AMENDED AND RESTATED
BY-LAWS
INTERNATIONAL LEASE FINANCE
CORPORATION
Section 1.1
Annual Meetings . An annual meeting of shareholders shall be
held for the election of directors at such date, time and place
either within or without the State of California designated by the
Board of Directors. Any other proper business may be transacted at
the annual meeting.
Section 1.2
Special Meetings . Special meetings of shareholders may be
called at any time by the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, the President or the Board of
Directors, or by shareholders who together own of record ten
percent or more of the shares entitled to vote at that meeting,
such meeting to be held at such date, time and place either within
or without the State of California as may be stated in the notice
of the meeting.
Section 1.3
Notice of Meetings . Whenever shareholders are required or
permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour
of the meeting, and (i) in the case of a special meeting, the
purpose or purposes for which the meeting is called or (ii) in
the case of the annual meeting, those matters which the Board, at
the time notice is given, intends to present for action, including,
for any meeting at which directors are to be elected, a list of
those nominees intended, at the time of notice, to be presented by
the Board for election.
The notice shall
also include the general nature of any proposal to
approve:
(i) A
transaction in which a director has a material financial interest
under Section 310 of the California Corporations Code (the
“Code”);
(ii) An
amendment to the articles of incorporation under Section 902
of the Code;
(iii) A
reorganization under Section 1201 of the Code;
(iv) A
voluntary dissolution under Section 1900 of the Code;
or
(v) A
distribution requiring shareholder approval under Section 2007
of the Code.
1
Unless otherwise
provided by law, the written notice of any meeting shall be given
not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the
shareholder at such shareholder’s address as it appears on
the books of the corporation, or if no such address appears or is
given, at the place where the principal executive office of the
corporation is located, or by publication at least once in a
newspaper of general circulation in the county in which the
principal executive office of the corporation is
located.
Section 1.4
Adjournments . Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or
some other place, and notice need not be given of any such
adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for
more than 45 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to
vote at the meeting.
Section 1.5
Quorum . At each meeting of shareholders, except where
otherwise provided by law or the articles of incorporation or these
by-laws, the holders of a majority of the outstanding shares of
each class of stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum. For
purposes of the foregoing, two or more classes or series of stock
shall be considered a single class if the holders thereof are
entitled to vote together as a single class at the meeting. The
shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum, provided that any action taken (other
than adjournment) is approved by at least a majority of the shares
required to constitute a quorum. In the absence of a quorum the
shareholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided by Section 1.4 of
these by-laws until a quorum shall attend.
Section 1.6
Organization . Meetings of shareholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or
in the absence of the Vice Chairman of the Board by the President,
or in the absence of the President by a Vice President, or in the
absence of the foregoing persons by a chairman designated by the
Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary, or in the absence of
the Secretary, an Assistant Secretary, shall act as secretary of
the meeting, or in their absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 1.7
Voting; Proxies . Unless otherwise provided in the articles
of incorporation, each shareholder entitled to vote at any meeting
of shareholders shall be entitled to one vote for each share of
stock held by such shareholder which has voting power upon the
matter in question. Each shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or
persons to act for such shareholder by proxy, but no such proxy
shall be voted or acted upon after 11 months from its date, unless
the proxy provides for a longer period. A duly executed
2
proxy shall be
irrevocable if it states that it is irrevocable, subject to the
provisions of Sections 705(e) and 705(f) of the California
Corporations Code. A shareholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by
delivering an instrument in writing revoking the proxy or by
delivering another duly executed proxy bearing a later date with
the Secretary of the Corporation.
Directors shall,
except as otherwise required by law or by the articles of
incorporation, be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote
in the election. With respect to other matters, unless otherwise
provided by law or by the articles of incorporation or these
by-laws, the affirmative vote of the holders of a majority of the
shares of all classes of stock present in person or represented by
proxy at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, provided that (except as
otherwise required by law or by the articles of incorporation) the
Board of Directors may require a larger vote upon any such matter.
Where a separate vote by class is required, the affirmative vote of
the holders of a majority of the shares of each class present in
person or represented by proxy at the meeting shall be the act of
such class, except as otherwise provided by law or by the articles
of incorporation or these by-laws.
Section 1.8
Inspectors . Voting at meetings of shareholders need not be
conducted by inspectors unless a shareholder present in person or
by proxy and entitled to vote at such meeting so requests. The
Board of Directors, in advance of any shareholders’ meeting,
may appoint inspectors to act at the meeting or any adjournment
thereof. The number of inspectors shall either be one or three. If
inspectors are not so appointed or if any persons so appointed fail
to appear or refuse to act, the chairman of any shareholders’
meeting may, and on the request of any shareholder or
shareholder’s proxy entitled to vote thereat shall, appoint
inspectors of election at the meeting.
If appointed at a
meeting on the request of one or more shareholders or proxies, the
majority of the shares entitled to vote at that meeting shall
determine whether one or three inspectors are to be appointed. Each
inspector, 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
shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence
of a quorum and the authenticity, 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 shareholders. On request of
the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a
certificate of any fact found by them.
Section 1.9
Fixing Date for Determination of Shareholders of Record . In
order that the Corporation may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders 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
3
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 of Directors may fix, in advance, a
record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days
prior to any other action. If no record date is fixed: (1) the
record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders 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; (2) the
record date for determining shareholders 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 (3) the record
date for determining shareholders 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 shareholders of
record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless
the Board fixes a new record date for the adjourned meeting.
However, the Board shall fix a new record date if the adjournment
is to a date more than 45 days after the date set for the
original meeting.
Section 1.10
List of Shareholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in
the name of each shareholder. Such list shall be open to the
examination of any shareholder, 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 also be produced
and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is
present.
Section 1.11
Consent of Shareholders in Lieu of Meeting . Unless
otherwise provided in the articles of incorporation, any action
required by law to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken
at any annual or special meeting of such shareholders, 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 shares 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. Notice of any shareholder approval
pursuant to Sections 310, 317, 1201 or 2007 of the California
Corporations Code without a meeting by less than unanimous written
consent shall be given at least 10 days before the
consummation of the action authorized by such approval. Prompt
notice in the form prescribed in Section 1.3 of this
Article I shall be given of the taking of any other corporate
action without a meeting by less than unanimous written consent to
those shareholders who have not consented in writing.
4
Section 2.1
Powers; Number; Qualifications . The business and affairs of
the Corporation shall be managed by or under the direction of the
Board of Directors, except as otherwise provided in these by-laws
or in the articles of incorporation. The Board shall consist of
eleven members. The number of directors may be changed only by a
duly adopted amendment to the articles of incorporation or by an
amendment to this by-law approved by a majority of the outstanding
shares entitled to vote. Directors need not be
shareholders.
Section 2.2
Election; Term of Office; Resignation; Removal; Vacancies .
Each director shall hold office until the annual meeting of
shareholders next succeeding his or her election and until his or
her successor is elected and qualified or until his or her earlier
resignation or removal. Any director may resign at any time upon
written notice to the Board of Directors or to the President or the
Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein
no acceptance of such resignation shall be necessary to make it
effective. Any director or the entire Board of Directors may be
removed without cause by the holders of a majority of the shares
then entitled to vote at an election of directors; except that, no
director may be removed without cause if the votes cast against his
or her removal or not consenting in writing to such removal would
be sufficient to elect such director if voted cumulatively at an
election of the entire Board at which the same total number of
votes were cast (or if action is taken by written consent, all
shares entitled to vote were voted). Directors may also be removed
pursuant to or by court order under Sections 302 or 304 of the
California Corporations Code.
A vacancy in the
Board of Directors shall be deemed to exist (a) if a director
dies, resigns, or is removed by the shareholders or an appropriate
court, as provided in Sections 303 or 304 of the California
Corporations Code; (b) if the Board of Directors declares
vacant the office of a director who has been convicted of a felony
or declared of unsound mind by an order of court; (c) if the
author
|
