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8-K - FORM 8-K - GATX CORP | c65599e8vk.htm |
EX-99.1 - EX-99.1 - GATX CORP | c65599exv99w1.htm |
Exhibit 3.1
AMENDED AND RESTATED
BY-LAWS OF
GATX CORPORATION
BY-LAWS OF
GATX CORPORATION
July 22, 2011
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. Place of Meeting. Every meeting of the shareholders of GATX Corporation
(hereinafter called the Corporation) shall be held at the principal office of the
Corporation in the State of New York, or at such other place in or out of said State as shall be
specified in the notice of such meeting or waiver of such notice.
Section 2. Annual Meetings. The annual meeting of the shareholders shall be held at the hour
specified in the notice of such meeting, or waiver of such notice, on the fourth Friday of April in
each year (or if that day shall be a legal holiday, then on the next succeeding business day) or on
such other date as the Board of Directors of the Corporation (hereinafter called the
Board) may determine for the election of directors and for the transaction of such other
business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders may, unless otherwise
provided by law, be called by the Chairman of the Board or the President of the Corporation, or by
a majority of the Board.
Section 4. Notice of Meetings. Notice of the time and place of each meeting of the
shareholders and of the purpose or purposes for which the meeting is called shall be given in the
name of the President, an Executive Vice President, a Senior Vice President, the Secretary or an
Assistant Secretary of the Corporation. Such notice may be written or electronic and, unless
otherwise provided by law, shall be duly delivered or transmitted to each shareholder entitled to
vote at the meeting not less than ten (10) nor more than sixty (60) days before the meeting. If
mailed, such notice (a) shall be directed to the shareholder at his address as it appears on the
stock book, unless he shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other place, in which case it shall be mailed to the
address designated in such request and (b) shall be deemed given when deposited in the United
States mail, postage prepaid. If transmitted electronically, such notice shall be given when
directed to the shareholder at his electronic address supplied by the shareholder to the Secretary
of the Corporation or as otherwise directed pursuant to the shareholders authorization or
direction. No notice need be given of any adjourned meeting, except when expressly required by law.
Section 5. Quorum. Unless otherwise provided by law or in the Certificate of Incorporation of
the Corporation as amended (hereinafter called the Certificate of Incorporation), the
presence of the holders of record, in person or represented by proxy, of a majority of the shares
of stock entitled to be voted thereat shall be necessary to constitute a quorum for the transaction
of business at any meeting of shareholders. In the absence of a quorum at any such meeting or any
adjournment or adjournments thereof, a majority in voting interest of those present in person or
represented by proxy, or in the absence therefrom of all the shareholders, any officer entitled to
preside at, or to act as secretary of, such meeting, may adjourn such meeting from time to time
until a quorum is present thereat. At any adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as originally called.
Section 6. Organization. At each meeting of the shareholders, the Chairman of the Board, the
President, an Executive Vice President or a Senior Vice President designated for the purpose by the
Chairman of the Board (with priority in the order named), or in the absence of said officers, a
chairman chosen by a majority vote of the shareholders present in person or represented by proxy
and entitled to vote thereat, shall act as chairman. The Secretary shall act as secretary at each
meeting of the
shareholders, or in his absence the chairman of the meeting may appoint any person present to act
as secretary of the meeting.
Section 7. Order of Business. The order of business at all meetings of the shareholders shall
be determined by the chairman of the meeting.
Section 8. Voting. Unless otherwise provided by law or in the Certificate of Incorporation,
each holder of record of shares of stock of the Corporation entitled to vote at any meeting of
shareholders shall, in all matters, be entitled to one vote for each share of stock owned by him.
Shareholders may vote either in person or by proxy. Unless otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, the majority of the votes cast shall prevail on all
matters submitted to vote at any meeting of the shareholders. Unless so directed by the chairman of
the meeting, the vote at such meeting need not be by ballot, except that all elections of directors
by shareholders shall be by ballot. At the direction of such chairman that a vote by ballot be
taken on any question, such vote shall be taken. On a vote by ballot each ballot shall be signed by
the shareholder voting, or by his proxy as such if there be such proxy. Unless otherwise provided
by law or by these By-Laws all voting may be via voce.
Section 9. Inspectors of Election. At each meeting of the shareholders, one or more inspectors
of election shall be appointed in accordance with applicable law to act thereat. No director or
candidate for the office of director shall act as an inspector of election in any election of
directors. Each inspector of election so appointed, before entering upon the discharge of his
duties, shall be sworn faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability, and the oath so taken shall be subscribed by
such inspectors. Such inspectors of election, after the voting on any question, shall make a
certificate of the result of the vote taken. Inspectors need not be shareholders.
Section 10. Record Date. The Board may fix a day and hour not more than sixty (60) nor less
than ten (10) days prior to the day and hour then fixed for the holding of any meeting of
shareholders as the time as of which shareholders entitled to notice of and to vote at such meeting
shall be determined, and all persons who were holders of record of voting stock at such time and no
others shall be entitled to notice of and to vote at such meeting.
Section 11. Advance Notification of Shareholder Nominations for Directors and Other Proposals.
(a) Nominations of persons for election to the Board and the proposal of other business to be
considered by the shareholders may be made at an annual meeting of shareholders only (i) if brought
before the meeting by the Corporation and specified in the Corporations notice of meeting
delivered pursuant to Section 4 of this Article I, (ii) if brought before the meeting by or at the
direction of the Board, or (iii) if brought before the meeting by a shareholder of the Corporation
who (A) was a shareholder of record (and, with respect to any beneficial owner, if different, on
whose behalf any nomination or proposal is made, only if such beneficial owner was the beneficial
owner of shares of capital stock of the Corporation) both at the time of giving of notice provided
for in this Section 11 of this Article I, and at the time of the meeting, (B) is entitled to vote
at the meeting, and (C) has complied with this Section 11 of this Article I as to such nominations
or other business. Except for proposals properly made in accordance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so
amended and inclusive of such rules and regulations, the Exchange Act), and included in
the notice of meeting given by or at the direction of the Board, the foregoing clause (iii) shall
be the exclusive means for a shareholder to propose business to be considered or to propose any
nominations of persons for election to the Board at an annual meeting of the shareholders. Without
qualification, for any nominations of persons for election to the Board or other business to be
properly brought before an annual meeting by a shareholder, in each case, pursuant to the foregoing
clause (iii), the shareholder must (x) have given timely notice thereof in writing and in proper
form to the Secretary of the Corporation and (y) provide any updates or supplements to such notice
at the times and in the forms required by paragraph (d) of Section 11 of this Article I. To be
timely, a shareholders notice shall be delivered to, or mailed and received by, the Secretary of
the Corporation at the principal executive offices of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the one-year anniversary of the prior
years annual meeting of the Corporation; provided, however, that in the event the date of the
annual meeting is advanced by more than thirty (30) days, or delayed by more
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than sixty (60) days, from such anniversary date, notice by the shareholder, to be timely, must be
so delivered, or mailed and received, not later than the close of business on the later of the
ninetieth (90th) day prior to such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of such annual meeting is first made by
the Corporation. In no event shall any adjournment or the announcement thereof commence a new time
period (or extend any time period) for the giving of a shareholders notice as described above.
(b) For purposes of this Section 11 of this Article I, the term Proposing Person
means (i) the shareholder providing the notice of a proposed nomination or other business proposed
to be brought before a meeting, (ii) the beneficial owner or beneficial owners, if different, on
whose behalf the proposed nomination or other business proposed to be brought before a meeting is
made, and (iii) any affiliate or associate (for purposes of these By-Laws, each within the meaning
of Rule 12b-2 promulgated under the Exchange Act) of such shareholder or beneficial owner. To be
in proper form, a shareholders notice (whether given pursuant to this paragraph (b) or paragraph
(c) of this Section 11 of this Article I) shall set forth, as of the date of such notice:
(i) as to each Proposing Person, (A) the name and address of such Proposing Person
(including, if applicable, the name and address that appear on the Corporations books and
records), (B) the class or series and number of shares of the capital stock of the
Corporation that are, directly or indirectly, owned of record or beneficially (within the
meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such
Proposing Person shall in all events be deemed to beneficially own any shares of any class
or series of the capital stock of the Corporation as to which such Proposing Person has a
right to acquire beneficial ownership at any time in the future;
(ii) as to each Proposing Person, (A) any derivative, swap or other transaction or series of
transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or
effect of which is to give such Proposing Person economic risk similar to ownership of
shares of any class or series of the capital stock of the Corporation, including due to the
fact that the value of such derivative, swap or other transaction is determined by reference
to the price, value or volatility of any shares of any class or series of the capital stock
of the Corporation, or which derivative, swap or other transactions provide, directly or
indirectly, the opportunity to profit from any increase in the price or value of shares of
any class or series of the capital stock of the Corporation (Synthetic Equity
Interests), which such Synthetic Equity Interests shall be disclosed without regard to
whether (x) such derivative, swap or other transactions convey any voting rights in such
shares to such Proposing Person, (y) the derivative, swap or other transactions are required
to be, or are capable of being, settled through delivery of such shares or (z) such
Proposing Person may have entered into other transactions that hedge or mitigate the
economic effect of such derivative, swap or other transaction; (B) any proxy (other than a
revocable proxy or consent given in response to a solicitation made pursuant to, and in
accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed
on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which
such Proposing Person has or shares a right to vote any shares of any class or series of the
capital stock of the Corporation; (C) any agreement, arrangement, understanding or
relationship, including any repurchase or similar so-called stock borrowing agreement or
arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or
effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise)
of shares of any class or series of the capital stock of the Corporation by, manage the risk
of share price changes for, or increase or decrease the voting power of, such Proposing
Person with respect to the shares of any class or series of the capital stock of the
Corporation, or which provides, directly or indirectly, the opportunity to profit from any
decrease in the price or value of the shares of any class or series of the capital stock of
the Corporation (Short Interests); (D) any rights to dividends on the shares of
any class or series of the capital stock of the Corporation owned beneficially by such
Proposing Person that are separated or separable from the underlying shares of the
Corporation; (E) any performance related fees (other than an asset based fee) that such
Proposing Person is entitled to based on any increase or decrease in the price or value of
shares of any class or series of the capital stock of the Corporation, any Synthetic Equity
Interests or Short Interests; and (F) any other information relating to such Proposing
Person that would be required to be disclosed in a proxy statement or
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other filing required to be made in connection with solicitations of proxies or consents by
such Proposing Person in support of the nomination for election of directors or the business
proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the
disclosures to be made pursuant to the foregoing clauses (A) through (F) are referred to as
Disclosable Interests); provided, however, that Disclosable Interests shall not
include any such disclosures with respect to the ordinary course business activities of any
broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person
solely as a result of being the shareholder of record directed to prepare and submit the
information required by this Section 11(b) of this Article I on behalf of a beneficial
owner;
(iii) as to each person, if any, whom the shareholder proposes to nominate for election or
reelection as a director, (A) all information with respect to such proposed nominee that
would be required to be set forth in a shareholders notice pursuant to this Section 11(b)
of this Article I if such proposed nominee were a Proposing Person; (B) all information
relating to such proposed nominee that is required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies for election
of directors in a contested election pursuant to Section 14(a) under the Exchange Act
(including such proposed nominees written consent to being named in the proxy statement as
a nominee and to serving as a director if elected); (C) a statement whether such proposed
nominee, if elected, intends to tender, promptly following such persons election or
re-election, a resignation that will become effective upon the occurrence of both (1) the
failure to receive the required vote for re-election at the next meeting at which such
person would face re-election and (2) acceptance of such resignation by the Governance
Committee or other applicable committee; and (D) a description of all direct and indirect
compensation and other material monetary agreements, arrangements and understandings during
the past three years, and any other material relationships, between or among any Proposing
Person, on the one hand, and each proposed nominee and his or her respective affiliates and
associates, on the other hand, including, without limitation, all information that would be
required to be disclosed pursuant to Item 404 under Regulation S-K if such Proposing Person
were the registrant for purposes of such rule and the proposed nominee were a director or
executive officer of such registrant; and
(iv) as to any business other than nominations for election of directors that a Proposing
Person proposes to bring before an annual meeting: (A) a reasonably brief description of the
business desired to be brought before the annual meeting, the reasons for conducting such
business at the annual meeting and any material interest in such business of any Proposing
Person; (B) the text of the proposal or business (including the text of any resolutions
proposed for consideration); and (C) a reasonably detailed description of all agreements,
arrangements and understandings (x) between or among any of the Proposing Persons and (y)
between or among any Proposing Person and any other record or beneficial owner of capital
stock of the Corporation (including their names) in connection with the proposal of such
business by such shareholder.
(c) Nominations of persons for election to the Board may be made at a special meeting of
shareholders at which directors are to be properly elected only (i) by or at the direction of the
Board or (ii) provided that the Board has determined that directors shall be elected at such
meeting, by any shareholder of the Corporation who (a) is a shareholder of record (and, with
respect to any beneficial owner, if different, on whose behalf any nomination or proposal is made,
only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the
time of giving of notice provided for in this By-Law and at the time of the meeting, (b) is
entitled to vote at the meeting and (c) complied with the notice procedures set forth in this
By-Law under this paragraph (c) and paragraph (b) of this Section 11 of this Article I with respect
to nominations for election of directors. Without qualification, in order for a shareholder to
present any nominations of persons for election to the Board at such a special meeting, pursuant to
the foregoing clause (ii), the shareholder must (x) have given timely notice thereof in writing and
in proper form to the Secretary of the Corporation (which notice shall include disclosure of the
information that is required by the applicable provisions of paragraph (b) of this Section 11 of
this Article I) and (y) provide any updates or supplements to such notice at the times and in the
forms required by paragraph (d) of Section 11 of this Article I. To be timely, a shareholders
notice required by paragraph (b) of this Section 11 of this Article I shall be delivered to, or
mailed to and received by, the Secretary at
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the principal executive offices of the Corporation not earlier than the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of business on
the later of (x) the ninetieth (90th) day prior to such special meeting or (y) the tenth
(10th) day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no
event shall any adjournment a special meeting or the announcement thereof commence a new time
period (or extend any time period) for the giving of a shareholders notice as described above.
Shareholders shall not be permitted to propose business to be considered by the shareholders at a
special meeting. Business transacted at a special meeting of shareholders shall be confined to the
purposes stated in the call and notice thereof.
(d) A shareholder providing notice of a proposed nomination for election to the Board or other
business proposed to be brought before a meeting (whether given pursuant to paragraphs (b) or (c)
of Section 11 of this Article I) shall further update and supplement such notice, if necessary, so
that the information provided or required to be provided in such notice shall be true and correct
as of the record date for the meeting and as of the date that is ten (10) business days prior to
the meeting or any adjournment or postponement thereof, and such update and supplement shall be
delivered to, or mailed to and received by, the Secretary at the principal executive offices of the
Corporation not later than five (5) business days after the record date for the meeting (in the
case of the update and supplement required to be made as of the record date), and not later than
eight (8) business days prior to the date for the meeting, or, if not practicable, on the first
practicable date prior to such meeting and/or to which it is adjourned or postponed (in the case of
the update and supplement required to be made as of ten (10) business days prior to the meeting or
any adjournment or postponement thereof). The Corporation may also require any proposed nominee
for election to the Board to furnish such other information (i) as may be reasonably required for
the Corporation to determine the eligibility of such proposed nominee to serve as an independent
director of the Corporation in accordance with the Corporations Corporate Governance Guidelines as
then in effect or (ii) that could be material to a reasonable shareholders understanding of the
independence, or lack thereof, of such proposed nominee.
(e) Notwithstanding anything in Section 11(a) of this Article I to the contrary, in the event
that the number of directors to be elected to the Board is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least ten (10) days before the last day a
shareholder could otherwise deliver a notice of nomination in accordance with Section 11(a) of this
Article I, a shareholders notice required by this Section 11 of this Article I shall also be
considered timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to, or mailed and received by, the Secretary at the principal
executive offices of the Corporation not later than the close of business on the tenth
(10th) day following the day on which such public announcement is first made by the
Corporation.
(f) For purposes of this By-Law, public announcement shall mean disclosure in a
press release reported by the Dow Jones New Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
(g) Notwithstanding compliance with the foregoing requirements of this By-Law, no person
proposed to be nominated to the Board by a shareholder pursuant to this procedure shall become a
nominee for election to the Board and no other business shall be considered at the annual meeting
unless the shareholder who has provided the notice or his proxy, nominates such person or
introduces such business at the meeting, as the case may be. If any proposed nomination or business
is not in compliance with this By-Law, the presiding officer of the meeting shall have the power
and duty to determine whether such nomination or business was made in compliance with this By-Law
and, if such nomination or business is determined not to have been properly made, to declare that
such nomination or proposal has not been properly brought before the meeting and will be
disregarded and declared to be out of order.
(h) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply
with all applicable requirements of the Exchange Act with respect to the matters set forth in this
By-Law. This By-Law is expressly intended to apply to any business proposed to be brought before a
meeting of shareholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act.
In the case
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of proposals made pursuant to Rule 14a-8 under the Exchange Act, this By-Law shall not be deemed to
affect any rights of shareholders to request inclusion of proposals in the Corporations proxy
statement pursuant to Rule 14a-8. In the event of any conflict between this By-Law and the
provisions of Rule 14a-8 under the Exchange Act in the circumstance of a shareholder proposal made
pursuant to such Rule 14a-8, the provisions of Rule 14a-8 shall control.
ARTICLE II
Directors
Section 1. Number, Election, Term, Powers.
(a) The Corporation shall have such number of directors, not less than three (3) nor more than
twenty-one (21), as shall from time to time be determined by the vote of a majority of the entire
board (as entire board is defined for these purposes under the laws of the State of New York).
(b) The term of office of each director shall (unless vacated as provided herein) be from the
time of his or her election and qualification until the annual meeting of shareholders next
succeeding his or her election and until his or her successor shall have been duly elected and
qualified, or until his or her earlier death or resignation. The directors shall act only as a
board and the individual directors shall have no power as such. The Board shall have, in the
management of the Corporations affairs, all powers which are not inconsistent with the laws of the
State of New York, these By-Laws or the Certificate of Incorporation.
(c) Except as otherwise provided in these By-Laws or by law, the directors shall be chosen at
the annual meeting of shareholders in each year. Each director to be elected by the shareholders
of the Corporation shall be elected by a majority of the votes cast with respect to such director
by the shares represented and entitled to vote therefor at a meeting of the shareholders for the
election of directors at which a quorum is present (an Election Meeting); provided,
however, that if the Board determines that the number of nominees exceeds the number of directors
to be elected at such meeting (a Contested Election), and regardless of whether such
Contested Election becomes an uncontested election at any time prior to the date of the Election
Meeting as initially announced, each of the directors to be elected at the Election Meeting shall
be elected by a plurality of the votes cast by the shares represented and entitled to vote at such
meeting with respect to the election of such director. For purposes of this Section 8, a
majority of the votes cast means that number of votes cast for a candidate for director
exceeds the number of votes cast against that director (with abstentions and broker non-votes
not counted as votes cast as either for or against such directors election). In an election
other than a Contested Election, shareholders will be given the choice to cast votes for or
against the election of directors or to abstain from such vote and shall not have the ability
to cast any other vote with respect to such election of directors. In a Contested Election,
shareholders will be given the choice to cast for or withhold votes for the election of
directors and shall not have the ability to cast any other vote with respect to such election of
directors. In the event an Election Meeting involves the election of directors by separate votes
by class or classes or series, the determination as to whether an election constitutes a Contested
Election shall be made on a class-by-class or series-by-series basis, as applicable. The Board has
established and will maintain procedures under which any incumbent director who fails to receive a
majority of the votes cast at an Election Meeting at which there was no Contested Election shall
offer to tender his or her resignation from the Board.
Section 2. Qualifications. All directors shall be at least twenty-one (21) years of age.
Section 3. First Meeting. After each election of directors by the shareholders, on the same
day and at the conclusion of the meeting of shareholders at which such election shall be held, and
at the place where such election is held, the newly elected Board shall meet for the purpose of
organization, the election of officers and the transaction of other business. Notice of such
meeting need not be given. If a quorum shall not be present at such time and place, but at least
one director is present, then such meeting shall be adjourned as provided in Section 6 of this
Article II. If no director shall be present at such time and place, then such meeting may be held
at any other time and place which shall be specified in a notice given as hereinafter provided for
special meetings of the Board or in a waiver of notice thereof.
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Section 4. Regular Meetings. Regular meetings of the Board shall be held at such times and
places as the Board may determine. If any day fixed for a regular meeting shall be a legal holiday
at the place where the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day at said place. Except
as provided by law or these By-Laws, notice of regular meetings need not be given.
Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by
(a) the Chairman of the Board, (b) the President or (c) the Secretary at the request of a majority
of the members of the Board. Unless otherwise provided by law, notice of each such special meeting
shall be (a) mailed to each director, addressed to him at his residence or usual place of business,
at least two days before the day on which such meeting is to be held or (b) (i) sent by facsimile
or electronic mail or (ii) delivered personally or by telephone, in each case not later than the
day before the day on which such meeting is to be held. Notice of any meeting of the Board need
not, however, be given to any director, if waived by him as in these By-Laws provided. Unless
otherwise provided by law or these By-Laws, the notice or waiver of notice of any meeting of the
Board need not contain any statement of the purposes of the meeting or any specification of the
business to be transacted thereat.
Section 6. Quorum. Unless otherwise provided by law, the Certificate of Incorporation or these
By-Laws, the presence of not less than one-third of the number of directors as fixed in accordance
with these By-Laws shall be necessary to constitute a quorum for the transaction of business by the
Board; provided, however, that, at any time when directors who are not U.S. citizens serve on the
Board, the number of directors required for a quorum shall be increased to such larger number as
necessary to ensure that the non-U.S. citizen directors then serving on the Board constitute no
more than a minority of the number needed for a quorum. In the absence of a quorum, a majority of
the directors present may adjourn any meeting of the Board from time to time until a quorum shall
be present thereat. Notice of any adjourned meeting need not be given. At any adjourned meeting at
which a quorum is present any business may be transacted which might have been transacted at the
meeting as originally called.
Section 7. Voting. At all meetings of directors, a quorum being present, all matters, except
those the manner of deciding upon which is otherwise provided by law these By-Laws or the
Certificate of Incorporation, shall be decided by the vote of a majority of the directors present.
Section 8. Organization. At each meeting of the Board, the Chairman of the Board or, in the
absence of the Chairman of the Board, the Lead Director (or, if the Lead Director is precluded by
Article IV, Section 2 of these By-Laws from acting as chairman of the meeting, any other U.S.
citizen independent director designated by a majority of the U.S. citizen independent directors
present at the meeting) shall act as chairman of the meeting. The Secretary, or in the Secretarys
absence any person appointed by the chairman of the meeting, shall act as secretary of the meeting.
Any meeting of the Board may be adjourned by the vote of a majority of the directors present at
such meeting.
Section 9. Vacancies. Any vacancy in the Board whether arising from death, resignation, an
increase in the number of directors or any other cause, may be filled by the vote of a majority of
the remaining directors, provided that, in the case of a vacancy occurring through the resignation
of a director, the resigning director shall be entitled to vote with the other directors for his
successor.
Section 10. Place of Meeting. The Board may hold its meetings at such place or places within
or without the State of New York as it may from time to time by resolution determine or as shall be
specified or fixed in the respective notices or waivers of notice thereof.
Section 11. Indemnification.
(a) The Corporation shall indemnify to the fullest extent permitted by law, any person made,
or threatened to be made, a party to an action or proceeding, civil or criminal (including an
action by or in the right of the Corporation or by or in the right of any other corporation or
business entity of any type or kind, domestic or foreign, which any director or officer of the
Corporation served in any capacity at the request of the Corporation), by reason of the fact that
he or she, or his or her testator or intestate, was a director or officer of the Corporation (or
served any other corporation or business entity of any type or kind, domestic or foreign, in any
capacity at the request of the Corporation), against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys fees actually and necessarily incurred
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as a result of such action or proceeding, or any appeal therein, and the Corporation shall pay, in
advance of final disposition of any such action or proceeding, expenses (including attorneys fees)
incurred by such person in defending such action or proceeding upon receipt of an undertaking by or
on behalf of such person to repay such amount consistent with provisions of applicable law,
including Section 725(a) of the New York Business Corporation Law, as amended.
The Corporation may indemnify, and make advancements to, any person made, or threatened to be
made, a party to any such action or proceeding by reason of the fact that he or she, or his or her
testator or intestate, is or was an agent or employee (other than a director or officer) of the
Corporation (or served another corporation or business entity at the request of the Corporation in
any capacity), on such terms, to such extent, and subject to such conditions, as the Board shall
determine, including payment, in advance of final disposition of any such action or proceeding,
expenses (including attorneys fees) incurred by such person in defending such action or proceeding
upon receipt of an undertaking by or on behalf of such person to repay such amount consistent with
provisions of applicable law.
In addition to the foregoing, the Corporation shall indemnify to the fullest extent permitted
by law, any person made, or threatened to be made, a party to an action or proceeding, civil or
criminal, by reason of the fact that such person, or his or her testator or intestate, is or was a
director or officer of any other corporation or business entity, of any type or kind, domestic or
foreign, which any such person served at the request of the Corporation, against judgments, fines,
amounts paid in settlement (with the prior consent of the Corporation) and reasonable expenses,
including attorneys fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, and the Corporation may pay, in advance of final disposition of
any such action or proceeding, expenses (including attorneys fees) incurred by such person in
defending such action or proceeding.
(b) A person shall be presumed to be entitled to indemnification for any act or omission
covered by these By-Laws. The burden of proof of establishing that a person is not entitled to
indemnification because of the failure to fulfill some requirement of New York law, the
Corporations charter, or the By-Laws shall be on the Corporation.
(c) If a claim under these By-Laws is not paid in full by the Corporation within thirty (30)
days after a written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim, including attorneys fees.
(d) The provisions of this Section 11 of this Article II shall constitute a contract between
the Corporation, on the one hand, and, on the other hand, each individual who serves or has served
as a director or officer of the Corporation (whether before or after the adoption of this By-Law),
in consideration of such persons performance of services for the Corporation, and pursuant to this
Section 11 of this Article II the Corporation intends to be legally bound to each such current or
former director or officer of the Corporation. With respect to current and former directors or
officers of the Corporation, the rights conferred under this Section 11 of this Article II are
present contractual rights and such rights are fully vested, and shall be deemed to have vested
fully, immediately upon adoption of this By-Law. With respect to any directors or officers of the
Corporation who commence service following adoption of this By-Law, the rights conferred under this
provision shall be present contractual rights and such rights shall fully vest, and be deemed to
have vested fully, immediately upon such director or officer commencing service as a director or
officer of the Corporation. Neither amendment nor repeal nor modification of any provision of this
Section 11 of this Article II nor the adoption of any provision of the Certificate of Incorporation
or By-Laws of the Corporation inconsistent with this Section 11 of this Article II shall eliminate
or reduce the effect of this Section 11 of this Article II in respect of any act or omission
occurring, or any cause of action or claim that accrues or arises or any state of facts existing,
at the time of or before such amendment, repeal, modification or adoption of an inconsistent
provision (even in the case of a proceeding based on such a state of facts that is commenced after
such time). The rights to indemnification and to advancement of expenses provided by, or granted
pursuant to, this Section 11 of this Article II shall continue notwithstanding that the person has
ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate,
heirs, executors, administrators, legatees and distributes of such person. For purposes of this
Section 11 of this Article II, director or officer of the
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Corporation includes any person who, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee, agent or manager of
another corporation or of a partnership, limited liability company, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee benefit plans.
Section 12. Action by Written Consent. Unless otherwise provided by law or in the Certificate
of Incorporation, any action required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with the minutes of the
proceedings of the Board or committee.
Section 13. Action by Means of Conference Telephone. Any one or more members of the Board may
participate in a regular or special meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
COMMITTEES
Section 1. Committees. Subject to the conditions prescribed by law, there shall be an
Appointment Committee of the Board consisting of the Chairman of the Board which shall have all of
the authority of the Board to appoint and take certain other actions with respect to Vice
Presidents (other than Executive Vice Presidents and Senior Vice Presidents) pursuant to and in
accordance with the terms of these By-Laws. Additionally, on the terms, to the extent and subject
to the conditions prescribed by law or by resolution of the Board, the Board, by resolution adopted
by a majority of the entire Board, may designate from among its members an Executive Committee and
other committees (the Executive Committee and any other committees designated pursuant to this
sentence being referred to herein as Designated Committees), each of which shall consist
of three or more directors and shall have the authority of the Board. The Board may designate one
or more directors as alternate members of any Designated Committee, who may act in the place of any
absent member or members of such Designated Committee. The presence of not less than one-third of
the number of members of any Designated Committee shall constitute a quorum of such Designated
Committee; provided, however, that, at any time when directors who are not U.S. citizens serve on a
Designated Committee, the number of directors required for a quorum shall be increased to such
larger number as necessary to ensure that the non-U.S. citizen directors then serving on such
Designated Committee constitute no more than a minority of the number needed for a quorum. Except
as otherwise provided by law, the Certificate of Incorporation or these By-Laws, a majority vote of
the Designated Committee members present shall be the act of the Designated Committee.
Section 2. Committee Procedure. Each Designated Committee shall meet at the times and places
determined in accordance with the procedures set forth in the committees charter or as such
committee shall otherwise establish. The Board by resolution or resolutions shall establish the
charter of each Designated Committee, which shall set forth the rules of procedure to be followed
by such committee, including a requirement that such committee keep regular minutes of its
proceedings and deliver to the Secretary the same.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a Chairman of the Board (which
office may be held by the Chief Executive Officer), a Chief Executive Officer, a President (which
office may be held by the Chief Executive Officer), one or more Vice Presidents (which may include
one or more Executive Vice Presidents and/or one or more Senior Vice Presidents), a Secretary, a
Treasurer and a Controller. The officers of the Corporation may also include, at the option of the
Board, one or more Vice Chairmen of the Board, each of whom shall be a member of the Board. Two or
more offices may be conferred upon one person, except the offices of President and Secretary. The
Board may require any officer, agent or employee to give security for faithful performance of such
persons duties.
Section 2. Election, Term of Office, Qualification. The officers of the Corporation shall be
chosen
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by the Board (or, in the case of any Vice President other than any Executive Vice President or
Senior Vice President, by either the Board or the Appointment Committee) as soon as practicable
after each annual election of directors, each such officer to hold office until his successor shall
have been chosen and qualified, or until his earlier death or resignation, or removal in the manner
hereinafter provided. At all times the Chairman of the Board and the Chief Executive Officer (by
whatever title) shall be citizens of the Untied States. No person who is not a citizen of the
United States may act in the absence or disability of either the Chairman of the Board or the Chief
Executive Officer (by whatever title).
Section 3. Subordinate Officers. The Board may appoint as subordinate officers, assistants to
any officer, including assistant secretaries and assistant treasurers, agents or employees as the
Board may deem necessary or advisable, each of whom shall serve for such period, have such
authority and perform such duties as the Board may from time to time determine or as may be set
forth in these By-Laws. The Board may delegate to any officer the power to appoint and remove
subordinate officers, assistant secretaries, assistant treasurers, agents or employees.
Section 4. Chief Executive Officer. The Board shall designate either the Chairman of the Board
or the President, or both if the same person, as the Chief Executive Officer. Subject to the
oversight of the Board, the Chief Executive Officer shall have duties customarily incident to the
office of the Chief Executive Officer including general and active supervision and direction over
the property, business and affairs of the Corporation and personnel thereof subject, however, to
the right of the Board (or, in the case of any Vice President of the Corporation other than any
Executive Vice President or Senior Vice President, the right of the Board or the Appointment
Committee) to delegate any specific power and authority, except such as may be by statute
exclusively conferred on the Chief Executive Officer, to any other officer or officers of the
Corporation.
Section 5. The Chairman of the Board. The Chairman of the Board shall have such duties as may
be prescribed by the Board from time to time. If present, the Chairman of the Board shall preside
at all meetings of the shareholders and the Board.
Section 6. The President. The President shall have such powers and perform such duties as the
Board, the Chairman of the Board or the Chief Executive Officer (unless the latter two positions
are held by the same person) may prescribe from time to time. In the case of the absence or
inability to act of the Chief Executive Officer if not the same person, the President shall perform
the duties of Chief Executive Officer, and when so acting shall have all of the powers and be
subject to all of the restrictions upon the Chief Executive Officer, subject to the limitations set
forth in Section 2 of this Article IV.
Section 7. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Each
Executive Vice President and Senior Vice President shall have such powers and perform such duties
as the Board, the Chairman of the Board or the President may from time to time prescribe, and shall
perform such other duties as may be prescribed by these By-Laws. In case of the absence or
inability to act of the President, then one of the Executive Vice Presidents or Senior Vice
Presidents who shall be designated for the purpose by the Board shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to all the restrictions
upon the President. Each Vice President shall have such powers and perform such duties as the
Board, the Appointment Committee, the Chairman of the Board, the President, any Executive Vice
President or any Senior Vice President may from time to time prescribe, and shall perform such
other duties as may be prescribed by these By-Laws.
Section 8. The Secretary. The Secretary shall act as secretary of, and keep the minutes of,
all meetings of the Board and of the shareholders; shall cause to be given such notice of all
meetings of the shareholders and directors as required; shall be custodian of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all certificates and documents,
the execution of which on behalf of the Corporation under its seal shall have been specifically or
generally authorized; shall have charge of the books, records and papers of the Corporation
relating to its organization as a corporation; and shall in general perform all the duties incident
to the office of Secretary. The Secretary shall also have such other powers and perform such other
duties, not inconsistent with these By-Laws, as the Chairman of the Board, the President or the
Board shall from time to time prescribe.
Section 9. The Treasurer. The Treasurer shall have charge and custody of, and be responsible
for, all the funds and securities of the Corporation and shall keep full and accurate accounts of
receipts and
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disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name of and to the credit of the Corporation in such banks or other depositaries as
may be designated by the Board; he shall disburse the funds of the Corporation, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board, the President or
the Board, whenever any one or more of them may require him so to do, a statement of all his
transactions as Treasurer; and, in general, he shall perform all the duties incident to the office
of Treasurer and such other duties as may from time to time be assigned to him by the Chairman of
the Board, the President or the Board.
Section 10. The Controller. The Controller shall keep accurate accounts, in such form as may
be approved by the Board, of all financial transactions of the Corporation; he shall supervise and
direct the keeping of all of the financial records and accounting records of the Corporation, and
shall have general charge, supervision and direction of the accounting departments of the
Corporation; he shall discharge such other duties and have such other powers as may be required of
or granted to him by the Board.
Section 11. Assistants to the President. Each assistant to the President shall, at the request
of the President, aid and assist him in the performance of his duties and the exercise of his
powers, and have such other powers and perform such other duties as may from time to time be
assigned to him by the Chairman of the Board, the President or the Board.
Section 12. Assistant Secretaries. In case of the absence or inability to act of the
Secretary, the Assistant Secretary, or, if there shall be more than one, any of the Assistant
Secretaries, shall perform the duties of the Secretary, and, when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. Each of the Assistant
Secretaries shall perform such other duties as from time to time may be assigned to him by the
Chairman of the Board, the President, the Secretary or the Board.
Section 13. Assistant Treasurers. In case of the absence or inability to act of the Treasurer,
the Assistant Treasurer, or, if there be more than one, any of the Assistant Treasurers, shall
perform the duties of the Treasurer, and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Treasurer. Each of the Assistant Treasurers shall perform
such other duties as from time to time may be assigned to him by the Chairman of the Board, the
President, the Treasurer or the Board.
Section 14. General Provisions. All officers shall serve under the direction of and at the
pleasure of the Board (or, in the case of any Vice President other than any Executive Vice
President or Senior Vice President, the Board and the Appointment Committee) and be subject to
removal thereby at any time with or without cause. Any vacancy occurring in any office may be
filled by the Board (or, in the case of any Vice President other than any Executive Vice President
or Senior Vice President, by the Board or the Appointment Committee).
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 1. Execution of Contracts. Except as otherwise provided by law or in these By-Laws,
the Chairman of the Board, any Vice-Chairman of the Board, the President, any Executive Vice
President and any Senior Vice President shall each have authority to execute and deliver any and
all instruments for and in the name of the Corporation. The Board, the Chairman of the Board and
the President (and, in the case of any Vice President other than any Executive Vice President or
Senior Vice President, the Appointment Committee, any Executive Vice President and any Senior Vice
President) may authorize any other officer or agent to execute and deliver any instrument for and
in the name of the Corporation, and such authority may be general or confined to specific
instances. Unless authorized by (a) in the case of any Vice President other than any Executive Vice
President or Senior Vice President, the Board, the Chairman of the Board, the President, these
By-Laws, the Appointment Committee, any Executive Vice President or any Senior Vice President or
(b) in the case of any other officer or agent, the Board, the Chairman of the Board, the President
or these By-Laws, no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.
Section 2. Indebtedness. No loans shall be contracted on behalf of the Corporation and no
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negotiable paper shall be issued in its name unless authorized by resolutions of the Board, which
authority may be general or confined to specific instances. When authorized by the Board so to do,
any officer or agent of the Corporation thereunto authorized may effect loans and advances for the
Corporation from any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver promissory notes, bonds,
or other certificates or evidences of indebtedness of the Corporation and, when authorized so to
do, may pledge, hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances.
Section 3. Checks, Drafts, etc. All checks, drafts, and other orders for the payment of moneys
out of the funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time
be determined by resolution of the Board, which resolution may be general or confined to specific
instances.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board may select or as may be selected by any officer or agent of the
Corporation to whom such power may from time to time be delegated by the Board; and, for the
purpose of such deposit, the Chairman of the Board, the President, any Executive Vice President,
any Senior Vice President, the Treasurer or the Secretary, or any other officer, agent or employee
of the Corporation to whom such power may be delegated by the Board, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys which are payable to the order of
the Corporation.
ARTICLE VI
SHARES AND DIVIDENDS
Section 1. Consideration for Issue of Stock. No stock shall be issued except as permitted
under the Business Corporation Law of the State of New York.
Section 2. Certificates. The shares of the Corporation shall either be represented by
certificates or shall be uncertificated and represented by book entry registered in the name of the
holder on the books and records of the Corporation or its transfer agent. At the direction of the
Corporation to its stock transfer agent and absent a specific request for a certificate by the
registered holder or transferee thereof, all shares of the Corporation shall be uncertificated upon
the original issuance thereof by the Corporation or upon the surrender of the certificate
representing such shares to the Corporation (Direct Registration of shares). If shares are
represented by certificates, each holder of record of shares of stock of the Corporation shall be
provided with a certificate or certificates of stock representing the number of shares owned by
such holder, in such form as shall be (a) approved by the Board, (b) signed by (i) the Chairman of
the Board, the President, an Executive Vice President, or a Senior Vice President and (ii) the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary and (c) sealed with the
seal of the Corporation, which seal may be an engraved or printed facsimile, certifying the number
of shares owned by him in the Corporation. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any such person who shall have signed,
or whose facsimile signature has been placed upon, such certificate shall have ceased to hold such
position before such certificate is issued, it may be issued by the Corporation with the same
effect as if such person had not ceased to hold such position at the date of its issue. Upon the
election of the Corporation to provide for Direct Registration of shares, such certificates shall
be provided only upon request to the Corporation by the registered holder or transferee thereof.
Section 3. Transfer of Shares. Transfers of shares of the capital stock of the Corporation
shall be made only on the books of the Corporation by the holder thereof, or by his attorney
thereunto authorized by a power of attorney duly executed and filed with the agent or officer in
charge of such books, subject to such proof or guaranty signature as the Corporation or its
transfer agent may require, if any, and on surrender of the certificate or certificates for such
shares, properly endorsed, or upon receipt of proper transfer instructions from the owner of
uncertificated shares, or upon the escheat of said shares under the laws of any state of the United
States. A person in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof as regards the Corporation, provided that whenever any
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transfer of shares shall be made for collateral security, and not absolutely, such fact, if known
to the officer in charge or to said transfer agent, shall be so expressed in the entry of transfer.
Section 4. Record Date. The Board may fix a day and hour not exceeding sixty (60) days
preceding the date fixed for the payment of any dividend or the making of any distribution, or for
the delivery of evidences of rights or evidences of interests arising out of any changes,
conversion or exchange of capital stock, as a record time for the determination of the shareholders
entitled to receive such dividend, distribution, rights or interests, and in such case only
shareholders of record at the time so fixed shall be entitled to receive such dividend,
distribution, rights or interests.
Section 5. Lost, Stolen, Destroyed or Mutilated Certificates. A certificate for shares of the
stock of the Corporation may be issued in place of any certificate lost, stolen, destroyed or
mutilated, but only on delivery to the Corporation, unless the Board otherwise determines, of a
bond of indemnity, in form and amount and with one or more sureties satisfactory to the Board, or
such officer or officers of the Corporation or such transfer agent as the Board may from time to
time designate, and of such evidence of such loss, theft, destruction or mutilation as the Board,
or such officer or officers or transfer agent, may require.
ARTICLE VII
OFFICES AND BOOKS
Section 1. Offices. The Board may from time to time and at any time establish offices of the
Corporation or branches of its business at whatever place or places seem to it expedient. Offices
or agencies for the transfer and registration of stock shall at all times be maintained in the City
of New York. Additional such offices or agencies may be maintained elsewhere, in the discretion of
the Board.
Section 2. Books. There shall be kept at the office of the Corporation in Chicago, Illinois,
correct books of all the business and transactions of the Corporation, and, at the office of the
Corporation in the State of New York, or at the office of a transfer agent of the Corporation in
such State, the stock book of the Corporation, which shall contain the names, alphabetically
arranged, of all persons who are shareholders of the Corporation, showing their respective places
of residence, the number of shares held by them respectively, and the time when they respectively
became the owners thereof. The stock book shall at all times during business hours be open to the
inspection of all persons permitted by law to inspect the same.
ARTICLE VIII
SEAL
Section 1. The common seal of the Corporation shall consist of a round seal with the words
GATX CORPORATION in the margin and the words NEW YORK, 1916 in the center thereof.
ARTICLE IX
WAIVER OF NOTICE
Section 1. Whenever any notice whatever is required to be given by these By-Laws, the
Certificate of Incorporation or by law, the person entitled thereto may, in person, or in the case
of a shareholder, by his duly authorized attorney, waive such notice in writing (which shall
include the use of facsimile and electronic mail), whether before or after the meeting or other
matter or event in respect of which such notice is to be given, and in such event such waiver shall
be equivalent to such notice and such notice need not be given to such person, and any action to be
taken after such notice or after the lapse of a prescribed period of time may be taken without such
notice and without the lapse of any period of time. The presence of a director at any meeting of
the Board shall constitute waiver of notice thereof by him.
ARTICLE X
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall end on the thirty-first day of December in
each year.
ARTICLE XI
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AMENDMENTS
Section 1. These By-Laws may be altered, changed, amended or repealed, or new By-Laws may be
adopted, at any regular or special meeting of the Board of Directors, by a majority vote of all the
Directors then in office (whether or not present in person or by proxy at the meeting on which such
action is to be taken), provided notice of the proposed alteration, change, amendment, repeal or
adoption shall have been given with notice of the meeting.
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