Exhibit 3.2
BYLAWS
OF
CNH Industrial south dakota, inc.
ARTICLE
I
Stockholders
Section 1.1. Annual
Meetings. An annual meeting of stockholders of CNH Industrial South Dakota, Inc. (the “Corporation”) for the election
of directors and for the transaction of any other proper business shall be held at such date, time and place (either within or without
the State of South Dakota) or may not be held at any place, but may instead be held solely by means of remote communication, as may be
designated by the Corporation’s board of directors (the “Board of Directors”) from time to time.
Section 1.2. Special
Meetings. Special meetings of stockholders of the Corporation (a) may be called at any time by the president of the Corporation
(the “President”), or the Board of Directors, to be held at such date, time and place (either within or without the
State of South Dakota) or may not be held at any place, but may instead be held solely by means of remote communication, as may be stated
in the notice of the meeting, and (b) shall be called by the secretary of the Corporation (the “Secretary”) upon
the written request, stating the purpose of the meeting, of stockholders of the Corporation who together own of record a majority of
the outstanding shares of each class of stock of the Corporation entitled to vote at such meeting.
Section 1.3. Notice
of Meetings.
(a) Whenever
stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall be given
stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders of the Corporation
and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders of
the Corporation entitled to vote at the meeting, if such date is different from the record date for determining stockholders of the Corporation
entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by applicable law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before
the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting as of the record date for determining
the stockholders of the Corporation entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder of the Corporation at such stockholder’s address as it
appears on the records of the Corporation.
Section 1.4. Adjournments
and Postponements.
(a) Subject
to applicable law, any meeting of stockholders of the Corporation, annual or special, may be adjourned from time to time, to reconvene
at the same or some other place, if any, thereof, and the means of remote communications, if any, and notice
need not
be given of any such adjourned meeting if the time and place and/or means of remote communication (as applicable) thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have
been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of the Corporation of record
entitled to vote at such meeting.
(b) In
addition, subject to applicable law, any meeting of stockholders of the Corporation, annual or special, may be postponed by the Board
of Directors at any time before such meeting has been convened, and such postponement shall be considered a cancellation of the originally
noticed meeting. Notice of the postponed meeting shall be given to each stockholder of the Corporation of record entitled to vote at
the meeting.
Section 1.5. Quorum.
(a) At
each meeting of stockholders of the Corporation, except where otherwise provided by applicable law or the articles of incorporation,
as may be amended, restated or amended and restated from time to time in accordance with its terms and applicable law (the “Charter”)
or these Bylaws, the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote on a matter
at the meeting, present in person or represented by proxy, shall constitute a quorum. In the absence of a quorum of the holders of any
class of stock of the Corporation entitled to vote on a matter, either (i) the holders of such class so present or represented may,
by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4(a) of these Bylaws until
a quorum of such class shall be so present or represented or (ii) the chairperson of the meeting may on his or her own motion adjourn
the meeting from time to time in the manner provided by Section 1.4(a) of these Bylaws until a quorum of such class shall be so present
and represented without the approval of the stockholders of the Corporation who are present in person or represented by proxy and entitled
to vote, without notice other than announcement at the meeting.
(b) Shares
of the Corporation’s own capital stock belonging, on the record date for determining stockholders of the Corporation entitled to
vote at the meeting, to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors
of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization.
Meetings of stockholders of the Corporation shall be presided over by the President or, in the absence of the President or if the President
is unable to act, by a vice president of the Corporation or, in the absence of the foregoing persons or if the foregoing persons are
unable to act, by a chairperson designated by the Board of Directors or, in the absence of such designation or if such designee is unable
to act, by a chairperson chosen at the meeting. The Secretary or, in the absence of the Secretary or if the Secretary is unable to act,
an assistant secretary of the Corporation, shall act as secretary of the meeting, but in the absence of the Secretary and any assistant
secretary of the Corporation or if neither is able to act, the
chairperson of the
meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined
by the chairperson of the meeting. The chairperson of the meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or
comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof
and the opening and closing of the voting polls.
Section 1.7. Voting;
Proxies.
(a) Unless
otherwise provided in the Charter, each stockholder of the Corporation entitled to vote at any meeting of stockholders of the Corporation
shall be entitled to one vote for each share of capital stock of the Corporation held by such stockholder who has voting power upon the
matter in question.
(b) Each
stockholder of the Corporation entitled to vote at a meeting of stockholders of the Corporation or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after 11 months from its date, unless the proxy provides for a longer period.
(c) A
duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the
stock itself or an interest in the Corporation generally; provided, however, that a stockholder of the Corporation may
revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date with the Secretary. Voting at meetings of stockholders of the Corporation
need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all
classes of stock of the Corporation entitled to vote thereon present in person or represented by proxy at such meeting shall so determine.
(d) Directors
shall be elected by a plurality of the votes of the shares of the Corporation present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. In all other matters, unless otherwise provided by applicable law or by the Charter
or these Bylaws, the affirmative vote of the holders of a majority of the shares of the Corporation present in person or represented
by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders of the Corporation.
Section 1.8. Fixing
Date for Determination of Stockholders of Record.
(a) In
order that the Corporation may determine the stockholders of the Corporation entitled to notice of any meeting of stockholders of the
Corporation or any adjournment thereof or, if necessary, any postponement thereof effected pursuant to Section 1.4(a) of these Bylaws,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of
Directors,
and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes
a date, such date shall also be the record date for determining the stockholders of the Corporation entitled to vote at such meeting
unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting
shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining
stockholders of the Corporation entitled to notice of and to vote at a meeting of stockholders of the Corporation shall be at the close
of business in the State of South Dakota on the day next preceding the day on which notice is given, or, if notice is waived, at the
close of business in the State of South Dakota on the day next preceding the day on which the meeting is held. A determination of stockholders
of the Corporation of record entitled to notice of or to vote at a meeting of stockholders of the Corporation shall apply to any adjournment
of the meeting or, if necessary, any postponement of the meeting effected pursuant to Section 1.4(a) of these Bylaws; provided,
however, that the Board of Directors may fix a new record date for determination of stockholders of the Corporation entitled to
vote at the adjourned or, if necessary, any postponed meeting, and in such case shall also fix as the record date for stockholders of
the Corporation entitled to notice of such adjourned or postponed meeting the same or an earlier date as that fixed for determination
of stockholders of the Corporation entitled to vote in accordance with the foregoing provisions of this Section 1.8 at the adjourned
or postponed meeting.
(b) In
order that the Corporation may determine the stockholders of the Corporation entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date
for determining stockholders of the Corporation entitled to consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of South Dakota,
to its principal place of business, to an officer or agent of the Corporation having custody of the book in which proceedings of meetings
of stockholders of the Corporation are recorded or otherwise (taking into account any processes and procedures instituted by the Corporation
pursuant to Section 8.5 of these Bylaws). Delivery made to the Corporation’s registered office shall be by hand or by certified
or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board
of Directors is required by applicable law, the record date for determining stockholders of the Corporation entitled to consent to corporate
action in writing without a meeting shall be at the close of business in the State of South Dakota on the day on which the Board of Directors
adopts the resolution taking such prior action.
(c) In
order that the Corporation may determine the stockholders of the Corporation entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to the
effectiveness
of such action. If no record date is fixed, the record date for determining stockholders of the Corporation for any such purpose shall
be at the close of business in the State of South Dakota on the day on which the Board of Directors adopts the resolution relating thereto.
Section 1.9. List
of Stockholders Entitled to Vote. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group,
and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The
shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held.
Section 1.10. Consent
of Stockholders in Lieu of Meeting.
(a) Unless
otherwise provided in the Charter, any action required by applicable law to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares of the Corporation entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery (i) to its registered office in the State of South Dakota by hand or by certified mail
or registered mail, return receipt requested, (ii) to its principal place of business, (iii) to an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders of the Corporation are recorded or (iv) otherwise
(taking into account any processes and procedures instituted by the Corporation pursuant to Section 8.5 of these Bylaws).
(b) No
written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number
of holders to take action are delivered to the Corporation in the manner required by this Section 1.10 within 60 days of the first date
on which a written consent is so delivered to the Corporation.
(c) A
telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder of the Corporation
or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written and signed
for the purposes of this Section 1.10; provided, that any such telegram, cablegram or other electronic transmission sets forth
or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission
was transmitted by the stockholder of the Corporation or proxyholder or by a person or persons authorized to act for the stockholder
or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram,
cablegram or electronic transmission. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper
form and
until such paper form shall be delivered to the Corporation by delivery (A) to its registered office in the State of South Dakota
by hand or by certified or registered mail, return receipt requested, (B) to its principal place of business, (C) to an officer
or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded or (D) otherwise
(taking into account any processes and procedures instituted by the Corporation pursuant to Section 8.5 of these Bylaws). Notwithstanding
the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered
to the principal place of business of the Corporation, to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded or otherwise (taking into account any processes and procedures instituted by the
Corporation pursuant to Section 8.5 of these Bylaws) if, to the extent and in the manner provided by resolution of the Board of Directors,
these Bylaws or the Charter. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in
lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile
or other reproduction shall be a complete reproduction of the entire original writing.
(d) Prompt
notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders
who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the
action were delivered to the Corporation as provided in this Section 1.10.
(e) Any
person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at
a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or
such provision is made, if evidence of such instruction or provision is provided to the Corporation. Unless otherwise provided, any such
consent shall be revocable prior to its becoming effective.
ARTICLE
II
Board of Directors
Section 2.1. Powers;
Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors,
except as may be otherwise provided by applicable law or the Charter. The Board of Directors shall consist of one or more members (each
of whom shall be a natural person), the number thereof to be determined from time to time by the Board of Directors. Directors need not
be stockholders of the Corporation.
Section 2.2. Election;
Term of Office; Death; Resignation; Removal; Vacancies.
(a) Each
director shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary. Such resignation
shall be effective when it is delivered unless the resignation specifies a later effective date or an effectiveness determined upon the
happening of an event or events, in which case it shall be effective at such later date or upon the happening of such event or events,
and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.
(b) Any
director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of the Corporation
then entitled to vote at an election of directors.
(c) Unless
otherwise provided in the Charter or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders of the Corporation having the right to vote as a single class or from any other
cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any
director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders of the Corporation
and his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
Section 2.3. Regular
Meetings. Subject to Section 2.5 of these Bylaws, regular meetings of the Board of Directors may be held at such places within or
without the State of South Dakota and at such times as the Board of Directors may from time to time determine, and if so determined notice
thereof need not be given.
Section 2.4. Special
Meetings. Subject to Section 2.5 of these Bylaws, special meetings of the Board of Directors may be held at any time or place within
or without the State of South Dakota whenever called by the Chair, if any, the Vice Chair, if any, the President or by any two directors.
Reasonable notice thereof shall be given by the person or persons calling the meeting.
Section 2.5. Participation
in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the Charter or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or of such committee,
as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this Section 2.5 shall constitute presence in person at such
meeting.
Section 2.6. Quorum;
Vote Required for Action. Unless the Charter provides otherwise, at all meetings of the Board of Directors, one-third of the entire
Board of Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors unless the Charter or these Bylaws shall require a vote of a
greater number. In case at any
meeting of the Board
of Directors a quorum shall not be present, the members of the Board of Directors present may adjourn the meeting from time to time until
a quorum shall be present.
Section 2.7. Organization.
Meetings of the Board of Directors shall be presided over by the President or if the President is unable to act, by a vice president
of the Corporation or, in the absence of the foregoing persons or if the foregoing persons are unable to act, by a chairperson designated
by the Board of Directors at the meeting. The Secretary or, in the absence of the Secretary or if the Secretary is unable to act, an
assistant secretary of the Corporation, shall act as secretary of the meeting, but in the absence of the Secretary and any assistant
secretary of the Corporation, the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8. Action
by Directors Without a Meeting. Unless otherwise restricted by the Charter or these Bylaws, any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board
of Directors or of such committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings
or electronic transmission or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that
a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60
days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this
Section 2.8 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such
consent shall be revocable prior to its becoming effective.
Section 2.9. Compensation
of Directors. Unless otherwise restricted by the Charter or these Bylaws, the Board of Directors shall have the authority to fix
the compensation of directors.
ARTICLE
III
Committees
Section 3.1. Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the
Corporation (if any) to
be affixed to all
papers that may require it, but no such committee shall have the power or authority in reference to the following matters: (a) approving
or adopting, or recommending to the stockholders of the Corporation, any action or matter (other than the election or removal of directors)
expressly required by applicable law to be submitted to stockholders of the Corporation for approval; (b) adopting, amending or
repealing these Bylaws; or (c) removing or indemnifying directors.
Section 3.2. Committee
Rules; Quorum. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend
or repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules
of such committee to the contrary, a majority of the directors then serving on such committee shall constitute a quorum for the transaction
of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be
the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors
conducts its business pursuant to ARTICLE II of these Bylaws.
ARTICLE
IV
Officers
Section 4.1. Officers;
Election. From time to time, the Board of Directors shall elect a President and a Secretary. The Board of Directors may also elect
one or more vice presidents, one or more assistant vice presidents, one or more assistant secretaries, a treasurer or one or more assistant
treasurers or such other officers of the Corporation as the Board of Directors may deem desirable and may give any of them such further
designations or alternate titles as it considers desirable. Any number of offices of the Corporation may be held by the same person unless
the Charter or these Bylaws provide otherwise. The election of an officer of the Corporation shall not in and of itself create any contractual
rights.
Section 4.2. Term
of Office; Death; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing
any officer of the Corporation, each officer of the Corporation shall hold office until his or her successor is elected and qualified
or until his or her earlier death, resignation or removal. Any officer of the Corporation may resign at any time upon written notice
to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall be effective when it is delivered
unless the resignation specifies a later effective date or an effectiveness determined upon the happening of an event or events, in which
case it shall be effective at such later date or upon the happening of such event or events, and unless otherwise specified therein,
no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any officer of the Corporation
with or without cause at any time. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise
may be filled by the Board of Directors at any regular or special meeting.
Section 4.3. Powers
and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated
in these Bylaws
or in a resolution
of the Board of Directors that is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board of Directors. The Secretary shall have the duty to record the proceedings of
the meetings of the stockholders of the Corporation, the Board of Directors and any committees in a book to be kept for that purpose.
Unless otherwise required by applicable law, all contracts or other agreements, understandings, arrangements or instruments of the Corporation
shall be executed on behalf of the Corporation by the President or any vice president of the Corporation, such other employee of the
Corporation authorized in writing by the President or any vice president of the Corporation, with such limitations or restrictions as
may be authorized by the Board of Directors. In case any officer is absent, or for any other reason that the Board of Directors may deem
necessary or desirable, the President or the Board of Directors may delegate for the time being the powers or duties of such officer
to any other officer or to any director. The Board of Directors may require any employee of the Corporation (including, without limitation,
any officer of the Corporation) or any agent of the Corporation to give security for the faithful performance of his or her duties.
ARTICLE
V
Stock
Section 5.1. Stock
Certificates. The shares of stock in the Corporation shall be represented by certificates; provided that the Board of Directors
may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated
shares. Any such resolution shall not apply to shares of the Corporation represented by a certificate theretofore issued until such certificate
is surrendered to the Corporation. Notwithstanding the adoption of such a resolution or resolutions by the Board of Directors, every
holder of stock of the Corporation represented by certificates shall be entitled to have a certificate signed by or in the name of the
Corporation by any two authorized officers of the Corporation, representing the number of shares of stock in the Corporation owned by
such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile or other reliable reproduction. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. Except as otherwise expressly provided by applicable law, the rights and obligations
of the holders of uncertificated shares of the Corporation and the rights and obligations of the holders of certificates representing
stock of the same class and series of stock of the Corporation shall be identical.
Section 5.2. Lost,
Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or, if
applicable, uncertificated shares of the Corporation in the place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal
representative, to give the Corporation
a bond sufficient
to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate or uncertificated shares.
ARTICLE
VI
Indemnification
Section 6.1. Actions,
Suits or Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including all appeals, (other than an action by or in the right of the Corporation) by reason of the
fact that the person is or was or has agreed to become a director or officer of the Corporation, or is or was serving or had agreed to
serve at the request of the Corporation as a director or officer of another corporation (including a subsidiary of the corporation, or
subsidiaries of subsidiaries), partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines, penalties
and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he or she (a) acted in good faith, (b) reasonably believed (i) in the case of conduct
in an official capacity, that the conduct was in the best interests of the Corporation, and (ii) in all other cases, that such conduct
was at least not opposed to the best interests of the Corporation, and (c) in the case of any criminal proceeding, had no reasonable
cause to believe such conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the standards described
herein.
Section 6.2. Actions
or Suits by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, including all appeals, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that the person is or was or has agreed to become a director or
officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of
another corporation (including a subsidiary of the corporation or subsidiaries of subsidiaries), partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses
(including attorneys’ fees) actually and reasonably incurred by him or her or on his or her behalf in connection with the defense
or settlement of such action or suit and any appeal therefrom, if he or she (a) acted in good faith, (b) reasonably believed (i) in
the case of conduct in an official capacity, that the conduct was in the best interests of the Corporation, and (ii) in all other
cases, that such conduct was at least not opposed to the best interests of the Corporation, and (c) in the case of any criminal proceeding,
had no reasonable cause to believe such conduct was unlawful. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet
the standards described herein.
Section 6.3. Indemnification
for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this ARTICLE VI, to the extent that
a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Section 6.1 and Section 6.2 of this ARTICLE VI, or in defense
of any claim, issue or matter therein, he or she shall be indemnified against all costs, charges and expenses (including attorneys’
fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
Section 6.4. Determination
of Right to Indemnification. Any indemnification under Section 6.1 and Section 6.2 of this ARTICLE VI (unless ordered by a court)
shall be paid by the Corporation unless a determination is made (a) by the Board of Directors, (b) by independent legal counsel selected
by the Board of Directors, or (c) by the shareholders, that indemnification of the director or officer is not proper in the circumstances
because he has not met the applicable standard of conduct set forth in Section 6.1 and Section 6.2 of this ARTICLE VI.
Section 6.5. Advance
of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in
Section 6.1 and Section 6.2 of this ARTICLE VI in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and
expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit
or proceeding shall be made only upon receipt of (a) a written affirmation of the director’s or officer’s good faith that
he or she has met the relevant standard of conduct under Section 6.1 and Section 6.2 of this ARTICLE VI, and (b) a written undertaking
by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as authorized in this ARTICLE VI. Such costs, charges
and expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the majority of the directors
deems appropriate. The majority of the directors may, in the manner set forth above, and upon approval of such director or officer
of the Corporation, authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.
Section 6.6. Procedure
of Indemnification. Any indemnification under Section 6.1 and Section 6.2 or advance of costs, charges and expenses under Section
6.5 of this ARTICLE VI shall be made promptly, and in any event within 60 days, upon the written request of the director or officer.
The right to indemnification or advances as granted by this ARTICLE VI shall be enforceable by the director or officer in any court of
competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days.
Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in
whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than
an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.5 of this ARTICLE VI where the required
undertaking, if any, has been received by the Corporation)
that the claimant
has not met the standard of conduct set forth in Section 6.1 and Section 6.2 of this ARTICLE VI, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and
its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper
in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.1 and Section 6.2 of this ARTICLE
VI, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standards of conduct.
Section 6.7. Settlement.
The Corporation shall not be obligated to reimburse the costs of any settlement to which it has not agreed. If in any action, suit or
proceeding, including any appeal, within the scope of Section 6.1 and Section 6.2 of this ARTICLE VI, the person to be indemnified shall
have unreasonably failed to enter into a settlement thereof offered or assented to by the opposing party or parties in such action,
suit or proceeding, then, notwithstanding any other provision hereof, the indemnification obligation of the Corporation to such
person in connection with such action, suit or proceeding shall not exceed the total of the amount at which settlement could have been
made and the expenses incurred by such person prior to the time such settlement could reasonably have been effected.
Section 6.8. Subsequent
Amendment. No amendment, termination or repeal of this ARTICLE VI or of relevant provisions of the South Dakota corporation law or
any other applicable laws shall affect or diminish in any way the rights of any director or officer of the Corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions
or facts occurring prior to the final adoption of such amendment, termination or repeal.
Section 6.9. Other
Rights, Continuation of Right to Indemnification. The indemnification provided by this ARTICLE VI shall not be deemed exclusive of
any other rights to which a director, officer, employee or agent seeking indemnification may be entitled under any law (common or statutory),
agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as
to action in any other capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue
as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the estate, heirs, executors
and administrators of such person. All rights to indemnification under this ARTICLE VI shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or served in such capacity at any time while this ARTICLE VI is in effect.
This ARTICLE VI shall be binding upon any successor corporation to this Corporation, whether by way of acquisition, merger, consolidation
or otherwise.
Section 6.10. Savings
Clause. If this ARTICLE VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director or officer of the Corporation as to any costs, charges, expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative,
including an action
by or in the right of the Corporation, to the full extent permitted by any applicable portion of this ARTICLE VI that shall not have
been invalidated and to the full extent permitted by applicable law.
Section 6.11. Subsequent
Litigation. If the South Dakota law is amended after the adoption of this ARTICLE VI to further expand the indemnification permitted
to directors and officers of the Corporation, then the Corporation shall indemnify such persons to the fullest extent permitted by the
South Dakota law, as so amended.
ARTICLE
VII
Contracts, Loans, Checks and Deposits
Section 7.1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 7.3. Checks,
Drafts, etc.. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
Section 7.4. Deposits
and Investments. 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 depositories as the Board of Directors or officers of the Corporation designated by the Board
of Directors may select; or be invested as authorized by the Board of Directors. Such authority may be general or confined to specific
instances.
ARTICLE
VIII
Miscellaneous
Section 8.1. Fiscal
Year. The fiscal year of the Corporation shall be determined by the Board of Directors.
Section 8.2. Seal.
The Corporation may have a corporate seal that shall have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
Section 8.3. Waiver
of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given under applicable law or
any provision of the Charter or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders
of the Corporation, directors or members of a committee of directors of the Corporation need be specified in any written waiver of notice
unless so required by the Charter or these Bylaws.
Section 8.4. Interested
Directors; Quorum. No contract or other agreement, understanding, arrangement or instrument or transaction between the Corporation
and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or officers or equivalents, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting
of the Board of Directors or committee thereof that authorizes the contract or other agreement, understandings arrangement or instrument
or transaction, or solely because his or her or their votes are counted for such purpose, if: (a) the material facts as to his or
her relationship or interest and as to the contract or other agreement, understanding, arrangement or instrument or transaction are disclosed
or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract
or other agreement, understanding, arrangement or instruments or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his or her relationship or
interest and as to the contract or other agreement, understanding, arrangement or instruments or transaction are disclosed or are known
to the stockholders of the Corporation entitled to vote thereon, and the contract or other agreement, understanding, arrangement or instruments
or transaction is specifically approved in good faith by vote of the stockholders of the Corporation; or (c) the contract or other
agreement, understanding, arrangement or instruments or transaction is fair as to the Corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee thereof or the stockholders of the Corporation. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract
or other agreement, understanding, arrangement or instruments or transaction.
Section 8.5. Form
of Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its record
of shareholders (as required to be kept pursuant to Section 47-1A-1601 of the South Dakota Business Corporation Act (the “SDBCA”)),
books of account, and minute books, may be kept on, or be in the form of, any information storage device or method, or one or more electronic
networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept
can be converted into clearly legible form within a reasonable time, and with respect to the record of shareholders, that the records
so kept satisfy the requirements of Section 47-1A-1601 of the SDBCA. The Corporation shall so convert any records so kept upon the request
of any person entitled by law to inspect such records in accordance with law.
Section 8.6. Conflict
with Applicable Law or Articles of Incorporation. These Bylaws are adopted subject to any applicable law and the Charter. Whenever
these Bylaws may conflict with any applicable law or the Charter, such conflict shall be resolved in favor of such law or the Charter,
as applicable.
Section 8.7. Amendment
or Repeal. These Bylaws may be adopted, amended or repealed, or new bylaws adopted, by the Board of Directors. The stockholders of
may adopt additional bylaws and may adopt, amend or repeal any bylaw whether or not originally adopted by them.
