries, any person designated by the
chairman of the meeting, shall act as secretary of each meeting of the Board of
Directors.
Section 7. Quorum: A majority of the number of directors
at the time in office shall constitute a quorum for the transaction of business,
and the vote of the majority of the directors present at any meeting at which a
quorum is present, shall be the act of the Board of Directors. If at any
meeting of the Board of Directors a quorum is not present, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than adjournment at the meeting, until a quorum shall be present.
Section 8. Action by Unanimous Consent: Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting, if all members of the
Board of Directors or of such committee, as the case may be, at the time in
office, consent thereto in writing, and the writing or writings are filed with
the minutes of the proceeding of the Board of Directors or such committee.
Section 9. Compensation of Directors: Each director, as
such, shall be entitled to receive reimbursement for reasonable expenses
incurred in attending meetings of the Board of Directors or any committee
thereof or otherwise in connection with his or her attention to the affairs
of the Corporation. In addition, each director, who is not at the time a
regularly compensated officer or employee of the Corporation or Case
Corporation or any of its direct or indirect subsidiaries, shall be entitled to
such fee for services as a director (and, if a member of any committee of the
Board of Directors, such fee for services as such member) as may be fixed from
time to time by the Board of Directors. Such fees may be fixed both for meetings
attended and on an annual basis, or either thereof, and may be payable currently
or deferred.
Section 10. Committees: The Board of Directors may elect
such committees, each to consist of one or more directors, as it may from
time to time determine, which committees shall serve for such term and
shall have and may exercise such duties, functions and powers as the Board
of Directors may from time to time prescribe. All action taken by any such
committee shall be reported to the Board of Directors at such times as the
Board of Directors shall direct.
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ARTICLE IV
OFFICERS
Section 1. Election and Term: The officers of the
Corporation shall be a Chairman and a Secretary, each of whom shall be elected
by the Board of Directors to hold office until the first meeting of the Board
of Directors after the annual meeting of stockholders next following his or her
election and until his or her successor is qualified, subject to resignation or
to earlier removal as hereinafter provided. The Board of Directors may from
time to time elect, appoint or authorize the appointment of such other officers
(including a President or one or more Vice Chairmen) and agents as it shall
deem advisable and as the business of the Corporation may require.
Any officer, agent or employee elected or appointed by
the Board of Directors may be removed and replaced only by the Board of
Directors, and may be removed, with or without cause, at any time by a
majority vote of the Board of Directors at the time in office.
Any officer, agent or employee who is not elected or
appointed by the Board of Directors shall hold office at the discretion of
the Chairman. The Chairman may at any time in his or her discretion
suspend, subject to the approval of the Board of Directors at its next
meeting, the authority of any other officer, agent or employee of the
Corporation.
Section 2. Authority and Duties of Officers: The Chairman
shall be the chief executive officer of the Corporation; shall have general
supervision and direction of the business and affairs of the Corporation; and
shall preside at all meetings of the Board of Directors and of the stockholders.
In the absence or disability of the Chairman, the President shall have the
powers and duties of the Chairman. In the absence or disability of the
Chairman and the President, one of the Vice Chairmen (to be designated by the
Chairman) shall have the powers and duties of the Chairman.
The Secretary shall, except as otherwise determined by
the Board of Directors, attend and record all of the proceedings of all
meetings of stockholders and the Board of Directors, and, unless otherwise
directed by any such committee, of all committees of the Board of
Directors, in books of the Corporation kept for that purpose; shall see
that all notices are given and records and reports properly kept and filed
by the Corporation as required by these By-Laws or as required by law;
shall have charge of and control over the records of the Corporation and
the certificate books, transfer books and stock ledgers, and such other
books and papers as the Board of Directors may direct; and shall be the
custodian of the corporate seal of the Corporation and see that it is
affixed to all documents to be executed on behalf of the Corporation under
its seal.
The foregoing officers of the Corporation shall have such
other powers and perform such other duties, and the other officers of the
Corporation shall have such powers and perform such duties, as are incident
to their respective offices or as may be designated by the Chairman,
subject to the supervision and direction of the Board of Directors.
Section 3. Compensation: Any compensation of officers,
agents or employees elected or appointed by the Board of Directors shall be
fixed from time to time by the Board of Directors, or in such manner as the
Board of Directors may direct.
Any compensation of officers, agents or employees of the
Corporation who are not elected or appointed by the Board of Directors
shall be fixed by the Chairman, subject to the provisions of these By-Laws
or any resolutions adopted by the Board of Directors.
No officer, agent or employee of the Corporation shall be
prevented from receiving such compensation by reason of the fact that he or
she is also a director of the Corporation.
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ARTICLE V
INDEMNIFICATION
Section 1. General: The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than any action by or in
the right of the Corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 2. Action or Suit By or in the Right of the
Corporation: The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of Delaware or such other court shall
deem proper.
Section 3. Expenses: To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article V, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
Section 4. Authorization: Any indemnification under
Sections 1 and 2 of this Article V (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in Sections 1 and 2. Such determination shall be made (i) by a
majority vote of the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.
Section 5. Advancement of Expenses: Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
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Section 6. Other Rights: The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of this Article V shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may
be entitled under the Certificate of Incorporation, any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.
Section 7. Insurance: The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article V. Insurance
purchased by the Corporation in accordance with this Article V may,
but need not (i) be for the benefit of all directors, officers, employees
and agents of the Corporation and (ii) provide also for indemnification or
reimbursement to the Corporation of and for payments and obligations to
make payments by the Corporation to any of its directors, officers,
employees or agents to the extent such payments or obligations to make
payments are permitted under Sections 1 and 6 of this Article V.
Section 8. The Corporation: For purposes of this Article
V references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article V with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.
Section 9. Other Enterprises: For purposes of this
Article V, references to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article V or in Section 145 of the
Delaware General Corporation Law.
Section 10. Continuation: The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article V
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 11. Contract: All rights to indemnification and
advancement of expenses provided by this Article V shall be deemed to be a
contract between the Corporation and each person referred to herein. Any
repeal or modification of this Article or any repeal or modification of
relevant provisions of the Delaware General Corporation Law or any other
applicable law shall not in any way diminish any rights to indemnification
or advancement of expenses with respect to any state of facts then or
previously existing or any action, suit or proceeding previously or
thereafter brought or threatened based in whole or in part on such state of
facts.
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ARTICLE VI
CERTIFICATE FOR SHARES OF STOCK, ETC.
Section 1. Stock Certificates: 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, the President or a Vice
Chairman and by the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such holder of stock in the
Corporation. The designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back
of the certificate which the Corporation shall issue to represent such
class or series of stock; provided that, except as otherwise provided in
the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of such
certificate a statement that the Corporation will furnish without charge to
each stockholder who so requests, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.
If a certificate is countersigned (1) by a transfer agent
other than the Corporation or its employee or (2) by a registrar other than
the Corporation or its employee, the signatures thereon of the officers of the
Corporation may be facsimiles. In case any officer who has signed, or whose
facsimile has been placed upon a certificate, shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer at the date of issue.
Section 2. Recognition of Persons as Stockholders: The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of a share or shares to receive dividends
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.
Section 3. Regulations, Transfer Agents and Registrars:
The Board of Directors shall have power and authority to make all such rules
and regulations, subject to any applicable requirement of law, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock. The Board of Directors may appoint one or more transfer
agents and registrars of transfer and may require all stock certificates to
bear the signature of a transfer agent and/or a registrar of transfer so
appointed.
Section 4. Lost or Destroyed Certificates: The Board of
Directors may prescribe reasonable requirements (including a sufficient
indemnity bond) for the issue of a new certificate of stock to replace a
certificate theretofore issued by the Corporation and claimed to have been
lost, destroyed or wrongfully taken.
Section 5. Fixing Date for Determination of Stockholders
of Record: In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which resolution fixing the record date is
adopted by the Board of Directors and which record date shall not be more than
sixty nor less than ten days before the date of such meeting. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than
ten days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors.
In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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 of
Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty days prior to such action.
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ARTICLE VII
CORPORATE SEAL
The corporate seal shall have inscribed the name of the
Corporation, the word "Delaware" and such other words or designs as the
Board of Directors may designate. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Unless otherwise provided in the Certificate of
Incorporation, these By-Laws may be altered, amended or repealed, and new
By-Laws may be adopted, by a majority vote of the number of directors at
the time in office or by a vote of stockholders owning a majority of the
outstanding stock of the Corporation entitled to vote.
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