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EXHIBIT 3.2
BYLAWS
OF
WFS RECEIVABLES CORPORATION 2
ARTICLE I
OFFICES
Principal Executive Office
Section 1.01. The corporation shall have its principal executive office
in Las Vegas, Nevada, and may have offices at such other places, both within and
without the State of Nevada, as the Board of Directors may from time to time
designate.
Different or Additional Offices
Section 1.02. The Board of Directors may from time to time change the
location of the principal executive office or remove or establish branches or
subordinate offices as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
Place of Meetings
Section 2.01. All meetings of the shareholders shall be held at the
principal executive office of the corporation in the State of Nevada, or at any
other place, within or without this State, as may be designated for that purpose
from time to time by the Board of Directors.
Time of Annual Meeting
Section 2.02. All meetings of shareholders for the election of directors
shall be held in Las Vegas, Nevada, at such place as may be fixed from time to
time by the Board of Directors, or at such other place either within or without
the State of Nevada as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Annual meetings of
shareholders shall be held on the Third Monday of June if not a legal holiday,
and if a legal holiday, then on the next secular day following at 10:00 a.m., or
at such other date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a Board of Directors and transact such other business
as may properly be brought before the meeting.
Notice of Shareholders' Meetings
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Section 2.03. Written notice of all meetings of shareholders signed by
the president, a vice president, secretary or assistant secretary, stating the
place, day, and hour of the meeting and a description of the general nature of
each matter intended to be presented for shareholder action at the meeting,
shall be given to each shareholder entitled to vote thereat not less than ten
nor more than 60 days before the date thereof. The notice of any meeting at
which directors are to be elected shall also include the names of nominees
intended to be presented for election by management. Notice of adjourned
meetings is not necessary if the time and place thereof are announced at the
meeting at which the adjournment is taken unless (a) the meeting is adjourned
for more than 45 days or (b) after the adjournment, a new record data for the
adjourned meeting is fixed.
Special Meetings
Section 2.04. Special meetings of the shareholders for any purpose or
purposes whatsoever may be called at any time by the President, by the Board of
Directors, or by one or more of the shareholders entitled to cast not less than
ten percent of the votes at the meeting.
Quorum
Section 2.05. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote constitutes a quorum for the transaction
of business.
Voting
Section 2.06. Only persons in whose names shares appear on the stock
records of the corporation at the close of business on the business day next
preceding either the day on which notice of the meeting is given or, if notice
is waived, the day on which the meeting is held shall be entitled to vote at the
meeting, unless some other day is fixed by the Board of Directors for the
determination of shareholders of record. Any record date so fixed shall be not
more than 60 days nor less than ten days prior to the date of the meeting. Each
shareholder is entitled to one vote for each share held by him on the record
date. Voting for the election of directors may be by voice unless any
shareholder demands a ballot vote before the voting begins.
Proxies
Section 2.07. Every person entitled to vote shares may do so by written
proxy executed by the person or his agent and filed with the Secretary of the
corporation.
Consent of Absentees
Section 2.08. No defect in the call or notice of a meeting of
shareholders shall affect the validity of any action taken at the meeting if a
quorum was present and each shareholder not present at the meeting in person or
by proxy signs a written waiver of notice, a consent to the holding of the
meeting, or an approval of the minutes, either before or after the meeting. All
such waivers, consents, or approvals shall be filed with the corporate records
or made a part of the minutes of the
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meeting.
Action Without Meeting
Section 2.09. Action may be taken by the shareholders, without a
meeting, if a consent in writing, setting forth the action so taken, is signed
by the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting.
Except as provided in section 3.04 hereof, directors may not be elected by
written consent except by unanimous written consent.
ARTICLE III
DIRECTORS
Powers
Section 3.01. All corporate powers of the corporation shall be exercised
by, or under authority of, and the business and affairs of the corporation shall
be controlled by, the Board of Directors, subject, however, to such limitations
as are imposed by law, the articles of incorporation, or these bylaws, as to
actions to be authorized or approved by the shareholders. The Board of Directors
may, by contract or otherwise, give general, limited, or special power and
authority to the officers, employees, or agents of the corporation to transact
the general business, or any special business, of the corporation, and may give
powers of attorney to agents of the corporation to transact any special business
requiring such authorization.
Number of Directors
Section 3.02. The authorized number of directors of this corporation
shall be three until July 14, 2000 and thereafter shall be five, until changed
by an amendment to the articles of incorporation or by a bylaw amending this
section.
Qualification-Independent Director; Election; Term
Section 3.03.
(1) Of the authorized number of directors provided in Section
3.02 herein, the corporation shall at all times on and following July 14, 2000,
except as noted hereafter, have at least two directors (each an "Independent
Director") who is not (i) a director, officer or employee of any affiliate of
the corporation; (ii) a person related to any officer or director of any
affiliate of the corporation; (iii) a holder (directly or indirectly) of more
than 10% of any voting securities of any affiliate of the corporation; or (iv) a
person related to a holder (directly or indirectly) of more than 10% of any
voting securities of any affiliate of the corporation. In the event of the
death, incapacity, resignation or removal of all Independent Directors, the
Board of Directors shall promptly appoint an Independent Director for each
Independent Director whose death, incapacity, resignation or removal caused the
related vacancy on the Board of Directors; provided, however, that the Board
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of Directors shall not vote on any matter unless and until at least two
Independent Directors have been duly appointed to serve on the Board of
Directors.
(2) At each annual meeting of the stockholders, all directors
shall be elected to hold office until the next annual meeting and until their
successors are elected and qualified.
Vacancies
Section 3.04. Vacancies in the Board of Directors shall be filled in the
manner set forth in the articles of incorporation of the Corporation.
Place of Meetings
Section 3.05. All meetings of the Board of Directors shall be held at
the principal executive office of the corporation in the State of Nevada or at
such other places, within or without that State, as may be designated from time
to time by resolution of the Board of Directors.
Regular Meetings
Section 3.06. A regular meeting of the Board of Directors shall be held,
without notice, immediately following each annual meeting of the shareholders at
the same place as the annual meeting or at such other place as may be designated
by resolution of the Board of Directors.
Special Meetings - Call and Notice
Section 3.07. Special meetings of the Board of Directors may only be
called by the President, the Secretary, or any two directors. Notice of a
special meeting, stating the time, date, and place thereof, shall be mailed not
less than four days prior to the meeting, or telegraphed, personally delivered,
or telephoned, not less than 48 hours prior to the meeting.
Quorum
Section 3.08. The presence of a majority of the authorized number of
directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. Every act or decision done or made by a
majority of the directors present shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or by the articles of
incorporation.
Board Action by Conference Telephone
Section 3.09. Directors may participate in a meeting through the use of
conference telephone as long as all directors can hear one another. Telephonic
participation in a meeting shall constitute presence in person at the meeting.
Board Action Without Meeting
Section 3.10. Any action required or permitted to be taken by the Board
of Directors may
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be taken without a meeting if all members of the Board of Directors shall
individually or collectively consent in writing to the action.
Consent of Absentees
Section 3.11. No defect in the call or notice of a meeting will affect
the validity of any action taken at the meeting if a quorum was present and each
director not present at the meeting signs a written waiver of notice, a consent
to the holding of the meeting, or an approval of the minutes of the meeting,
either before or after the meeting. All waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
Adjournment - Notice
Section 3.12. A majority of the directors present, whether or not
consisting of a quorum, may adjourn any meeting of directors to another time and
place. Notice of the time and place of holding an adjourned meeting need not be
given to absent directors if the time and place is fixed at the meeting
adjourned, unless the meeting is adjourned for more than 24 hours.
Compensation
Section 3.13. Directors and members of committees may receive
compensation, if any, for their services, and reimbursement for expenses, in an
amount fixed or determined by resolution of the Board of Directors.
ARTICLE IV
EXECUTIVE, PRICING AND OTHER COMMITTEES
Designation of Executive and Pricing Committees
Section 4.01. The Board of Directors may, by resolution adopted by a
majority of the authorized number of directors, designate an Executive Committee
consisting of two or more directors, and may, by resolution adopted by a
majority of the authorized number of directors, designate a Pricing Committee
consisting of two or more directors. Each member of the Executive Committee or
Pricing Committee shall continue in office until his successor shall be
designated, or until he shall cease to be a director, or until his death,
resignation or removal, or until the dissolution of the Executive Committee or
Pricing Committee, as the case may be.
Powers
Section 4.02. Except as may be provided by law or by the resolution
designating such committee, the Executive Committee, if designated, shall have
and may exercise all of the powers of the Board of Directors in the management
of the business and affairs of the corporation, and shall have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Except as may be provided by law or by the resolution designating
such committee, the Pricing Committee, if designated, shall have any may
exercise all of the powers of the board of directors in
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the management of the financial affairs of the corporation, expressly including
the power to fix and determine the terms and conditions of any series of trusts
or bonds issued by the corporation and to take any other action deemed necessary
in connection with the authorization, execution, authentication and delivery of
any series of Notes, Certificates, or Bonds, and shall have the power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Notwithstanding the foregoing, neither the Executive Committee nor
the Pricing Committee shall have power to amend the articles of incorporation,
to adopt an agreement of merger or consolidation, to recommend to the
stockholders the sale, lease or exchange of all, or substantially all of the
corporation's property and assets, or to recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution.
Meetings of Committees
Section 4.03. The Executive Committee may provide for the holding of
regular meetings at such times and places (within or without the State of
Nevada) as it may from time to time determine by resolution duly adopted at any
meeting of the Executive Committee. A special meeting of the Executive Committee
may be called at any time by the President or by any two members of the
Executive Committee. No notice of any special or regular meeting of the
Executive Committee need be given. Except as expressly provided herein, meetings
of all committees shall be conducted in the manner set forth as to directors
meetings in Article III.
Quorum
Section 4.04. At the meetings of the Executive Committee or the Pricing
Committee, the presence in person of a majority of the designated members of the
Executive Committee or the Pricing Committee, as the case may be, shall be
deemed necessary and sufficient to constitute a quorum for the transaction of
business at any meeting of such committee. Every act or decision done or made by
a majority of the members present shall be the act of the Executive Committee or
the Pricing Committee, as the case may be.
Other Committees
Section 4.05. The Board of Directors may, in its discretion, by a
resolution duly adopted by a majority of the authorized number of directors,
designate one or more other committees, each consisting of two or more directors
who will serve at the pleasure of the Board of Directors, and shall have any may
exercise such powers, and shall perform such duties, as may be delegated to it
by resolution of the Board of Directors.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND AGENTS
Section 5.01. The corporation shall, to the maximum extent permitted by
the Nevada Revised Statutes, indemnify its officers and directors against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an officer or director of the corporation,
and shall
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advance to such officer or director expenses incurred in defending any
such proceeding to the maximum extent permitted by law. For purposes of this
section, a "director" or "officer" of the corporation shall mean any person who
is a director or officer of the corporation, or is serving at the request of the
corporation as a director or officer of another corporation, or other
enterprise. The Board of Directors may, in its discretion, provide by resolution
for the indemnification of, or advancement of expenses to, other corporate
"agents", as that term is used in Sections 78.7502 and 78.751 of the Nevada
Revised Statutes, and may likewise refuse to provide for their indemnification
or advancement of expenses except to the extent any such indemnification is
mandatory thereunder.
ARTICLE VI
OFFICERS
Titles and Appointment
Section 6.01. This corporation shall have a president, a secretary, and
a chief financial officer, each of whom shall be chosen by and hold office at
the pleasure of the board of directors. Any two or more offices may be held by
the same person. Officers may be, but need not necessarily be, selected from the
members of the board of directors or from the shareholders. Notwithstanding the
foregoing, the corporation shall at all times on and following July 14, 2000,
except as noted hereafter, have at least one executive officer (an "Independent
Officer") who is not (i) a director, officer or employee of any affiliate of the
corporation; (ii) a person related to any officer or director of any affiliate
of the corporation; (iii) a holder (directly or indirectly) of more than 10% of
any voting securities of any affiliate of the corporation; or (iv) a person
related to a holder (directly or indirectly) of more than 10% of any voting
securities of any affiliate of the corporation. In the event of the death,
incapacity, resignation or removal of the Independent Officer, the Board of
Directors shall promptly appoint an Independent Officer for the Independent
Officer whose death, incapacity, resignation or removal caused the related
vacancy.
President
Section 6.02. The President shall be the chief executive officer of the
corporation, shall perform all duties commonly incident to that office, and
shall preside at all meetings of the shareholders and at all meetings of the
Board of Directors.
Vice-President
Section 6.03. The Vice-President, or the Vice-Presidents in the order of
their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of the President
is vacant, and shall perform such other duties incident to his office or as are
assigned to him by the Board of Directors or the President.
Secretary
Section 6.04. The Secretary shall ensure that all notices are duly given
in accordance with the provisions of these bylaws or as required by law, shall
keep, at the principal executive office, the
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minutes of all proceedings of meetings of the shareholders and Board of
Directors, and shall perform such other duties as are incident to his office or
as are assigned to him by the Board of Directors or the President.
Treasurer
Section 6.05. The Treasurer, who may also be the Chief Financial Officer
of the Corporation shall receive and have custody of all funds and securities of
the corporation, shall keep adequate and correct accounts of the corporation's
properties and business transactions, and shall perform such other duties as are
incident to his office or as are assigned to him by the Board of Directors or
the President.
ARTICLE VII
ISSUANCE AND TRANSFER OF SHARES
Certificates for Paid and Unpaid Shares
Section 7.01. Certificates for shares of the corporation shall be issued
when fully paid, and may be issued prior to full payment under such restrictions
as the Board of Directors may deem proper, provided, however, that any
certificate evidencing party paid shares shall state on its face the total
amount of consideration to be paid therefor and the amount paid thereon.
Share Certificates
Section 7.02. The certificates shall be in the form provided by the
Board of Directors and shall fully comply with the provisions of the Nevada
Revised Statutes. The certificates shall be signed by the President or a
Vice-President, and by the Secretary or any Assistant Secretary.
Replacement of Certificates
Section 7.03. No new certificates shall be issued until the former
certificate for the shares represented thereby shall have been surrendered and
canceled, except in the case of lost, stolen, or destroyed certificates for
which the Board of Directors may order new certificates to be issued upon such
terms, conditions, and guarantees as the Board of Directors may see fit to
impose, including the filing of sufficient indemnity.
Transfer of Shares
Section 7.04. Subject to any legends or restrictions imposed under the
Nevada Revised Statutes, the federal securities laws, the bylaws, and any
agreement between the corporation and the issues, the shares of the corporation
may be transferred by endorsement by the signature of the owner or his
authorized agent and the delivery of the certificate, but such transfer is not
valid, except as to the parties thereto, until entered upon the books of the
corporation so as to show the names of the parties by whom and to whom
transferred, the number of the certificate, and the number or designation of the
shares and the date of the transfer, and until the old certificates are
surrendered
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and canceled.
ARTICLE VIII
RECORDS AND REPORT
Inspection of Books and Records
Section 8.01. All books and records provided for by the Nevada Revised
Statutes shall be open to inspection of the directors and shareholders to the
extent expressly provided by the Nevada Revised Statutes, and not otherwise.
ARTICLE IX
AMENDMENT OF BYLAWS
Section 9.01. The Bylaws may be amended or repealed and new or
additional bylaws may be adopted, as follows:
(1) By the affirmative vote of a majority of the outstanding shares
entitled to vote; or
(2) Subject to such right of shareholders, by a majority vote of the
Board of Directors; provided, however, that after the issuance of shares a bylaw
specifying or changing the authorized number of directors may only be adopted by
the shareholders.
ARTICLE X
SEPARATENESS COVENANTS
Section 10.01. The Corporation agrees to abide by the following
separateness covenants as between itself and its affiliated entities:
(1) To observe all corporate formalities;
(2) To pay the salaries of its own employees and maintain a sufficient
number of employees in light of its contemplated business operations;
(3) Not to guarantee or become obligated for the debts of any other
entity or hold out its credit as being available to satisfy the obligations of
others;
(4) Not to acquire obligations or securities of its shareholders;
(5) Not to pledge its assets for the benefit of any other entity or make
any loans or advances to any entity; and
(6) To maintain adequate capital in light of its contemplated business
operations.
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THIS IS TO CERTIFY: That I am the duly elected, qualified and acting
Secretary of said corporation and that the foregoing Bylaws were adopted as set
forth herein on June ___, 2000.
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Secretary
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