EX-4.2 3 hdfsofficerscertificateapr.htm EX-4.2
HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
Assistant Secretary's Certificate
The undersigned certifies that he is the Vice President, General Counsel, and Secretary of Harley-Davidson Financial Services, Inc. (“HDFS” or the "Issuer"), and that as such is duly authorized to execute and deliver this certificate on behalf of HDFS, in connection with the issuance of €700,000,000 5.125 per cent Guaranteed Notes due April 5, 2026 (the “Notes”) by HDFS and the guarantee of the Notes (the “Guarantee”) by Harley-Davidson Credit Corp (the "Guarantor"). The Notes are issued pursuant to a fiscal agency agreement, dated April 5, 2023 (the “Fiscal Agency Agreement”), among the Issuer, the Guarantor, Citibank N.A., London Branch as fiscal agent and transfer agent (the “Agent”), and Citibank Europe Plc as registrar (the “Registrar”), and have the benefit of a deed of guarantee given by the Guarantor, dated April 5, 2023 (the “Deed of Guarantee”), and a deed of covenant given by the Issuer and the Guarantor, dated April 5, 2023 (the “Deed of Covenant”). The Notes are being offered and sold by the Issuer and the Guarantor outside the United States in reliance upon Regulation S under the Securities Act. All capitalized terms used herein without definition will have the respective meanings set forth in the Transaction Documents (as defined below), and the undersigned further certifies as follows:
(1) Attached hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of HDFS, together with all amendments thereto as in effect on the date hereof.
(2) There has been no other amendment or other document filed affecting the Articles of Incorporation of HDFS since April 9, 1992, and no such amendment has been authorized by the Board of Directors or shareholders of HDFS.
(3) Attached hereto as Exhibit II is a true and correct copy of the Bylaws of HDFS, which are in full force and effect on the date hereof
(4) Attached hereto as Exhibit III is a true and correct copy of resolutions adopted pursuant to a written consent of the Board of Directors of HDFS and relating to the authorization, execution, delivery and performance of the issuing of the Notes. Said resolutions have not been amended, modified, annulled or revoked, and are on the date hereof in full force and effect.
(5) All federal, state and local taxes of HDFS due and owing as of the date hereof have been paid.
(6) All representations and warranties of HDFS contained in the Fiscal Agency Agreement, the Deed of Guarantee, the Deed of Covenant or in any document, certificate or financial or other statement delivered in connection therewith (collectively, the “Transaction Documents”) are true and correct as of the date hereof.
(7) There is no action, investigation or proceeding pending or, to my knowledge, threatened against HDFS before any court, administrative agency or other tribunal (a) asserting the invalidity of any Transaction Documents to which HDFS is a party; or (b) which is likely materially and adversely to affect HDFS's performance of its obligations under, or the validity or enforceability of, the Transaction Documents.

(8) No consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court is required to be obtained by HDFS for HDFS's consummation of the transactions contemplated by the Transaction Documents, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction in connection with the issuance and sale of the Notes.
(9) Neither the issuance of the Notes or the entering into of the Transaction Documents, nor the consummation of any other of the transactions contemplated therein, will violate or conflict with any agreement or instrument to which HDFS is a party or by which it is otherwise bound.
(10) The sole shareholder of HDFS is Harley-Davidson, Inc., which has its offices in Milwaukee, Wisconsin.
(11) Each of the agreements and conditions of HDFS to be performed or satisfied on or before the Closing Date under the Transaction Documents has been performed or satisfied in all material aspects.
In Witness Whereof, I have affixed my signature hereto this 3rd day of April, 2023.
By: /s/ William S. Jue
Printed Name: William S. Jue
Title: Vice President, General Counsel, and Secretary
[HDFS Assistant Secretary’s Certificate]

EXHIBIT I
Articles of Incorporation
(see attached)

STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
•First: That at a meeting of the Board of Directors of Eaglemark Financial Services, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "First" so that, as amended, said Article shall be and read as follows:
“The name of the corporation is Harley-Davidson financial Services, Inc.”_
•Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
•Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
•Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment
By: /s/ Donal Hummer, Jr.
Printed Name: Donal Hummer, Jr.
Title: Secretary

EXHIBIT II
Bylaws
(see attached)

ACTION BY SOLE SHAREHOLDER
OF
HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
AMENDMENT TO BY-LAWS
The undersigned, Harley-Davidson, Inc., a Wisconsin corporation and the sole shareholder of Harley-Davidson Financial Services, Inc., a Delaware corporation ("HDFS"), acting pursuant to Section 8.9 of the by-laws of HDFS (the "By-laws") and Sections 109 and 228 of the Delaware General Corporation Law, hereby amends the By-laws as follows:
Section 3.2 of the By-laws is hereby amended by deleting the phrase "one (1)" appearing therein and inserting the phrase "not less than one (1) and not more than five (5)" in lieu thereof.
Section 3.3 of the By-laws is hereby amended by deleting the phrase "the holders of a plurality of shares issued and outstanding and entitled to vote in elections of directors," appearing therein and inserting the phrase "a majority of the then-current directors" in lieu thereof.
Further, the undersigned hereby ratifies and confirms all prior appointments of directors to the board of directors of HDFS that, notwithstanding Section 3.3 of the By-laws as in effect prior to the date hereof, were purported to be made by the board of directors of HDFS and not by the holders of a plurality of shares issued and outstanding and entitled to vote in the election of directors.
IN WITNESS WHEREOF, the undersigned has executed this Amendment to By-laws as
of the day of December, 2007.
By: /s/ Gail A. Liong________________
Printed Name: Gail A. Liong
Title: Executive Vice President

Harley-Davidson Financial Services, Inc. Consent Action By the Sole Stockholder
Pursuant to Section 228 of the Delaware General Corporation Law, the undersigned, being the sole stockholder of Harley-Davidson Financial Services, Inc., a Delaware Corporation ("HDFS"), hereby consents to, approves and adopts the following resolution:
RESOLVED, that the Amended and Restated Bylaws of the Corporation be amended and restated in the form attached hereto as Exhibit A;
FURTHER RESOLVED, that any of the officers of this Corporation be and each of them hereby is authorized and directed to do or to cause to be done all further acts and things as they or any of them shall deem necessary, advisable, convenient or proper in carrying into effect the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of December 8, 1999.
By: /s/ Jeffrey L. Bleustein_______________
Printed Name: Jeffrey L. Bleustein
Title: Chairman and Chief Executive Officer

AMENDED AND RESTATED BYLAWS
OF
HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
(a Delaware corporation)

ARTICLE I OFFICES
Section 1.01 Principal and Business Offices.
The corporation may have such principal and other business offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the corporation may require from time to time.
Section 1.02 Registered Office.
The registered office of the corporation required by the Delaware General Corporation Law to be maintained in the State of Delaware may be, but need not be, identical with the principal office in the State of Delaware, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II STOCKHOLDERS
Section 2.01 Annual Meeting.
The annual meeting of the stockholders shall be held at such date and time as shall be fixed by resolution of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Delaware, such meeting shall be held on the next succeeding business day.
Section 2.02 Special Meeting.
Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors or the President or the Secretary or by such other person, or in the manner, designated by the Board of Directors.
Section 2.03 Place of Meeting.
The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting of stockholders called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Delaware.
Section 2.04 Notice of Meeting.
Written notice stating the place, day and hour of the meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at such meeting not less than ten (10) days (unless a longer period is required by law or the articles of incorporation) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the Chairman, the President, the Secretary, or any other officer or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.

Section 2.05 Adjournment.
Any meeting of stockholders may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. No notice of the time or place of an adjournment need be given if the time and place are announced at the meeting at which an adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting shall be given to each stockholder. Unless a new record date for the adjourned meeting is fixed, the determination of stockholders of record entitled to notice of or to vote at the meeting at which adjournment is taken shall apply to the adjourned meeting.
Section 2.06 Fixing of Record Date.
For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed, the record date for determining:
•stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;
•stockholders entitled to express consent to a corporate action in writing without meeting shall be the day on which the first written consent is expressed; or
• stockholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 2.07 Voting Records.
The officer having charge of the stock transfer books for shares of the corporation shall, at least ten (10) days before each meeting of stockholders, make a complete record of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open to the examination of any stockholders, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held as specified in the notice of the meeting or at the place of the meeting. The record shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholders present. The original stock transfer books shall be the only evidence as to who are the stockholders entitled to examine such record or transfer books or to vote at any meeting of stockholders.
Section 2.08 Quorum.
Except as otherwise provided in the certificate of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, but in no event shall less than one-third of the shares entitled to vote constitute a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater number or voting by classes is required by law or the certificates of incorporation. Though less than a quorum of the outstanding shares

are represented at a meeting, a majority of the shares represented at a meeting which initially had a quorum may adjourn the meeting from time to time without further notice.
Section 2.09 Conduct of Meeting.
The Chairman, and in his or her absence, the President, and in his or her absence, a Vice President in the order provided under Section 4.07, and in their absence, any person chosen by the stockholders present shall call the meeting of the stockholders to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
Section 2.10 Proxies.
At all meetings of stockholders, a stockholder entitled to vote may vote in person or by proxy appointed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy and supported by sufficient interest, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the stockholder to the presiding officer during the meeting. The presence of a stockholder who has filed a proxy shall not of itself constitute a revocation. No proxy shall be valid after three (3) years from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
Section 2.11 Voting of Shares.
Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the certificate of incorporation.
Section 2.12 Voting of Shares by Certain Holders.
•Other Corporations. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or the bylaws of such other corporation.
•Legal Representatives and Fiduciaries. Shares held by any administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by a duly executed proxy, without a transfer of such shares to his name. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary, shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.
•Pledgees. A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer of the shares the pledgor has expressly authorized the pledgee to vote the shares and thereafter the pledgee, or his proxy, shall be entitled to vote the shares so transferred.
•Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number

of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity, or held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.
• Joint Holders. Shares of record in the names of two or more persons or shares to which two or more persons have the same fiduciary relationship, unless the Secretary of the corporation is given notice otherwise and furnished with a copy of the instrument creating the relationship, may be voted as follows: (i) if voted by an individual, his vote binds all holders; or (ii) if voted by more than one holder, the majority vote binds all, unless the vote is evenly split in which case the shares may be voted proportionately, or according to the ownership interest as shown in the instrument filed with the Secretary of the corporation.
Section 2.13 Waiver of Notice by Stockholders.
Whenever any notice whatever is required to be given to any stockholder of the corporation under the certificate of incorporation or bylaws or any provision of the Delaware General Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the stockholder entitled to such notice, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where the person attends for the express purpose of objecting to the transaction of any business. Neither the business, nor the purpose of any regular or special meeting of stockholders, directors or members of a committee of directors need be specified in the waiver.
Section 2.14 Stockholders Consent without Meeting.
Any action required or permitted by the certificate of incorporation or bylaws or any provision of law to be taken at a meeting of the stockholders, may be taken without a meeting, prior notice or vote, if a consent in writing, setting forth the action so taken, shall be signed by the number of stockholders required to authorize such action at a meeting. If the action is authorized by less than unanimous consent, notice of the action shall be given to nonconsenting stockholders.
ARTICLE IQ BOARD OF DIRECTORS
Section 3.01 General Powers and Number.
The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be three (3) or such other specific number as may be designated from time to time by resolution of the Board of Directors or by resolution of the stockholders.
Section 3.02 Tenure and Qualifications.
Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been qualified and elected, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a meeting of stockholders called for that purpose. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Delaware or stockholders of the corporation.

Section 3.03 Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of stockholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of stockholders which precedes it, or such other suitable place as may be announced at such meeting of stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.
Section 3.04 Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the Chairman, President, Secretary or any two directors. The Chairman, President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of the meeting shall be the registered office of the corporation in the State of Delaware.
Section 3.05 Notice; Waiver.
Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given to each director not less than twenty-four (24) hours prior to the meeting by giving oral, telephone or written notice to a director in person, or by telegram, or not less than three (3) days prior to a meeting by delivering or mailing notice to the business address or such other address as a director shall have designated in writing and filed with the Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the certificate of incorporation or bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat 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 Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.06 Quorum.
Except as otherwise provided by law or by the certificate of incorporation or these bylaws, a majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but in no event shall less than one-third of the directors constitute a quorum. A majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
Section 3.07 Manner of Acting.
The act of the 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 act of a greater number is required by law or by the certificate of incorporation or these bylaws.

Section 3.08 Conduct of Meetings.
The Chairman, and in his or her absence, the President, and in his or her absence, a Vice President in the order provided under Section 4.07, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.
Section 3.09 Vacancies.
Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the stockholders, the stockholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.
Section 3.10 Compensation.
The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.
Section 3.11 Presumption of Assent.
A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.12 Committees.
The Board of Directors by resolution adopted by the affirmative vote of a majority of the directors may designate one or more committees, each committee to consist of one or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

Section 3.13 Unanimous Consent without Meeting.
Any action required or permitted by the certificate of incorporation or bylaws or any provision of law to be taken by the Board of Directors at a meeting or by a resolution of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, filed with the minutes of the proceedings, shall be signed by all of the directors then in office.
Section 3.14 Telephonic Meetings.
Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
ARTICLE IV OFFICERS
Section 4.01 Number.
The principal officers of the corporation shall be a Chairman (if the Board of Directors elects one), a President, any number of Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any number of offices may be held by the same person.
Section 4.02 Election and Term of Office.
The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. Failure to elect officers shall not dissolve or otherwise affect the corporation.
Section 4.03 Removal.
Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
Section 4.04 Vacancies.
A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
Section 4.05 Chairman.
The Chairman (if the Board of Directors elects one) shall preside at all meetings of the stockholders and of the Board of Directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him or her by the Board of Directors.

Section 4.06 President.
The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. In the absence of the Chairman, he shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments, of every conceivable kind and character whatsoever, necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.07 The Vice Presidents.
In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.
Section 4.08 The Secretary.
The Secretary shall: (a) keep the minutes of the meetings of the stockholders and of the Board of Directors in one or more books provided for the purpose; (b) attest instruments to be filed with the Secretary of State; (c) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (d) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (e) keep or arrange for the keeping of a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (0 sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.
Section 4.09 The Treasurer.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (c) in general

perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 4.10 Assistant Secretaries and Assistant Treasurers.
There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
Section 4.11 Other Assistants and Acting Officers.
The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be an assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
Section 4.12 Salaries.
The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 5.01 Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
Section 5.02 Loans.
No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

Section 5.03 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 or under the authority of a resolution of the Board of Directors.
Section 5.04 Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
Section 5.05 Voting of Securities Owned by this Corporation.
Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he is present, or in his absence, by a Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, any Vice President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER Section
6.01 Certificates for Shares.
Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or Treasurer or Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06.
Section 6.02 Facsimile Signatures and Seal.
The seal of the corporation on any certificates for shares may be a facsimile. The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.

Section 6.03 Signature by Former Officers.
In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
Section 6.04 Transfer of Shares.
Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors. Where a transfer of shares is made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the shares are presented, both the transferor and the transferee so request.
Section 6.05 Restrictions on Transfer.
The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares. Otherwise the restriction is invalid except against those with actual knowledge of the restrictions.
Section 6.06 Lost. Destroyed or Stolen Certificates.
The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the person requesting such new certificate or certificates, or his or her legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 6.07 Consideration for Shares.
The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, consistent with the law of the State of Delaware.
Section 6.08 Stock Regulations.
The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Delaware as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.
ARTICLE VII SEAL

Section 7.01
The Board of Directors may provide a corporate seal in an appropriate form.
ARTICLE VIII FISCAL YEAR
Section 8.01
The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.
ARTICLE IX AMENDMENTS
Section 9.01 By Stockholders.
These bylaws may be adopted, amended or repealed and new bylaws may be adopted by the stockholders entitled to vote at the stockholders' annual meeting without prior notice or at any other meeting provided the amendment under consideration has been set forth in the notice of meeting, by affirmative vote of not less than a majority of the shares present or represented at any meeting at which a quorum is in attendance.
Section 9.02 By Directors.
These bylaws may be adopted, amended or repealed by the Board of Directors as provided in the certificate of incorporation by the affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no bylaw adopted by the stockholders shall be amended or repealed by the Board of Directors if the bylaws so provide.
Section 9.03 Implied Amendments.
Any action taken or authorized by the Board of Directors, which would be inconsistent with the bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of directors required to amend the bylaws so that the bylaws would be consistent with such action, shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE X INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10.01 Indemnification of Directors. Officers and Employees.
The Corporation shall indemnify to the full extent permitted by law any person made or threatened to made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that the person, his or her testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation

EXHIBIT III
Resolutions
(see attached)

HARLEY-DAVIDSON FINANCIAL SERVICES, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
The undersigned, being all of the members of the Board of Directors of Harley-Davidson Financial Services, Inc., a Delaware corporation (the “Company”), acting in lieu of a meeting and pursuant to Section 141 of the Delaware General Corporation Law, do hereby consent to, approve and adopt the following resolutions:
WHEREAS, the directors of the Company deem it in the best interests of the Company to incur additional indebtedness of up to €800,000,000 (Eight Hundred Million Euros) through the issuance of notes (the “Guaranteed Notes”) to be guaranteed by Harley-Davidson Credit Corp. outside the United States pursuant to Regulation S under the Securities Act of 1933, such Guaranteed Notes to be admitted to the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”).
NOW, THEREFORE, BE IT RESOLVED, that the President, the Chief Financial Officer, any Vice President, the Secretary, the Treasurer and the Assistant Treasurer of the Company (each, an “Authorized Officer” and collectively, the “Authorized Officers”) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, (a) to incur additional indebtedness of up to €800,000,000 (Eight Hundred Million Euros) through the issuance of the Guaranteed Notes and (b) to execute and deliver any agreements, instruments and documents relating thereto, required thereby or contemplated thereunder, and the same are hereby approved and adopted in all respects, with such changes and modifications as to the terms and provisions thereof as the Authorized Officer or Authorized Officers executing the same, in his, her or their sole discretion, shall approve or deem to be necessary or appropriate, the execution and delivery thereof by such Authorized Officer or Authorized Officers to be conclusive evidence of the necessity or appropriateness thereof.
FURTHER RESOLVED, that (a) the Authorized Officers be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to prepare one or more offering memoranda, including, without limitation, any amendments or supplements thereto, which contain and/or incorporate by reference therein certain information concerning the Company; and (b) all agreements, instruments and documents relating to the issuance of the Guaranteed Notes required thereby or contemplated thereunder, be, and the same hereby are, approved and adopted in all respects, with such changes and modifications as to the terms and provisions thereof as the Authorized Officer or Authorized Officers executing the same, in his, her or their sole discretion, shall approve or deem to be necessary or appropriate, the execution and delivery thereof by such Authorized Officer or Authorized Officers to be conclusive evidence of the necessity or appropriateness thereof (such documents in the foregoing clauses (a) and (b) to be collectively referred to herein as “Eurobond Documents”).
FURTHER RESOLVED, that any Authorized Officer be, and hereby is, authorized and directed, in the name and on behalf of the Company, to prepare, execute, deliver and perform the Eurobond Documents and all agreements, instruments and documents relating to, required by or contemplated under any of the foregoing.
FURTHER RESOLVED, that each and every Authorized Officer be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to do and perform all such further acts and things, to execute and deliver, and where necessary or appropriate, file with the appropriate governmental authorities, all such certificates, agreements, documents, instruments, instruments of transfer, receipts and other papers and to make all such payments and to pay all such taxes and assessments, as any one or more of them, in his, her or their sole discretion, shall approve or deem to be necessary or appropriate to carry out, comply with and effectuate the foregoing resolutions and the transactions contemplated thereby, the taking of such actions to be conclusive evidence of the necessity or appropriateness thereof.

FURTHER RESOLVED, that any and all actions taken by an Authorized Officer in connection with the Guaranteed Notes be, and hereby are, confirmed and ratified.
This Unanimous Written Consent of the Board of Directors of the Company may be executed by the individual directors on separate counterparts that may be transmitted via an email pdf file or facsimile each of which, when so executed and delivered, shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same Unanimous Written Consent of the Board of Directors.
[Signature page follows.]

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of the Company as of the 23 rd day of March, 2023 and direct that it be placed with the minutes of the proceedings of the Board of Directors of the Company.
By: /s/ Jochen Zeitz
Printed Name: Jochen Zeitz
By: /s/ Lawrence G. Hund
Printed Name: Lawrence G. Hund
By: /s/ Jonathan Root
Printed Name: Jonathan Root
By: /s/ Gina Goetter
Printed Name:Gina Goetter