NATIONAL CITY CORPORATION FIRST RESTATEMENT OF BY-LAWS Adopted April 27, 1987 (As Amended Through February 28, 2005) ARTICLE I OFFICES

 

Exhibit 3 (ii)

NATIONAL CITY CORPORATION

FIRST RESTATEMENT OF BY-LAWS

Adopted April 27, 1987

(As Amended Through February 28, 2005)

ARTICLE I

OFFICES

     Section 1.  The registered office shall be in the City of Wilmington, County of New Castle,State of Delaware.

     Section 2.  The Corporation may also have offices at such other places both within and withoutthe State of Delaware as the Board of Directors may from time to time determine or the business ofthe Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of the stockholders for the election of Directors shall be heldeither at the principal office of the Corporation or at such other place either within or withoutthe State of Delaware as shall be designated from time to time by the Board of Directors and statedin the notice of the meeting. Meetings of stockholders for any other purpose may be held at suchtime and place, within or without the State of Delaware, as shall be stated in the notice of themeeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual meetings of stockholders shall be held on the fourth Monday of April ineach year if not a legal holiday, and if a legal holiday, then on the next secular day following,at such time as shall be designated by the Board of Directors, or at such other date and time asshall be designated from time to time by the Board of Directors and stated in the notice of themeeting, which date shall be within fourteen months subsequent to the later of the date ofincorporation or the last annual meeting of stockholders, at which they shall elect by a pluralityvote a Board of Directors, and transact such other business as may properly be brought before themeeting.

     Section 3.  Special meetings of the stockholders, for any purpose or purposes, unlessotherwise prescribed by statute or by the Certificate of Incorporation, may be called by theChairman of the Board and shall be called by the Chairman of the Board or Secretary at the

 


 

request in writing of a majority of the Board of Directors, or at the request in writing ofstockholders owning a majority in amount of the entire capital stock of the Corporation issued andoutstanding and entitled to vote. Such request shall state the purpose or purposes of the proposedmeeting.

     Section 4.  Written notice of the annual and any special meeting stating the place, date andhour of the meeting and the purpose or purposes for which the meeting is called, shall be given notless than ten nor more than sixty days before the date of the meeting, to each stockholder entitledto vote at such meeting.

     Section 5.  The holders of not less than a majority of the stock issued and outstanding andentitled to vote thereat, present in person or represented by proxy, shall constitute a quorum atall meetings of the stockholders for the transaction of business except as otherwise provided bystatute or by the Certificate of Incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the stockholders, the stockholders entitled to vote thereat, presentin person or represented by proxy, shall have power to adjourn the meeting from time to time.

     Section 6.  When a quorum is present at any meeting, the vote of the holders of a majority ofthe stock having voting power present in person or represented by proxy shall decide any questionbrought before such meeting, unless the question is one upon which, by express provision of thestatutes or of the Certificate of Incorporation, a different vote is required in which case suchexpress provision shall govern and control the decision of such question.

     Section 7.  Unless otherwise provided in the Certificate of Incorporation, each stockholdershall at every meeting of the stockholders be entitled to one vote in person or by proxy for eachshare of the capital stock having voting power held by such stockholder, but no proxy shall bevoted on after three years from its date, unless the proxy provides for a longer period.

     Section 8.  Whenever the vote of stockholders at a meeting thereof is required or permitted tobe taken for or in connection with any corporate action, by any provision of the statutes, themeeting and vote of stockholders may be dispensed with if holders of outstanding stock having notless than the minimum number of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted shall consent inwriting to such corporate action being taken, which writing shall be filed with the minutes of theproceedings of the stockholders.

     Section 9.  (a) The Chairman of the Board, or such other officer of the Corporation designatedby a majority of the Board of Directors, will call meetings of the stockholders to order and willact as presiding officer thereof. Unless otherwise determined by the Board of Directors prior tothe meeting, the presiding officer of the meeting of the stockholders will determine the order ofbusiness and have the authority in his or her sole discretion to regulate the conduct of any suchmeeting, including, without limitation, by imposing restrictions on the persons (other thanstockholders of the Corporation or their duly appointed proxies) who may attend any suchstockholders’ meeting, by ascertaining whether any stockholder or his proxy may be excluded

2


 

from any meeting of the stockholders based upon any determination by the presiding officer, inhis sole discretion, that any such person has unduly disrupted or is likely to disrupt theproceedings thereat, and by determining the circumstances in which any person may make a statementor ask questions at any meeting of the stockholders.

     (b)  At an annual meeting of the stockholders, only such business will be conducted orconsidered as is properly brought before the meeting. To be properly brought before an annualmeeting, business must be (i) specified in the notice of meeting (or any supplement thereto) givenby or at the direction of the Board of Directors in accordance with Article II, Section 4, (ii)otherwise properly brought before the meeting by the presiding officer or by or at the direction ofa majority of the Board of Directors, or (iii) otherwise properly requested to be brought beforethe meeting by a stockholder of the Corporation in accordance with Article II, Section 9(c).

     (c)  For business to be properly requested to be brought before an annual meeting by astockholder, the stockholder must (i) be a stockholder of the Corporation of record at the time ofthe giving of the notice for such annual meeting provided for in these By-Laws, (ii) be entitled tovote at such meeting, and (iii) have given timely notice thereof in writing to the Secretary of theCorporation. To be timely, a stockholder’s notice must be delivered to or mailed and received atthe principal executive offices of the Corporation not less than 60 calendar days prior to theannual meeting; provided, however, that in the event public announcement of the date of the annualmeeting is not made at least 75 calendar days prior to the date of the annual meeting, notice bythe stockholder to be timely must be so received not later than the close of business on the 10thcalendar day following the day on which public announcement is first made of the date of the annualmeeting. A stockholder’s notice to the Secretary of the Corporation must set forth as to eachmatter the stockholder proposes to bring before the annual meeting (A) a description in reasonabledetail of the business desired to be brought before the annual meeting and the reasons forconducting such business at the annual meeting, (B) the name and address, as they appear on theCorporation’s books, of the stockholder proposing such business and the beneficial owner, if any,on whose behalf the proposal is made, (C) the class and number of shares of the Corporation thatare owned beneficially and of record by the stockholder proposing such business and by thebeneficial owner, if any, on whose behalf the proposal is made, and (D) any material interest ofsuch stockholder proposing such business and the beneficial owner, if any, on whose behalf theproposal is made in such business. Notwithstanding the foregoing provisions of this Article II,Section 9(c), a stockholder must also comply with all applicable requirements of the SecuritiesExchange Act of 1934, as amended, and the rules and regulations thereunder with respect to thematters set forth in this Article II, Section 9(c). For purposes of this Article II, Section 9(c)and Article III, Section 7, “public announcement” shall mean disclosure in a press release reportedby the Dow Jones News Service, Associated Press, or comparable national news service or in adocument filed by the Corporation with the Securities and Exchange Commission pursuant to Sections13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, and generally available to thepublic or furnished to stockholders by the Corporation. Nothing in this Article II, Section 9(c)shall be deemed to affect any rights of stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, asamended.

3


 

     (d)  At a special meeting of the stockholders, only such business may be conducted orconsidered as is properly brought before the meeting. To be properly brought before a specialmeeting, business must be (i) specified in the notice of the meeting (or any supplement thereto)given by or at the direction of the Chairman of the Board or a majority of the Board of Directorsin accordance with Article II, Section 4 or (ii) otherwise properly brought before the meeting bythe presiding officer or by or at the direction of a majority of the Board of Directors.

     (e)  The determination of whether any business sought to be brought before any annual orspecial meeting of the stockholders is properly brought before such meeting in accordance with thisArticle II, Section 9 will be made by the presiding officer of such meeting. If the presidingofficer determines that any business is not properly brought before such meeting, he or she will sodeclare to the meeting and any such business will not be conducted or considered.

ARTICLE III

DIRECTORS

     Section 1.  The number of Directors which shall constitute the whole Board shall be as may bedetermined from time to time by resolution of the Board of Directors or a committee of the Board ofDirectors. Except as otherwise provided in this Section I of Article III, the Directors shall beelected at the annual meeting of the stockholders, or if not so elected, at a special meeting ofthe stockholders called for that purpose, and each Director elected shall hold office until hissuccessor is duly elected and shall qualify. Directors shall have the qualifications prescribed bylaw as well as those set forth in this Article III and as determined from time to time by the Boardof Directors or a committee of the Board of Directors.

     No person shall be eligible for election as a Director, if such person on February 1 of theyear of election is past such person’s 68th birthday.

     Vacancies in the office of any Director due to death, resignation, disqualification, removalor other cause, and newly created directorships resulting from any increase in the authorizednumber of Directors may be filled by a majority of the Directors then in office, although less thana quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until thenext annual election of Directors and until their successors are duly elected and shall qualify.If there are no Directors in office, then an election of Directors may be held in the mannerprovided by statute.

     Section 2.  The business of the Corporation shall be managed by its Board of Directors whichmay exercise all such powers of the Corporation and do all such lawful acts and things as are notby any provision of the statutes or by the Certificate of Incorporation or by these By-Lawsdirected or required to be exercised or done by the stockholders.

4


 

     Section 3.  The Board of Directors of the Corporation may hold meetings, both regular andspecial, either within or without the State of Delaware, and regular meetings of the Board ofDirectors may be held without notice at such time and at such place as shall from time to time bedetermined by the Board.

     Section 4.  Special meetings of the Board may be called by the Chairman of the Board ontwenty-four hours’ notice to each Director, either personally or by mail or by telegram; specialmeetings shall be called by the Chairman of the Board or Secretary in like manner and on likenotice on the written request of two Directors.

     Section 5.  At all meetings of the Board of Directors, one-third of the total number of thewhole Board, but not less than two, shall constitute a quorum for the transaction of business andthe act of a majority of the Directors present at any meeting at which there is a quorum shall bethe act of the Board of Directors, except as may be otherwise specifically provided by statute orby the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Boardof Directors, the Directors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

     Section 6.  Any action required or permitted to be taken at any meeting of the Board ofDirectors may be taken without a meeting, if all members of the Board consent thereto in writing,and the writing or writings are filed with the minutes of proceedings of the Board.

     Section 7.  (a) Subject to the rights, if any, of the holders of any series of theCorporation’s Preferred Stock to elect additional Directors under circumstances specified in theCertificate of Designation relating to such Preferred Stock, only persons who are nominated inaccordance with the following procedures will be eligible for election at a meeting of stockholdersas Directors of the Corporation.

     (b)  Nominations of persons for election as Directors of the Corporation may be made (i) by orat the direction of the Board of Directors or (ii) by any stockholder who is a stockholder ofrecord at the time of giving of notice provided for in this Article III, Section 7, who is entitledto vote for the election of Directors at such meeting, and who complies with the procedures setforth in this Article III, Section 7. All nominations by stockholders must be made pursuant totimely notice in proper written form to the Secretary of the Corporation.

     (c)  To be timely, a stockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the Corporation not less than, 60 calendar days prior to the meetingof stockholders; provided, however, that in the event that public announcement of the date of suchmeeting is not made at least 75 calendar days prior to the date of such meeting, notice by thestockholder to be timely must be so received not later than the close of business on the 10thcalendar day following the day on which public announcement is first made of the date of suchmeeting. To be in proper written form, such stockholder’s notice must set forth or include (i) thename and address, as they appear on the Corporation’s books, of the stockholder giving the noticeand of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representationthat the stockholder giving the notice is a holder of record of shares of stock

5


 

of the Corporation entitled to vote at such meeting and intends to appear in person or byproxy at such meeting to nominate the person or persons specified in the notice; (iii) the classand number of shares of stock of the Corporation owned beneficially and of record by thestockholder giving the notice and by the beneficial owner, if any, on whose behalf the nominationis made; (iv) a description of all arrangements or understandings between or among any of (A) thestockholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C)each nominee, and (D) any other person or persons (naming such person or persons) pursuant to whichthe nomination or nominations are to be made by the stockholder giving the notice; (v) such otherinformation regarding each nominee proposed by the stockholder giving the notice as would berequired to be included in a proxy statement filed pursuant to the proxy rules of the Securitiesand Exchange Commission had the nominee been nominated, or intended to be nominated, by the Boardof Directors; and (vi) the signed consent of each nominee to serve as a Director of the Corporationif so elected. At the request of the Board of Directors, any person nominated by the Board ofDirectors for election as a Director must furnish to the Secretary of the Corporation thatinformation required to be set forth in a stockholder’s notice of nomination which pertains to thenominee. The presiding officer of any meeting of stockholders will, if the facts warrant,determine that a nomination was not made in accordance with the procedures prescribed by thisArticle III, Section 7, and if he or she should so determine, he or she will so declare to themeeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisionsof this Article III, Section 7, a stockholder must also comply with all applicable requirements ofthe Securities Exchange Act of 1934, as amended, and the rules and regulations promulgatedthereunder with respect to the matters set forth in this Article III, Section 7.

ARTICLE IV

NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the Certificate ofIncorporation or of these By-Laws, notice is required to be given to any Director or stockholder,it shall not be construed to mean personal notice, except as provided in Article III, Section 4,but such notice may be given in writing, by mail, addressed to such Director or stockholder, at hisaddress as it appears on the records of the Corporation, with postage thereon prepaid, and suchnotice shall be deemed to be given at the time when the same shall be deposited in the UnitedStates mail. Notice to Directors may also be given by telegram.

     Section 2.  Whenever any notice is required to be given under the provisions of the statutesor of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed bythe person or persons entitled to said notice, whether before or after the time stated therein,shall be deemed equivalent thereto.

6


 

ARTICLE V

OFFICERS

     Section 1.  The officers of the Corporation shall be elected by the Board of Directors andshall be a Chairman of the Board, a President, a Vice-President, a Secretary and a Treasurer. TheBoard of Directors may also elect such other officers as it may from time to time determine. Anynumber of offices may be held by the same person.

     Section 2.  The officers of the Corporation shall hold office until their successors arechosen and qualify. Any officer elected or appointed by the Board of Directors may be removed atany time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring inany office of the Corporation shall be filled by the Board of Directors, provided, however, that afailure to elect officers shall not dissolve or otherwise affect the Corporation.

     Section 3.  The officers of the Corporation shall have such authority and shall perform suchduties as are customarily incident to their respective offices, or as may be specified from time totime by the Directors regardless of whether such authority and duties are customarily incident tosuch office.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

     Section 1.  Each person who is or was:

     (a) a Director, officer or employee of the Corporation or of any subsidiary of theCorporation, or

     (b)  serving at the request of the Corporation as a Director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,who has been made aparty to, or is threatened to be made a party to, or has been required to appear as a witness ordeponent or to submit to discovery or investigative procedures in connection with, any threatened,pending or completed suit, action or proceeding, whether civil, criminal, administrative orinvestigative, including all appeals, by reason of the fact he is or was serving in his capacity assuch Director, officer, employee or agent (including the heirs, executors, administrators or estateof such person), shall be indemnified by the Corporation to the full extent permitted by the law ofthe State of Delaware against any liability, cost or expense incurred by him thereby.

     Section 2.  The amount of any indemnification to which any person shall otherwise be entitledhereunder shall be reduced to the extent that such person shall otherwise be entitled to valid andcollectible indemnification provided by a subsidiary or any other source. The Corporation may, butshall not be obligated to, purchase and maintain insurance, at its expense, to protect itself andany Director, officer, employee, or agent against any liability, cost or expense

7


 

asserted against or incurred by him, or arising out of his status as such, whether or not suchperson would be entitled to indemnification against such liability under the provisions of thisArticle VI.

     Section 3.  Expenses incurred by any Director, officer or employee indemnified hereunder shallbe paid by the Corporation in advance of the final disposition of such suit, action or proceedingupon receipt of a sworn statement and undertaking by such person averring that he has reasonablyincurred or will reasonably incur actual expenses in defending an actual civil or criminal suit,action or proceeding in his capacity as such Director, officer or employee, or arising out of hisstatus as such Director, officer or employee, and that he undertakes to repay such amount if itshall ultimately be determined that he is not entitled to be indemnified by the Corporation asauthorized in this Article.

     Section 4.  For purposes of this Article VI, references to the “Corporation” include allconstituents absorbed in a consolidation or merger as well as the resulting or survivingcorporation, and references to a “subsidiary” mean any corporation of which outstanding sharesrepresenting at least a majority of the voting power are owned by the Corporation either directlyor through other subsidiaries, except for those subsidiaries specifically excluded by the Board ofDirectors of the Corporation in a resolution adopted for that purpose as a subsidiary not coveredby this Article.

     Section 5.  If any part of this Article shall be found, in any suit, action or proceeding, tobe invalid or ineffective the validity and the effect of the remaining parts shall not be affectedthereby.

ARTICLE VII

CERTIFICATES FOR STOCK

     Section 1.  Every holder of stock in the Corporation shall be entitled to have a certificateor certificates signed by, or in the name of the Corporation by the Chairman of the Board orPresident and the Secretary or Assistant Secretary of the Corporation, certifying the number ofshares owned by him in the Corporation.

     Section 2.  Upon surrender to the Corporation or the transfer agent of the Corporation of acertificate for shares duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Corporation to issue a new certificate to theperson entitled thereto, cancel the old certificate and record the transaction upon its books.

8


 

ARTICLE VIII

GENERAL PROVISIONS

     Section 1.  Dividends upon the capital stock of the Corporation, subject to the provisions ofthe Certificate of Incorporation, if any, may be declared by the Board of Directors at any regularor special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares ofcapital stock, subject to the provisions of the Certificate of Incorporation.

     Section 2.  The Board of Directors shall present at each annual meeting, and at any specialmeeting of the stockholders when called for by vote of the stockholders, a full and clear statementof the business and condition of the Corporation.

     Section 3.  All checks or demands for money and notes of the Corporation shall be signed bysuch officer or officers or such other person or persons as the Board of Directors may from time totime designate.

     Section 4.  The fiscal year of the Corporation shall conform to the calendar year.

ARTICLE IX

AMENDMENTS

     Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted bya majority vote of the members of the Board of Directors at any regular or special meeting dulyconvened after notice to the Directors of that purpose, or by the stockholders at any regularmeeting of the stockholders or at any special meeting of the stockholders if notice of suchalteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such specialmeeting.

9