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GENERAL MOTORS CORPORATION
 
 BYLAWS
 As of October 3, 2006




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GENERAL MOTORS CORPORATION
 BYLAWS
 INDEX
 PageARTICLE IMEETINGS OF STOCKHOLDERS1.1. Annual Meetings
    
    
    31.2. Special Meetings
    
    
    31.3. Notice of Meetings
    
    
    31.4. List of Stockholders Entitled to Vote
    
    
    31.5. Quorum
    
    
    31.6. Conduct of Meeting
    
    
    41.7. Voting; Proxies
    
    
    41.8. Fixing Date for Determination of Stockholders of Record
    
    
    41.9. Adjournments
    
    
    41.10. Judges
    
    
    51.11. Notice of Stockholder Nomination and Stockholder Business
    
    
    51.12. Stockholder Action by Written Consent
    
    
    6ARTICLE II  BOARD OF DIRECTORS2.1. Responsibility and Number
    
    
    92.2. Election; Resignation; Vacancies
    
    
    92.3. Regular Meetings
    
    
    112.4. Special Meetings
    
    
    112.5. Quorum; Vote Required for Action
    
    
    112.6. Conduct of Meeting
    
    
    112.7. Transactions with Corporation
    
    
    122.8. Ratification
    
    
    122.9. Written Action by Directors
    
    
    132.10. Telephonic Meetings Permitted
    
    
    132.11. Independent Directors
    
    
    132.12. Access to Books and Records
    
    
    13ARTICLE III  COMMITTEES3.1. Committees of the Board of Directors
    
    
    133.2. Election; Vacancies; Independence
    
    
    143.3. Procedure; Quorum
    
    
    143.4. Investment Funds Committee
    
    
    143.5. Audit Committee
    
    
    153.6. Executive Compensation Committee
    
    
    153.7. Public Policy Committee
    
    
    153.8. Directors and Corporate Governance Committee
    
    
    15
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PageARTICLE IV  OFFICERS4.1. Election of Officers
    
    
    164.2. Chief Executive Officer
    
    
    164.3. President
    
    
    164.4. Vice Chairman of the Corporation
    
    
    164.5. Chief Financial Officer
    
    
    174.6. Treasurer
    
    
    174.7. Secretary
    
    
    174.8. Controller
    
    
    174.9. General Counsel
    
    
    174.10. General Auditor
    
    
    174.11. Chief Tax Officer
    
    
    174.12. Subordinate Officers
    
    
    184.13. Resignation; Removal; Suspension; Vacancies
    
    
    18ARTICLE V  INDEMNIFICATION5.1. Right to Indemnification of Directors and Officers
    
    
    185.2. Advancement of Expenses of Directors and Officers
    
    
    195.3. Claims by Officers or Directors
    
    
    195.4. Indemnification of Employees
    
    
    195.5. Advancement of Expenses of Employees
    
    
    205.6. Non-Exclusivity of Rights
    
    
    205.7. Other Indemnification
    
    
    205.8. Insurance
    
    
    205.9. Amendment or Repeal
    
    
    20ARTICLE VI  MISCELLANEOUS6.1. Prohibition on Certain Stock Purchases
    
    
    216.2. Seal
    
    
    226.3. Fiscal Year
    
    
    226.4. Notice
    
    
    226.5. Waiver of Notice
    
    
    226.6. Voting of Stock Owned by the Corporation
    
    
    236.7. Form of Records
    
    
    236.8. Offices
    
    
    236.9. Amendment of Bylaws
    
    
    236.10. Gender Pronouns
    
    
    23DEFINITION OF CERTAIN TERMS USED IN BYLAW 6.1
    
    
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GENERAL MOTORS CORPORATION
BYLAWS
 ARTICLE I
MEETINGS OF STOCKHOLDERS
 1.1. Annual Meetings.
  1.2. Special Meetings.
  1.3. Notice of Meetings.
  1.4. List of Stockholders Entitled to Vote.
  1.5. Quorum.
  3




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1.6. Conduct of Meeting.
  1.7. Voting; Proxies.
  1.8. Fixing Date for Determination of Stockholders of Record.
  1.9. Adjournments.
  4




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1.10. Judges.
  1.11. Notice of Stockholder Nomination and Stockholder Business.
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1.12. Stockholder Action by Written Consent.
 Request for Record Date
 Notice Requirements
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Date of Consent
 Delivery of Consent
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Effectiveness of Consent
 Challenge to Validity of Consent
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ARTICLE II
 BOARD OF DIRECTORS
 2.1. Responsibility and Number.
  2.2. Election; Resignation; Vacancies.
 Term
 Majority Voting
 Contested Elections
 Resignation and Replacement of Unsuccessful Incumbents
 (i)
    
    In order for any incumbent director to become a nominee of the board for
further service on the board, such person must submit an irrevocable resignation,
contingent (i) on that person not receiving more than 50% of the votes cast, and (ii)
acceptance of that resignation by the board in accordance with policies and procedures
adopted by the board for such purposes.(ii)
    
    A resignation that becomes effective if and when the director fails to
receive a specified vote for re-election as a director shall provide that it is
irrevocable.
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(iii)
    
    The board of directors, acting on the recommendation of the directors and
corporate governance committee, shall within 90 days of receiving the certified vote
pertaining to such election, determine whether to accept the resignation of the
unsuccessful incumbent. Absent a determination by the board of directors that a
compelling reason exists for concluding that it is in the best interests of the
Corporation for an unsuccessful incumbent to remain as a director, no such person
shall be elected by the board to serve as a director, and the board shall accept that
persons resignation.(iv)
    
    If the board determines to accept the resignation of an unsuccessful
incumbent, the directors and corporate governance committee shall promptly recommend a
candidate to the board of directors to fill the office formerly held by the
unsuccessful incumbent.(v)
    
    The board of directors shall promptly consider and act upon the directors and
corporate governance committees recommendation. The committee, in making this
recommendation and the board, in acting on such recommendation, may consider any
factors or other information that they determine appropriate and relevant.(vi)
    
    The directors and corporate governance committee and the board of directors
shall take the actions required under this paragraph (d) without the participation of
any unsuccessful incumbent except that:
 a.
    
    If every member of the directors and corporate governance
committee is an unsuccessful incumbent, the Independent Directors (as defined
in section 2.11) who are not unsuccessful incumbents shall name a committee
comprised of some or all of the Independent Directors to make recommendations
under this subsection to the board; andb.
    
    If the number of independent directors who are not
unsuccessful incumbents is three or fewer, all directors may participate in
the decisions under this paragraph (d).
 Acceptance of a Directors Resignation
 Resignation
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Filling a Vacancy
 2.3. Regular Meetings.
  2.4. Special Meetings.
  2.5. Quorum; Vote Required for Action.
  2.6. Conduct of Meeting.
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2.7. Transactions with Corporation.
   2.8. Ratification.
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2.9. Written Action by Directors.
  2.10. Telephonic Meetings Permitted.
  2.11. Independent Directors.
    2.12 Access to Books and Records.
  ARTICLE III
 COMMITTEES
 3.1. Committees of the Board of Directors.
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3.2. Election; Vacancies; Independence.
  3.3. Procedure; Quorum.
   3.4. Investment Funds Committee.
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3.5. Audit Committee.
  3.6. Executive Compensation Committee.
   3.7. Public Policy Committee .
  3.8. Directors and Corporate Governance Committee .
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ARTICLE IV
OFFICERS
 4.1. Election of Officers.
  4.2. Chief Executive Officer.
   4.3. President.
  4.4. Vice Chairman of the Corporation.
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4.5. Chief Financial Officer.
  4.6. Treasurer.
  4.7. Secretary.
  4.8. Controller.
  4.9. General Counsel.
  4.10. General Auditor.
  4.11. Chief Tax Officer.
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4.12. Subordinate Officers.
  4.13. Resignation; Removal; Suspension; Vacancies.
     ARTICLE V
 INDEMNIFICATION
 5.1. Right to Indemnification of Directors and Officers.
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5.2. Advancement of Expenses of Directors and Officers.
  5.3. Claims by Officers or Directors.
  5.4. Indemnification of Employees.
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5.5. Advancement of Expenses of Employees.
  5.6. Non-Exclusivity of Rights.
  5.7. Other Indemnification.
  5.8. Insurance.
  5.9. Amendment or Repeal.
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ARTICLE VI
MISCELLANEOUS
 6.1. Prohibition on Certain Stock Purchases.
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6.2. Seal.
  6.3. Fiscal Year.
  6.4. Notice.
  6.5. Waiver of Notice.
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6.6. Voting of Stock Owned by the Corporation.
  6.7. Form of Records.
  6.8. Offices.
  6.9. Amendment of Bylaws.
  6.10. Gender Pronouns.
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DEFINITION OF CERTAIN TERMS
USED IN BYLAW 6.1
OF
GENERAL MOTORS CORPORATION
   Beneficial Owner Beneficial Ownership
 GM Equity Security
 Interested Person
 Market Price
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Person
 Subsidiary
 Voting Shares