**FORD CREDIT FLOORPLAN CORPORATION****BY-LAWS**INDEX           Page No. ARTICLE I Offices  1        ARTICLE II Stockholders      Section 1. Place of Meetings  1   Section 2. Meeting  1   Section 3. Notice of Meeting  1   Section 4. Quorum and Plurality Requirements  1   Section 5. Organization  2   Section 6. Proxies and Voting  2   Section 7. Stock Lists  2   Section 8. Ratification  2   Section 9. Consent in Lieu of Meeting  3        ARTICLE III Board of Directors      Section 1. Number, Term of Office, and Eligibility  3   Section 2. Meetings  3   Section 3. Notice of Meetings  3   Section 4. Quorum and Organization of Meetings  3   Section 5. Telephone and Similar Meetings  4   Section 6. Powers  4   Section 7. Reliance upon Books, Reports and Records  5   Section 8. Compensation of Directors  5        ARTICLE IV Committees      Section 1. Committees of the Board of Directors  5   Section 2. Rules and Procedures  5        ARTICLE V Officers      Section 1. Officers  6   Section 2. The Chief Executive Officer  6   Section 3. The President  6   Section 4. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents  6   Section 5. Treasurer and Assistant Treasurer  7   Section 6. Secretary and Assistant Secretary  7 
 

 
           Page No. ARTICLE VI Resignations, Removals and Vacancies      Section 1. Resignations  8   Section 2. Removals  8   Section 3. Vacancies  8        ARTICLE VII Capital Stock-Dividends      Section 1. Certificate of Shares  8   Section 2. Addresses of Stockholders  8   Section 3. Lost, Destroyed or Stolen Certificate  9   Section 4. Transfers of Stock  9   Section 5. Closing of Transfer Books  9   Section 6. Registered Stockholders  9   Section 7. Regulations  9        ARTICLE VIII Contracts, Checks, Drafts, Bank Accounts, Etc.      Section 1. Execution of Contracts  10   Section 2. Checks, Drafts, Etc.  10        ARTICLE IX Fiscal Year  10        ARTICLE X Miscellaneous      Section 1. Notices and Waivers Thereof  10   Section 2. Voting Upon Stocks  11        ARTICLE XI Amendments  11 
 

 
**FORD CREDIT FLOORPLAN CORPORATION****A DELAWARE CORPORATION****B Y — L A W S****ARTICLE I****OFFICES**     The registered office of Ford Credit Floorplan Corporation (the “Company”) will be in the Cityof Wilmington, County of New Castle, State of Delaware. The Company may also have an office in theCity of Dearborn, State of Michigan, and at such other places as the Board of Directors may fromtime to time determine or as the business of the Company may require. Unless otherwise provided bylaw, the books and records of the Company may be kept at the office of the Company in the City ofDearborn, State of Michigan or at such other places as may be determined by the Board of Directorsfrom time to time.**ARTICLE II****STOCKHOLDERS**     **SECTION 1.****Place of Meetings**     Unless otherwise determined by the Board of Directors, all meetings of the stockholders forthe election of directors will be held at the office of the Company in the City of Dearborn, Stateof Michigan. Any meeting of the stockholders for any other purpose may be held at such place,within or without the State of Delaware, and at such time as stated in the notice or waiver ofnotice of such meeting.     **SECTION 2.****Meeting**     Meetings of the stockholders for any purpose, unless otherwise provided by law, may be calledby the Chairman of the Board of Directors, the Chief Executive Officer, the President or by amajority of the Board of Directors, and will be called by the Chairman of the Board of Directors,the Chief Executive Officer, the President or the Secretary whenever the holders of record of amajority of the common stock outstanding file with the Secretary a written application for suchmeeting. Such application must state the purpose of the proposed meeting.     **SECTION 3.****Notice of Meetings**     Except as otherwise provided by law, at least one (1) days’ notice of meetings of thestockholders stating the time and place and the purposes thereof will be given by the Chairman ofthe Board of Directors, the Chief Executive Officer, the President or the Secretary to eachstockholder of record having voting power in respect of the business to be transacted at suchmeeting.     **SECTION 4.****Quorum and Plurality Requirements**     At any meeting of the stockholders, the holders of a majority of the common stock issued andoutstanding, present in person or represented by proxy, will constitute a quorum for thetransaction of business except as otherwise provided by the Delaware General Corporation Law or bythe Articles of Incorporation. If, however, such quorum is not present or represented at anymeeting of the stockholders, the holders of the common stock present in person or represented byproxy, will have power to adjourn the meeting from time to time, without notice other than
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announcement at the meeting, until a quorum is present or represented. At such adjourned meetingat which a quorum is present or represented any business may be transacted that might have beentransacted at the meeting as originally notified.     When a quorum is present at any meeting, the vote of the holders of a majority of the commonstock present in person or represented by proxy will decide any action brought before such meeting,unless any provision of the Delaware General Corporation Law or of the Articles of Incorporationrequires a different vote for such action in which case such provision will govern and control thedecision of such action.     **SECTION 5.****Organization**     The Chairman of the Board of Directors, or in his or her absence, the Chief Executive Officer,or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, thePresident will call to order meetings of the stockholders and will act as chairman of suchmeetings. The Board of Directors or the stockholders may appoint any stockholder or any directoror officer of the Company to act as chairman of any meeting in the absence of the Chairman of theBoard, Chief Executive Officer, and the President.     The Secretary of the Company will act as secretary of all meetings of the stockholders, but inthe absence of the Secretary the presiding officer may appoint any other person to act as secretaryof any meeting.     **SECTION 6.****Proxies and Voting**     Each holder of common stock will at every meeting of the stockholders be entitled to one votein person or by proxy authorized by an instrument in writing or by a transmission permitted by lawfiled in accordance with the procedures established for the meeting for each share of common stockheld by such stockholder. No proxy will be voted on after three years from its date, unless theproxy provides for a longer period. Except where the transfer books of the Company have been closedor a date has been fixed as a record date for the determination of its stockholders entitled tovote, no share of stock will be voted on at any election for directors that has been transferred onthe books of the Company within twenty (20) days immediately preceding such election of directors.     **SECTION 7.****Stock Lists**     A complete list of stockholders entitled to vote at any meeting of the stockholders will beprepared, in alphabetical order, by the Secretary and will be open to the examination of anystockholder, at the place where the meeting is to be held, for at least ten days before the meetingand during the whole time of the meeting.     **SECTION 8.****Ratification**     Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforcealleged rights of the Company or any of its stockholders, on the ground of lack of authority,defective or irregular execution, adverse interest of any director, officer or stockholder,non-disclosure, miscomputation or the application of improper principles or practices of accountingmay be approved, ratified and confirmed before or after judgment by the Board of Directors or bythe holders of common stock, and, if so approved, ratified or confirmed, will have the same forceand effect as if the questioned transaction had been originally duly authorized, and such approval,ratification or confirmation will be binding upon the Company and all of its stockholders and willconstitute a bar to any claim or execution of any judgment in respect of such questionedtransaction.
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     **SECTION 9.****Consent in Lieu of Meeting**     Whenever the vote of stockholders at a meeting of the stockholders is required or permitted tobe taken in connection with any corporate action by any provisions of the Delaware GeneralCorporation Law or of the Articles of Incorporation, the meeting and vote of stockholders may bedispensed with, if all the stockholders who would have been entitled to vote upon the action ifsuch meeting were held, consent in writing to such corporate action being taken.**ARTICLE III****BOARD OF DIRECTORS**     **SECTION 1.****Number, Term of Office, and Eligibility**     Except as provided by the Delaware General Corporation Law or by the Articles ofIncorporation, the business and the property of the Company will be managed and controlled by aBoard of not less than three and not more than five directors, the exact number to be fixed fromtime to time by resolution of the Board of Directors or of the stockholders, each director to beelected annually by ballot by the holders of common stock at the annual meeting of thestockholders, to serve until his or her successor is elected and is qualified.     **SECTION 2.****Meetings**     The directors may hold their meetings outside of the State of Delaware, at the office of theCompany in the City of Dearborn, State of Michigan, or at such other place as they may determinefrom time to time.     Meetings of the Board of Directors will be held whenever called by direction of the Chairmanof the Board of Directors, the Chief Executive Officer, the President or by one-third of thedirectors then in office.     **SECTION 3.****Notice of Meetings**     The Secretary or Assistant Secretary will give notice of the time and place of holding ofmeetings of the Board of Directors at least one day before the meeting. Unless otherwise stated inthe notice thereof any and all business may be transacted at any meeting.     **SECTION 4.****Quorum and Organization of Meetings**     A majority of the total number of members of the Board of Directors as constituted from timeto time, but in no event less than two, present either in person or by telephone or by executedproxy executed in writing by the director, constitute a quorum for the transaction of business. Ifat any meeting of the Board of Directors there is less than a quorum present, a majority of thosepresent may adjourn the meeting from time to time, and the meeting may be held as adjourned withoutfurther notice or waiver. Except as otherwise provided by law or by the Articles of Incorporationor by these By-Laws, a majority of the directors present at any duly constituted meeting may decideany question brought before such meeting. The Board of Directors will elect one of its members tobe Chairman of the Board of Directors. The Chairman of the Board of Directors will lead the Boardof Directors in fulfilling its responsibilities as set forth in these By-Laws and will determinethe agenda and perform all other duties and exercise all other powers which are or from time totime may be delegated to him or her by the Board of Directors.     Meetings will be presided over by the Chairman of the Board of Directors, or in his or herabsence or at his or her request, by the Chief Executive Officer, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, by the President, or by suchother person as may have been designated by the Board of Directors, or in the absence of all suchpersons, by such other person as may be selected by the members present.
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     **SECTION 5.****Telephone and Similar Meetings**     The Board of Directors, or members of any committee thereof, may participate in and holdmeetings by means of conference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other. Such participation in any such meetingwill constitute presence in person at such meeting, except where a person participates in suchmeeting for the express purpose of objecting to the transaction of any business on the ground thatsuch meeting is not lawfully called or convened.     **SECTION 6.****Powers**     In addition to the powers and authorities expressly conferred upon them by these By-Laws, theBoard of Directors will have and may exercise all such powers of the Company and do all such lawfulacts and things that are not by the Delaware General Corporation Law or by the Articles ofIncorporation or by these By-Laws directed or required to be exercised or done by the stockholders.Without prejudice to or limitation of such general powers and any other powers conferred by theDelaware General Corporation Law, or by the Articles of Incorporation or by these By-Laws, theBoard of Directors will have the following powers:          (1) To determine, subject to the requirements of the Articles of Incorporation or of theDelaware General Corporation Law, what, if any, dividends will be declared and paid to thestockholders out of net profits, current or accumulated, or out of surplus or assets of the Companyavailable for dividends.          (2) To fix, and from time to time to vary, the amount of working capital of the Company, andto set aside from time to time out of net profits, current or accumulated, or surplus of theCompany such amount or amounts as they in their discretion may deem necessary and proper as, or asa safeguard to the maintenance of, working capital, as a reserve for contingencies, as a reservefor repairs, maintenance, or rehabilitation, or as a reserve for revaluation of profits of theCompany, for the equalization of dividends or for such other proper purpose as may in the opinionof the directors be in the best interests of the Company; and in their sole discretion to abolishor modify any such provision for working capital or any such reserve, and to credit the amountthereof to net profits, current or accumulated, or to the surplus of the Company.          (3) To purchase, or otherwise acquire for the Company, any business, property, rights orprivileges which the Company may at the time be authorized to acquire, at such price orconsideration and generally on such terms and conditions as they think fit; and at their discretionto pay therefore either wholly or partly in money, stock, bonds, debentures or other securities ofthe Company.          (4) To create, make and issue mortgages, bonds, deeds of trust, trust agreements ornegotiable or transferable instruments or securities, secured by mortgage or otherwise, and to doevery other act and thing necessary to effect the same.          (5) To appoint any person or corporation to accept and hold in trust for the Company anyproperty belonging to the Company, or in which it is interested, or for any other purpose, and toexecute such deeds and do all things requisite in relation to any such trust.          (6) To delegate any of the powers of the Board in the course of the business of the Companyto any officer, employee or agent, and to appoint any person the agent of the Company, with suchpowers (including the power to sub-delegate) and upon such terms as the Board may think fit.
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          (7) To remove any officer of the Company with or without cause, and from time to time todevolve the powers and duties of any officer upon any other person for the time being.          (8) To confer upon any officer of the Company the power to appoint, remove and suspendsubordinate officers, agents and employees.          (9) To determine who will be authorized on the Company’s behalf, either generally orspecifically, to make and sign bills, notes, acceptances, endorsements, checks, releases, receipts,contracts, conveyances, and all other written instruments executed on behalf of the Company.          (10) To make and change regulations, not inconsistent with these By-Laws, for the managementof the Company’s business and affairs.     **SECTION 7.****Reliance upon Books, Reports and Records**     Each director, each member of any committee designated by the Board of Directors and eachofficer, in the performance of his or her duties, will be fully protected in relying in good faithupon the books of account or reports made to the Company by any of its officials, or by anindependent certified public accountant, or by an appraiser selected with reasonable care by theBoard of Directors or by any such committee, or in relying in good faith upon other records of theCompany.     **SECTION 8.****Compensation of Directors**     Directors may receive, pursuant to resolution of the Board of Directors, fixed fees and othercompensation for their services as directors, including, without limitation, services as Chairmanof the Board of Directors, or members of committees of the directors or as chairman thereof;provided, however, that nothing herein contained will be construed to preclude any director fromserving the Company in any other capacity and receiving compensation therefor.**ARTICLE IV****COMMITTEES**     **SECTION 1.****Committees of the Board of Directors**.     The Board of Directors may from time to time establish standing committees or specialcommittees of the Board of Directors, each of which will have such powers and functions as may bedelegated to it by the Board of Directors. The Board of Directors may abolish any committeeestablished by or pursuant to this Section 1 as it may deem advisable. Each such committee willconsist of one or more directors, the exact number being determined from time to time by the Boardof Directors. Designations of the chairman and members of each such committee and, if desired,alternates for members, will be made by the Board of Directors. Each such committee will have asecretary who is designated by its chairman.     **SECTION 2.****Rules and Procedures**     Each committee may fix its own rules and procedures and will meet at such times and places asmay be provided by such rules, by resolution of the committee, or by call of the chairman. Noticeof meeting of each committee, other than of regular meetings provided for by its rules orresolutions, will be given to committee members. The presence of one-third of its members, but notless than two, will constitute a quorum of any committee, and all questions will be decided by amajority vote of the members present at the meeting. All actions taken at each committee meeting will be recorded in minutes of the meeting.
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**ARTICLE V****OFFICERS**     **SECTION 1.****Officers**     The officers of the Company may be a Chairman of the Board of Directors, a Chief ExecutiveOfficer, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents,one or more Vice Presidents, a Treasurer, a Controller, a Secretary, one or more AssistantTreasurers, and one or more Assistant Secretaries, each of whom will be elected by the Board ofDirectors or the stockholders to hold office until his or her successor will have been chosen andwill have qualified. To the extent such officers are approved by the Board of Directors, theirresponsibilities will be as shown in Sections 2 through 6 of this Article V or as may otherwise beprescribed by the Board of Directors or the stockholders from time to time. The Board of Directorsor the stockholders may also elect or appoint such other officers as may be deemed necessary ordesirable, each of whom will have such authority, will perform such duties and will hold office forsuch term as may be prescribed by the Board of Directors or the stockholders from time to time.Any person may hold at one time more than one office.     **SECTION 2.****The Chief Executive Officer**     The Chief Executive Officer, subject to the provisions of these By-Laws and to the directionof the Board of Directors and the Chairman of the Board of Directors, will have ultimate authorityfor decisions relating to the general management and control of the affairs and business of theCompany, will perform all other duties and enjoy all other powers commonly incident to the positionof Chief Executive Officer or which are or from time to time may be delegated to him or her by theBoard of Directors, or which are or may at any time be authorized or required by law. He or shemay redelegate from time to time and to the full extent permitted by law, in writing, to officersor employees of the Company any or all of such duties and powers, and any such redelegation may beeither general or specific. Whenever he or she so delegates any of his or her authority, he or shewill file a copy of the redelegation with the Secretary of the Company.     **SECTION 3.****The President**     The President, subject to the provisions of these By-Laws and to the direction of the Board ofDirectors, the Chairman of the Board of Directors and the Chief Executive Officer, will have suchpowers and will perform such duties as from time to time may be delegated to him by the Board ofDirectors, the Chairman of the Board of Directors and the Chief Executive Officer, or which are ormay at any time be authorized or required by law. In the absence or disability of the Chairman ofthe Board of Directors and the Chief Executive Officer, or in the event of, and during the periodof, a vacancy in those offices, he or she will be the Chief Executive Officer of the Company andwill exercise the powers and perform the duties of the Chairman of the Board of Directors.     **SECTION 4.****Executive Vice Presidents, Senior Vice Presidents and Vice Presidents**     Each of the Executive Vice Presidents, Senior Vice Presidents, and each of the other VicePresidents will have such powers, and perform such duties, as may be delegated to him or her by theBoard of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, or thePresident.     In addition, the Board of Directors may designate one of the Executive Vice Presidents, SeniorVice Presidents, or Vice Presidents as the Chief Financial Officer, who, among his or her
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other powers and duties, will provide and maintain, subject to the direction of the Board ofDirectors, financial and accounting controls over the business and affairs of the Company. Suchoffice will maintain, among others, adequate records of the assets, liabilities and financialtransactions of the Company, and will direct the preparation of financial statements, reports andanalyses. The Chief Financial Officer will perform such other duties and exercise such otherpowers as are incident to such functions, subject to the control of the Board of Directors.     In the absence or disability of the Chairman of the Board of Directors, the Chief ExecutiveOfficer, and the President, any Vice President designated by the Chairman of the Board ofDirectors, or by the Chief Executive Officer if the Chairman of the Board of Directors fails tomake such designation, or by the President if the Chairman of the Board of Directors and the ChiefExecutive Officer have failed to make such designation, will exercise the powers of the Chairman ofthe Board of Directors, Chief Executive Officer, and the President.     **SECTION 5.****Treasurer and Assistant Treasurer**     The Treasurer, subject to the direction of the Board of Directors, will have the care andcustody of the corporate funds and securities. When necessary or proper he or she will endorse onbehalf of the Company, for collection, checks, notes and other obligations, and will deposit allfunds and securities of the Company in such banks or other depositaries as may be designated by theBoard of Directors, or by such directors, officers, or employees as may be authorized by the Boardof Directors so to designate. He or she will perform all acts incident to the office of Treasurer,subject to the control of the Board of Directors. He or she may be required to give a bond for thefaithful discharge of his or her duties, in such sum and upon such conditions as the Board ofDirectors may require.     At the request of the Treasurer, any Assistant Treasurer in the case of the absence orinability to act of the Treasurer, temporarily may act in his or her place. In the case of thedeath of the Treasurer, or in the case of his or her absence or inability to act without havingdesignated an Assistant Treasurer to act temporarily in his or her place, the Assistant Treasurerso to perform the duties of the Treasurer will be designated by the Chairman of the Board ofDirectors, Chief Executive Officer, or the President.     **SECTION 6.****Secretary and Assistant Secretary**     The Secretary will keep the minutes of the meetings of the stockholders and of the Board ofDirectors, and, when required, the minutes of the meetings of the committees, and will beresponsible for the custody of all such minutes. Subject to the direction of the Board ofDirectors, the Secretary will have custody of the stock ledgers and documents of the Company. Heor she will have custody of the corporate seal and will affix and attest such seal to anyinstrument whose execution under seal has been duly authorized. He or she will give notice ofmeetings and, subject to the direction of the Board of Directors, will perform all other duties andenjoy all other powers commonly incident to his or her office.     At the request of the Secretary, any Assistant Secretary, in the case of the absence orinability to act of the Secretary, temporarily may act in his or her place. In the case of thedeath of the Secretary, or in the case of his or her absence or inability to act without havingdesignated an Assistant Secretary to act temporarily in his or her place, the Assistant Secretaryso to perform the duties of the Secretary will be designated by the Chairman of the Board ofDirectors, Chief Executive Officer, or the President.
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**ARTICLE VI****RESIGNATIONS, REMOVALS AND VACANCIES**     **SECTION 1.****Resignations**     Any director, officer or agent of the Company, or any member of any committee may resign atany time by giving written notice to the Board of Directors, to the Chairman of the Board ofDirectors or to the Secretary of the Company. Any such resignation will take effect at the timespecified therein, or if the time be not specified therein, then upon receipt thereof. Theacceptance of such resignation will not be necessary to make it effective.     **SECTION 2.****Removals**     Subject to the Articles of Incorporation, the holders of a majority of the common stock mayremove from office or terminate the employment of any director, officer or agent with or withoutcause; and the Board of Directors, by vote of not less than a majority of the entire Board ofDirectors, may, at any time, remove from office or terminate the employment of any officer, agentor member of any committee.     **SECTION 3.****Vacancies**     Any vacancy in the office of any director, officer or agent through death, resignation,removal, disqualification, increase in the number of directors or other cause may be filled by theBoard of Directors (in the case of vacancies in the Board, by the affirmative vote of a majority ofthe directors then in office, even though less than a quorum remains) or by the holders of recordof a majority of the common stock outstanding, and the person so elected will hold office until hisor her successor will have been elected and will have qualified.**ARTICLE VII****CAPITAL STOCK — DIVIDENDS**     **SECTION 1.****Certificates of Shares**     The certificates for shares of the capital stock of the Company will be in such form, notinconsistent with the Articles of Incorporation, as amended, and will be approved by the Board ofDirectors. The certificates will be signed by the Chairman of the Board of Directors, thePresident or a Vice President, and also by the Treasurer or an Assistant Treasurer, or theSecretary or an Assistant Secretary. Where any stock certificate is signed (1) by a transfer agentor an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the Company and aregistrar, any such officer’s signature may be facsimile.     All certificates will bear the name of the person owning the shares represented thereby, willstate the number of shares represented by such certificate and the date of issue; and suchinformation will be entered in the Company’s original stock ledger.     **SECTION 2.****Addresses of Stockholders**     It will be the duty of every stockholder to notify the Company of his or her post officeaddress and of any change thereof. The latest address furnished by each stockholder will beentered on the original stock ledger of the Company and latest address appearing on such originalstock ledger will be deemed conclusively to be the post office address and the last-known postoffice address of such stockholder. If any stockholder fails tonotify the Company of his or her post office address, it will be sufficient to send corporate notices to such stockholder at theaddress, if any, understood by the Secretary to be his or her post office address, or in theabsence of such address, to such stockholder, at the General Post Office in the City of Wilmington,State of Delaware.
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     **SECTION 3.****Lost, Destroyed or Stolen Certificate**     Any person claiming a stock certificate in lieu of one lost, destroyed or stolen, will givethe Company an affidavit as to his or her ownership of the certificate and of the facts which go toprove that it has been lost, destroyed or stolen. If required by the Board of Directors, he alsowill give the Company a bond, in such form as may be approved by the Board of Directors, sufficientto indemnify the Company against any claim that may be made against it on account of the allegedloss of the certificate or the issuance of a new certificate.     **SECTION 4.****Transfers of Stock**     Upon surrender to the Company or the transfer agent of the Company of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment, or authority totransfer, it will be the duty of the Company to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books.     **SECTION 5.****Closing of Transfer Books**     The Board of Directors will have the power to close the stock transfer books of the Companyfor a period not exceeding fifty (50) days preceding the date of any meeting of stockholders or thedate for payment of any dividend or the date for allotment of rights or the date when any change orconversion or exchange of stock will go into effect, or for a period not exceeding fifty (50) daysin connection with obtaining the consent of the stockholders for any purpose; provided, however,that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix inadvance a date not exceeding fifty (50) days preceding the date of any meeting of stockholders, orthe date for payment of any dividend, or the date for the allotment of rights, or the date when anychange or conversion or exchange of stock will go into effect, or the date in connection withobtaining such consent, as a record date for the determination of the stockholders entitled tonotice of and to vote at any such meeting and any adjournment thereof, or entitled to payment ofany such dividend or to any such allotment of rights or to exercise the rights in respect of anysuch change, or conversion or exchange of stock, or to give consent; and in any such case, suchstockholders, and only such stockholders, as are stockholders of record on the date so fixed, willbe entitled to such notice of and to vote at such meeting and any adjournment thereof or to receivepayment of such dividend or to receive such allotment of rights or to exercise such right or togive such consent, as the case may be, notwithstanding any transfer of any stock on the books ofthe Company after such record date.     **SECTION 6.****Registered Stockholders**     The Company will be entitled to recognize the exclusive right of a person registered on itsbooks as the owner of shares to receive dividends, and to vote as such owner, and to hold liablefor calls and assessments a person registered on its books as the owner of shares, and will not bebound to recognize any equitable or other claim to or interest in such share or shares on the partof any other person, whether or not it has express or other notice thereof, except as otherwiseprovided by the Delaware General Corporation Law.     **SECTION 7.****Regulations**     The Board of Directors will have power and authority to make all such rules and regulationsnot inconsistent with any of the provisions of the Articles of Incorporation as it may deemexpedient, concerning the issue, transfer, and registration of certificates for shares of the stock of the Company.
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**ARTICLE VIII****CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.**     **SECTION 1.****Execution of Contracts**     Except as otherwise provided by law or in the By-Laws, all contracts or other instruments,authorized by the Board of Directors either generally or particularly, may be executed anddelivered in the name of and on behalf of the Company by the Chairman of the Board of Directors,the Chief Executive Officer, the President, any Vice President, the Treasurer, any AssistantTreasurer, the Secretary or any Assistant Secretary. The Board of Directors, however, mayauthorize any other officer or officers, agent or agents, in the name of and on behalf of theCompany, to enter into any contract or to execute and deliver any instrument, and such authoritymay be general or confined to particular instances. Unless authorized by the Board of Directors orexpressly authorized by the By-Laws, no officer, employee or agent will have any power or authorityto bind the Company by any contract or engagement or to pledge its credit or to render itpecuniarily liable for any purpose or to any amount.     **SECTION 2.****Checks, Drafts, Etc****.**     Except as otherwise provided by these By-Laws all checks, drafts, notes, bonds, bills ofexchange and other orders for the payment of moneys out of the funds of the Company will be signedon behalf of the Company in such manner as from time to time be determined by resolution of theBoard of Directors.**ARTICLE IX****FISCAL YEAR**     The fiscal year of the Company will be the calendar year.**ARTICLE X****MISCELLANEOUS**     **SECTION 1.****Notices and Waivers Thereof**     Whenever any notice is required by these By-Laws or by the Articles of Incorporation, asamended, or by the Delaware General Corporation Law to be given to any stockholder, director orofficer, such notice, except as otherwise provided by the laws of the State of Delaware, may begiven personally or by telephone, or be given by facsimile transmission or other form of recordedcommunication, including email, addressed to such stockholder at the address set forth as providedin Section 2 of Article VII or to such other address known to the Company, including email address,or to such director or officer at his or her Company location, if any, or at such address asappears on the books of the Company, or the notice may be given in writing by depositing the samein a post office, or in a regularly maintained letter box, in a postpaid, sealed wrapper addressedto such stockholder at the address set forth in Section 2 of Article VII, or to such director orofficer at his or her Company location, if any, or such address as appears on the books of theCompany, or, in the case of a director or officer who is an officer or employee of the Company orof Ford Motor Company, or of any subsidiary of either, the notice may be given in writing bydelivering the same to the office of such director or officer at such company.
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Any notice given byfacsimile transmission or other form of recorded communication, including email, will be deemed to have been given when it has been transmitted; any notice given by mail will be deemedto have been given when it is mailed; and any notice given by delivery to such office of a directoror officer will be deemed to have been given when so delivered. A waiver of any such notice inwriting, including by facsimile transmission or email, signed or dispatched by the person entitledto such notice or by his or her duly authorized attorney, whether before or after the time statedtherein, will be deemed the equivalent thereof and the presence at any meeting of any personentitled to notice thereof will be deemed a waiver of such notice as to such person.     **SECTION 2.****Voting upon Stocks**     The Board of Directors (whose authorization in this connection will be necessary in all cases)may from time to time appoint an attorney or attorneys or agent or agents of the Company, or may atany time or from time to time authorize the Chairman of the Board of Directors, the Chief ExecutiveOfficer, the President, any Vice President, the Treasurer or the Secretary to appoint an attorneyor attorneys or agent or agents of the Company, in the name and on behalf of the Company, to castthe votes which the Company may be entitled to cast as a stockholder or otherwise in any othercorporation or association, any of the stock or securities of which may be held by the Company, atmeetings of the holders of the stock or other securities of such other corporation or association,or to consent in writing to any action by any such other corporation or association, and the Boardof Directors or any aforesaid officer so authorized may instruct the person or persons so appointedas to the manner of casting such votes or giving such consent, and the Board of Directors or anyaforesaid officer so authorized may from time to time authorize the execution and delivery, onbehalf of the Company and under its corporate seal, or otherwise, of such written proxies,consents, waivers or other instruments as may be deemed necessary or proper in the premises.**ARTICLE XI****AMENDMENTS**     Subject to the Articles of Incorporation, the Board of Directors has the power to make, alter,amend or repeal the By-Laws of the Company by vote of not less than a majority of the entire Boardat any meeting of the Board and the holders of common stock will have power to make, alter, amendor repeal the By-Laws at any regular or special meeting, if the substance of such amendment becontained in the notice of such meeting of the Board, or of such meeting of stockholders, as thecase may be.
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