EXHIBIT 3B
CHRYSLER FINANCIAL COMPANY L.L.C.
OPERATING AGREEMENT
The undersigned, Chrysler Financial Corporation, a Michigan
corporation (the "Member"), hereby adopts this Operating Agreement (this
"Agreement") as of the 1st day of July, 1998, in connection with the
formation of Chrysler Financial Company L.L.C., a limited liability company
(the "Company"). Definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms.
WHEREAS, the Member has caused the Company to be formed by the
filing of Articles of Organization with the State of Michigan on July 1, 1998
and desires to provide certain terms for the governance of the Company and
the conduct of its business.
NOW, THEREFORE, the Member declares as follows:
I. FORMATION OF THE COMPANY
1.1 Name and Formation. The name of the Company is Chrysler
Financial Company L.L.C. The Company is a limited liability company organized
under the Michigan Limited Liability Company Act (the "Act"). The Company is
a separate legal entity. The Company and all ownership interests in the
Company will be governed by this Agreement and, except as modified by this
Agreement, by the Act.
1.2 Membership Interest. The ownership interest will be designated
as the "Membership Interest." A Membership Interest is personal property and
the owner of a Membership Interest has no interest in specific property of
the Company. See Section 5.1 of this Agreement with respect to the
transferability of Member Interest. In the event of a sale, pledge,
assignment, or other transfer permitted by Section 5.1, references in this
Agreement to the Member shall thereafter be references to the succeeding
owner of the Membership Interest.
1.3 Offices. The address of the registered office and the name and
address of the agent for service of process is CT Corporation, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The address of the Company is
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may have such
offices or places of business as the Member may designate or as the business
of the Company may from time to time require. The principal office,
registered office and the registered agent may be changed from time to time
by written action of the Member.
1.4 Term of the Company. The Company will have perpetual
existence, unless sooner terminated in accordance with the provisions of this
Agreement.
1.5 Business Purpose. The Company is organized for the purpose of
engaging in any lawful act or activity for which limited liability companies
may be organized under the Act. Except as otherwise provided in the Act or by
other applicable law, the Company will have the power to do all things
necessary or convenient to effect any or all of its business purposes.
1.6 Tax Classification. It is the Member's express intention that,
in accordance with Treasury Regulation ss.301.7701-3(b)(1)(ii) (and any
successor provision), as well as the corresponding provisions of applicable
state tax law, the Company will be disregarded as an entity separate from the
Member for all income and franchise tax purposes. Accordingly, all of the
Company's items of income gain, deduction, loss and credit shall be included
directly in the federal (and applicable state) income and franchise tax
returns of the Member as if the Company were a branch or division of the
Member. No election shall be made that would terminate the Company's status
as a disregarded entity (for example, causing it to become an association
taxable as a corporation within the meaning of Treasury Regulation
ss.301.7701-2 (b)(2)), and any action that would terminate the Company's
status as a disregarded entity (for example, the transfer or issuance of a
Membership Interest that results in the Company having more than one member)
shall be null and void.
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II. CAPITAL CONTRIBUTIONS
2.1 Initial Capital Contribution. As of the date hereof, the
Member will be credited with making an initial contribution to the capital of
the Company in the amount of cash or other property reflected on the
Company's books and records (the "Initial Capital Contribution").
2.2 Additional Capital Contributions. Additional contributions to
the capital of the Company (the "Additional Capital Contributions") may be
made at such times and in such amounts as the Member may decide from time to
time.
2.3 Advances from the Member. Any advance other than the Initial
Capital Contribution or Additional Capital Contributions made by the Member
to the Company will not be deemed a capital contribution to, or be reflected
on the balance of, any capital account of the Company. The amount of any such
advance will be a debt due from the Company to the Member and, except as
otherwise expressly provided in this Agreement, will be repaid as soon as
practicable to the Member.
2.4 No Interest. No interest will be paid by the Company on (a)
any capital contribution, or (b) unless otherwise agreed to by the Member, on
any advance to the Company from the Member.
III. MANAGEMENT AND OPERATIONS
3.1 Management by the Member. All management powers over the
business and affairs of the Company will be vested in one or more managers
who shall be elected by the Member (the "Managers"). The Managers will have
no economic interest in the Company. The Managers will conduct, direct, and
exercise full control over all activities of the Company. Managers will be
appointed annually by the Member and their term of appointment shall be for
one year unless reappointed by the Member or replaced by the Member in the
interim.
3.2 Officers. The Managers, by written resolution, may designate
such officers ("Officers") of the Company as they deem necessary or proper in
the conduct of the affairs of the Company, delegating to such Officers the
titles, duties, responsibilities, and authorities reflected in such
resolutions. The Officers so designated may be elected or removed by the
Managers. At all times, the actions of the Officers will be subject to the
review, delegation, redetermination, direction,
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and control of the Managers. Officers will be appointed annually by the
Managers and their term of appointment shall be for the year unless
reappointed by the Managers or replaced by the Managers in the interim.
3.3 Committees. The Managers, by written resolution, may designate
one or more committees (a "Committee") consisting of one or more Managers. A
Committee will have and exercise powers to the extent provided in the
applicable resolution. Except as may be otherwise provided in a resolution
adopted by the Managers, a majority of the members of a Committee will
constitute a quorum and the majority vote of the Committee members at a
meeting at which a quorum is present will be the act of the Committee. A
Committee will keep minutes of its meetings and will remain an active
Committee consisting of the appointed members thereof until otherwise
directed or reconstituted by written resolution of the Managers.
3.4 Action by the Member, Managers, or Committee. Any action
required to, or which may, be taken by the Member, Managers, or Committee may
be taken without a meeting by consent thereto in writing, setting forth the
action so taken, and unanimously signed by the Member, Managers, or the
Committee.
3.5 Indemnity.
3.5.1 Indemnity of the Member and Managers. To the fullest
extent permitted by the Act, the Company, to the extent of its assets legally
available for that purpose, will indemnify and hold harmless each person who
is or was a Manager, Officer, Committee member, employee, the Member, or who
serves or may have served at the Company's request as a member, director,
manager, officer, or employee of any company or corporation that the Company
owns directly or indirectly, and the Member's respective shareholders,
directors, officers, agents, affiliates and professional or other advisors
(collectively, the "Indemnified Persons") from and against any and all loss,
cost, damage, expense (including, without limitation, fees and expenses of
attorneys and other advisors and any court costs incurred by any Indemnified
Person) or liability by reason of anything any Indemnified Person does or
refrains from doing for, or in connection with the business or affairs of,
the Company and its subsidiaries and affiliates, except to the extent that it
is finally judicially determined by a court of competent jurisdiction that
the loss, cost, damage, expense or liability resulted primarily from the
Indemnified Person's negligence, misconduct in the performance of his or her
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duty, or willful breach of a material provision of this Agreement which in
any event causes actual material damage to the Company. The Company may pay
in advance or reimburse reasonable expenses (including advancing the
reasonable cost of defense) incurred by an Indemnified Persons who is, or is
threatened to be, named or made a defendant or a respondent in a proceeding
concerning the business and affairs of the Company.
3.5.2 Insurance. The Company may purchase and maintain
insurance on behalf of the Indemnified Persons against any liability or
expense asserted against or incurred by them in any capacity or arising out
of their status as Indemnified Persons, whether or not the Company could
under this Agreement indemnify them against liability.
3.5.3 Future Laws. To the extent future enactments or judicial
decisions permit an expansion of the rights of indemnification afforded to
the Indemnified Persons by the Company, then it is the Member's express
intention and agreement that this Section 3.5 immediately and automatically
will be deemed to be amended so as to permit and authorize the
indemnification of the Indemnified Persons by the Company to the maximum
extent permitted by law.
3.6 Limitations on Indemnity.
3.6.1 Additional Indemnity. The Company, at the discretion of
the Member, may indemnify any of the Indemnified Persons for any loss, cost,
damage, expense, or liability for which the Indemnified Persons would not be
entitled to mandatory indemnification under Section 3.5.
3.6.2 Waiver of Indemnity Rights. Indemnified Persons may
waive the benefits of indemnification under Section 3.5, but only by an
instrument in writing executed by such Indemnified Person.
3.6.3 Certain Related Rights. The rights to indemnification
under Section 3.5 do not in any way limit, and are not exclusive of, other
rights which any Indemnified Person may otherwise have at law or in equity,
including without limitation common law rights to indemnification or
contribution. Nothing in Section 3.5 or this Section 3.6 will affect the
rights or obligations of any Indemnified Person (or the limitations on those
rights or obligations) under any other agreement or instrument to which that
Indemnified Person is a party.
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3.7 Company Liabilities. All of the liabilities of the Company,
including without limitation indemnity obligations under Section 3.5, will be
liabilities of the Company as an entity and will be paid or satisfied from
the assets of the Company only. No liability of the Company will be payable
in whole or in part by the Member in its capacity as a Member or by any
manager, shareholder, director, officer, agent, affiliate, employee, or
advisor of the Member or any of its subsidiaries or affiliates.
IV. DISTRIBUTIONS
4.1 Distribution. Distributions may be made from time to time as
the Member may decide after the Member has established such reserves for
anticipated Company needs (taking into account existing and potential
liabilities and obligations of the Company) as the Member deems reasonable,
provided, that such distributions may be made only if, after the
distribution, the assets of the Company will not be less than all liabilities
of the Company, excluding liabilities to the Member on account of its Initial
and Additional Capital Contributions.
4.2 Reimbursements. All of the Company's expenses will be billed
directly to and paid by the Company. The Company is specifically authorized
to make reimbursements to the Member should the Member provide, at market
rates, goods, materials, or services used for or by the Company.
V. TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
5.1 Assignment and Transfer of Membership Interest. The Membership
Interest cannot be sold, assigned, pledged or otherwise transferred (each a
"Transfer") to any other Person except upon a merger of the Member into the
Company where the Member is a corporation (a "Merger"). In the event of a
Merger, the shareholder of the Member shall become the owner of the
Membership Interest, references in this Agreement to the Member shall
thereafter be references to the shareholder, and the shareholder may not
Transfer the Membership Interest.
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5.2 Records of the Company; Void Transfers. The Company will not
transfer any Membership Interest on its books. Any purported Transfer of a
Membership Interest that is not in compliance with the terms and conditions
of this Agreement is null and void, and the transferee under any purported
Transfer will acquire not title or ownership thereby.
5.3 Withdrawal. The Member may resign from the Company, effect a
partial or complete withdrawal from the Company, or effect a voluntary
dissolution or voluntary bankruptcy of the Company.
5.4 Only One Member. It is the intent of the Company that there
shall only be one Member and only one Membership Interest at any time.
VI. DISSOLUTION AND LIQUIDATION
6.1 Dissolution. This Agreement will terminate, and the Company
will be dissolved, upon the written agreement of the Member. The dissolution
or bankruptcy of the Member will not affect the status of the Company.
6.2 Certificate of Dissolution. In accordance with the Act, as
soon as possible following the occurrence of the actions specified in Section
6.1 effecting the dissolution of the Company, the Member will cause to be
executed and filed a Certificate of Dissolution to dissolve the Company in
such form as is prescribed by the Act.
6.3 Procedures.
6.3.1 Liquidation of Assets. In the event of the dissolution
of the Company, the Member or the person required by law to wind up the
Company's affairs (the Member or such other person being referred to in this
Agreement as the "Liquidating Agent") will commence to wind up the affairs of
the Company and liquidate its assets as promptly as is consistent with
obtaining the fair value thereof. In connection with any such winding up and
liquidation, a financial statement of the Company as of the date of
dissolution will be prepared and furnished to the Member by the Liquidating
Agent.
6.3.2 Authority of Liquidating Agent. In connection with the
winding up and dissolution of the Company, the Liquidating Agent will have
all of the rights and powers
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with respect to the assets and liabilities of the Company that a Member or a
Manager would have pursuant to the Act or any other applicable law.
6.3.3 Distribution of Assets. Following the payment of, or
provision for, all debts and liabilities of the Company and all expenses of
liquidation, and subject to the right of the Liquidating Agent to set up such
cash reserves as the Liquidating Agent may deem reasonably necessary for any
contingent or unforeseen liabilities or obligations of the Company, the
proceeds of the liquidation and any other funds (or other remaining assets)
of the Company will be distributed in cash to the Member.
6.4 Termination of the Company. Upon the completion of the
liquidation of the Company and the distribution of all Company funds and
other assets, the Company and this Agreement will terminate and the
Liquidating Agent will have the authority to take or cause to be taken such
actions as are necessary or reasonable in order to obtain a certificate of
dissolution of the Company as well as any and all other documents required by
the Act or any other applicable law to effectuate the dissolution and
termination of the Company.
VII. FISCAL AND ADMINISTRATIVE MATTERS
7.1 Fiscal Year. The fiscal year of the Company will be the
calendar year unless otherwise determined by the Member.
7.2 Deposit. All funds of the Company will be deposited from time
to time to the credit of the Company in such banks, trust companies, or other
depositories as the Managers or Officers may select.
7.3 Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued
in the name of the Company, will be signed by an Officer or any other person
selected by the Managers.
7.4 Books and Records. The Company will keep or cause to be kept
accurate and complete minutes and records of the meetings or consents in lieu
of meeting of the Member and the Managers and books and records of account of
the Company, which will be kept at the principal place of business of the
Company or at such other places as the Managers will from time to time
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determine. The Member will have the right to examine at any reasonable time
or times for any purpose, the minutes and records of the Managers and the
books and records of account of the Company, and to make copies thereof.
VIII. AMENDMENTS
8.1 Amendments. The Member may at any time and without limitation,
vary, modify, or change this Agreement by, and only by, a written amendment
duly adopted by the Member.
IN WITNESS WHEREOF, this Agreement has been adopted as of the day
and year first above written.
CHRYSLER FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Secretary
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