BY-LAWS
ARTICLE 1
IDENTIFICATION
Section 1 - Name
The name of the corporation shall be Skyline Homes, Inc.
(Hereinafter referred to as the "corporation".)
Section 2 - Seal
The corporation shall have a corporate seal which shall
be as follows: A circular disc, on the outer margin of which
shall appear the corporate name and State of Incorporation, with
the words "Corporate Seal" through the center, so mounted that
it may be used to impress these words in raised letters upon
paper. The seal shall be in charge of the Secretary.
Section 3 - Fiscal Year
The fiscal year of the corporation shall begin at the
beginning of the first day of June and end at the close of the last
day of May next succeeding.
ARTICLE II
CAPITAL STOCK
Section 1 - Consideration for Shares
The board of directors shall cause the corporation to
issue the capital stock of the corporation for such consideration
as has been fixed by such board in accordance with the
provisions of the Articles of Incorporation.
Section 2 - Payment of Shares
Subject to the provisions of the Articles of Incorporation,
the consideration for the issuance of shares of the capital stock
of the corporation may be paid, in whole or in part, in money,
in other property, tangible or intangible, or in labor actually
performed for, or services actually rendered to, the corporation;
provided, however, that the part of the surplus of a corporation
which is transferred to capital upon the issuance of shares as a
share dividend shall be deemed to be the consideration for the
issuance of such shares. When payment of the consideration for
which a share was authorized to be issued shall have been
received by the corporation, or when surplus shall have been
transferred to capital upon the issuance of a share dividend, such
share shall be declared and taken to be fully paid and not liable
to any further call or assessment, and the holder thereof shall
not be liable for any further payments thereon. In the absence
of actual fraud in the transaction, the judgment of the board of
directors as to the value of such property, labor or services
received as consideration, or the value placed by the board of
directors upon the corporate assets in the event of a share
dividend shall be conclusive. Promissory notes or future
services shall not be accepted in payment or part payment of any
of the capital stock of the corporation.
Section 3 - Certificates for Shares
The corporation shall issue to each shareholder a
certificate signed by the president or a vice-president, and the
secretary of the corporation, certifying the number of shares
owned by him in the corporation. Where such certificate is also
signed by a transfer agent or registrar, the signatures of the
president, vice-president or secretary may be facsimiles. The
certificate shall state the name of the registered holder, the
number of shares represented thereby, the par value of each
share or a statement that such shares have no par value, and
whether such shares have been fully paid up, the certificate shall
be legibly stamped to indicate the per centum which has been
paid up, and as further payments are made thereon the
certificate shall be stamped accordingly.
If the corporation issues more than one class, every
certificate issued shall state the kind and class of shares
represented thereby, and the relative rights, interests,
preferences and restrictions of such class, or a summary thereof.
Section 4 - Form of Certificates
The stock certificates to represent the shares of the
capital stock of this corporation shall be in such form, not
inconsistent with the laws of the State of Indiana, as may be
adopted by the board of directors.
Section 5 - Transfer of Stock
Title to a certificate and to the shares represented thereby
can be transferred only:
1. By delivery of the certificate endorsed either in
blank or to a specified person by the person appearing by the
certificate to be the owner of the shares represented thereby;
or
2. By delivery of the certificate and a separate
document containing a written assignment of the certificate or
a power of attorney to sell, assign, or transfer the same or the
shares represented thereby, signed by the person appearing by
the certificate to be the owner of the shares represented thereby.
Such assignment or power of attorney may be either in blank or
to a specified person.
Section 6 - Closing of Transfer Books
The transfer books shall be closed for a period of ten
days prior to the date set for any meeting of shareholders, and
during such period no new certificate of stock shall be issued by
this corporation and no change or transfer shall be made upon
the records thereof.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1 - Place of Meetings
All meetings of shareholders of the corporation shall be
held at such place, within or without the State of Indiana, as
may be specified in the respective notices or waivers of notice
thereof, or proxies to represent shareholders thereat.
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election
of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at ten
o'clock in the forenoon of the first Monday in June of each year,
if such day is not a legal holiday, and if a holiday then on the
first following day that is not a legal holiday. If for any reason
the annual meeting of the shareholders shall not be held at the
time and place herein provided, the same may be held at any
time thereafter, or the business to be transacted at such annual
meeting may be transacted at any special meeting called for that
purpose.
Section 3 - Special Meetings
Special meetings of the shareholders may be called by
the president, by the board of directors, or by shareholders
holding not less than one-fourth of all the shares of capital stock
outstanding.
Section 4 - Notice of Meetings
A written or printed notice, stating the place, day and
hour of the meeting, and in case of a special meeting the
purpose or purposes for which the meeting is called, shall be
delivered or mailed by the secretary or by the officers or persons
calling the meeting, to each holder of the capital stock of the
corporation at the time entitled to vote, at such address as
appears upon the records of the corporation, at least ten days
before the date of the meeting. Notice of any such meeting may
be waived in writing by any shareholder if the waiver sets
forth in reasonable detail the purpose or purposes for which the
meeting is called, and the time and place thereof. Attendance at
any meeting, in person or by proxy shall constitute a waiver of
notice of such meeting.
Section 5 - Voting at Meetings
Except as otherwise provided by law or by the provisions
of the Articles of Incorporation, every holder of the capital stock
of the corporation shall have the right at all meetings of the
shareholders of the corporation to one vote for each share of
stock standing in his name on the books of the corporation.
No share shall be voted at any meeting:
1. Upon which an installment is due and unpaid; or
2. Which shall have been transferred on the books of
the corporation within ten days next preceding the date of the
meeting; or
3. Which belongs to the corporation.
Section 6 - Proxies
A shareholder may vote, either in person or by proxy
executed in writing, by the shareholder, or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution, unless a longer time is
expressly provided therein.
Section 7 - Quorum
Unless otherwise provided by the Articles of
Incorporation, at any meeting of shareholders, a majority of the
shares of the capital stock outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum.
Section 8 - Organization
The president, and in his absence, the vice-president, and
in their absence any shareholder chosen by the shareholders
present, shall call meetings of the shareholders to order and
shall act as chairman of such meetings, and the secretary of the
company shall act as secretary of all meetings of the
shareholders. In the absence of the secretary the presiding
officer may appoint a shareholder to act as secretary of the
meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The board of directors shall consist of five (5) members,
(any number not less than three), who shall be elected annually
by a majority of the shares represented at the annual meeting of
the shareholders. Such directors shall hold office until the next
annual meeting of the shareholders and until their successors are
elected and qualified. A majority of the directors must be
citizens of the United States.
Section 2 - Duties
The corporate power of this corporation shall be vested
in the board of directors, who shall have the management and
control of the business of the corporation. They shall employ
such agents and servants as they may deem advisable, and fix
the rate of compensation of all agents, employees and officers.
Section 3 - Resignation
A director may resign at any time by filing his written
resignation with the secretary.
Section 4 - Removal
Any director may be removed for cause at any time at
any regular meeting or at such a special meeting of the
shareholders of the corporation called for such purpose, by the
affirmative vote of the holders of a majority of the shares
outstanding.
Section 5 - Vacancies
In case of any vacancy in the board of directors through
death, resignation, removal or other cause, the remaining
directors by the affirmative vote of a majority thereof may elect
a successor to fill such vacancy until the next annual meeting
and until his successor is elected and qualified. If the vote of
the remaining members of the board shall result in a tie, the
vacancy shall be filled by shareholders at the annual meeting or
a special meeting.
Section 6 - Annual Meetings
The board of directors shall meet each year immediately
after the annual meeting of the shareholders, at the place where
such meeting of the shareholders has been held, for the purpose
of organization, election of officers, and consideration of any
other business that may be brought before the meeting. No
notice shall be necessary for the holding of this annual meeting.
If such meeting is not held as above provided, the election of
officers may be had at any subsequent meeting of the board
specifically called in the manner provided in Article IV, Section
7 of these by-laws.
Section 7 - Other Meetings
Other meetings of the board of directors may be held
upon the call of the president, or of two or more members of the
board of directors, at any place within or without the State of
Indiana, upon forty-eight hours' notice, specifying the time,
place and general purposes of the meeting, given to each
director, either personally, by mailing, or by telegram. At any
meeting at which all directors are present, notice of the time,
place and purpose thereof shall be deemed waived; and similar
notice may likewise by waived by absent directors, either by
written instrument or by telegram.
Section 8 - Quorum
At any meeting of the board of directors, the present of
a majority of the members of the board then qualified and acting
shall constitute a quorum for the transaction of any business
except the filling of vacancies in the board of directors.
Section 9 - Organization
The president and in his absence the vice-president 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 such meetings. The secretary of the company
shall act as secretary of the board of directors, but in the
absence of the secretary the presiding officer may appoint any
director to act as secretary of the meeting.
Section 10 - Order of Business
The order of business at all meetings of the board of
directors shall be as follows:
1. Roll call,
2. Reading of the Minutes of the preceding meeting
and action thereon,
3. Reports of officers,
4. Reports of committees,
5. Unfinished business,
6. Miscellaneous business,
7. New business.
ARTICLE V
OFFICERS OF THE CORPORATION
Section 1 - Officers
The officers of the corporation shall consist of a
president, one or more vice-presidents, a secretary, an assistant
secretary and a treasurer. Any two or more offices may be held
by the same person, except that the duties of the president and
secretary shall not be performed by the same person. The board
of directors by resolution may create and define the duties of
other offices in the corporation, and may elect or appoint
persons to fill such offices.
Section 2 - Vacancies
Whenever any vacancies shall occur in any office by
death, resignation, increase in the number of offices of the
corporation, or otherwise, the same shall be filled by the board
of directors, and the office so elected shall hold office until his
successor is chosen and qualified.
Section 3 - President
The president shall preside at all meetings of
shareholders and directors, discharge all the duties which
devolve upon a presiding officer, and perform such other duties
as this code of by-laws provides, or the board of directors may
prescribe.
The president shall have full authority to execute proxies
in behalf of the corporation, to vote stock owned by it in any
other corporation, and to execute, with the secretary, powers
of attorney appointing other corporations, partnerships, or
individuals the agent of the corporation, all subject to the
provisions of The Indiana General Corporation Act of 1929,
as amended, the Articles of Incorporation and this code of by-
laws.
Section 4 - Executive Vice-President
The executive vice-president shall perform all duties
incumbent upon the president during the absence or disability of
the president, and perform such other duties as this code of by-
laws may require or the board of directors may prescribe.
Section 5 - Secretary
The secretary shall have the custody and care of the
corporate seal, records, minutes and stock books of the
corporation. He shall attend all meetings of the shareholders
and of the board of directors, and shall keep, or cause to be kept
in a book provided for the
purpose, a true and complete record of the proceedings of such
meetings, and shall perform a like duty for all standing
committees appointed by the board of directors, when required.
He shall attend to the giving and serving of all notices of the
corporation, shall file and take charge of all papers and
documents belonging to the corporation and shall perform such
other duties as this code of by-laws may require or the board of
directors may prescribe.
Section 6 - Treasurer
The treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition
of the corporation. He shall be the legal custodian of all
moneys, notes, securities and other valuables which may from
time to time come into the possession of the corporation. He
shall immediately deposit all funds of the corporation coming
into his hands in some reliable bank or other depositary to be
designated by the board of directors, and shall keep such bank
account in the name of the corporation. He shall furnish at
meetings of the board of directors, or whenever requested, a
statement of the financial condition of the corporation, and shall
perform such other duties as this code of by-laws may require
or the board of directors may prescribe. The treasurer may be
required to furnish bond in such amount as shall be determined
by the board of directors.
Section 7 - Delegation of Authority
In case of the absence of any officer of the corporation,
or for any other reason that the board of directors may deem
sufficient, the board of directors may delegate the powers or
duties of such officer to any other officer or to any director, for
the time being, provided a majority of the entire board of
directors concurs therein.
Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper and other instruments in
writing and legal documents, shall be signed by the president
and attested by the secretary. All bonds, deeds and mortgages
shall be signed by the president and attested by the secretary.
All certificates of stock shall be signed by the president or vice-
president and the secretary or assistant secretary.
All checks, drafts, notes and orders for the payment of
money shall be signed by those officers or employees of the
corporation as the directors may from time to time designate.
Section 9 - Loans to Officers
No loan of money or property or any advance on account
of services to be performed in the future shall be made to any
officer or director of the corporation.
ARTICLE VI
CORPORATE BOOKS
Section 1 - Place of Keeping, In General
Except as otherwise provided by the laws of the State of
Indiana, by the Articles of Incorporation of the corporation or by
these by-laws, the books and records of the corporation may be
kept at such place or places, within or without the State of
Indiana, as the board of directors may from time to time by
resolution determine.
Section 2 - Stock Register or Transfer Book
The original or duplicate stock register or transfer book,
or in case a stock registrar or transfer agent shall be employed
by the corporation either within or without the State of Indiana,
a complete and accurate shareholders list, alphabetically
arranged, giving the names and addresses of all shareholders,
the number and classes of shares held by each, shall be kept at
the principal office of the corporation in the State of Indiana.
ARTICLE VII
AMENDMENTS
Section 1 - Amendments
By-Laws may be adopted, amended or repealed at any
meeting of the board of directors by the vote of a majority
thereof, unless the Articles of Incorporation provide for the
adoption, amendment or repeal by the shareholders, in which
event, action thereon may be taken at any meeting of the
shareholders by the vote of a majority of the voting shares
outstanding.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 18, 1960, Section 1, of ARTICLE IV of
the By-Laws of Skyline Homes, Inc., is hereby amended to read
as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members,
who shall be elected annually as provided in the Articles of
Incorporation. Such directors shall hold office until the next
annual meeting of shareholders, and until their successors are
elected and qualified. Directors need not be shareholders of the
corporation. A majority of the directors at any time shall be
citizens of the United States.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 28, 1960, Section 1 of ARTICLE IV of the
By-Laws of Skyline Homes, Inc., as amended, is hereby
amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members,
who shall be elected annually as provided in the Articles of
Incorporation. Such directors shall hold office until the next
annual meeting of shareholders, and until their successors are
elected and qualified. Directors need not be shareholders of the
Corporation. A majority of the directors at any time shall be
citizens of the United States. A member of the Board of
Directors shall be elected by the vote of a majority of the
directors as Chairman of the Board, and such Chairman shall
preside at all meetings of the Board of Directors.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 28, 1960, ARTICLE IV of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a
majority vote of the number of directors elected and qualified
from time to time, designate an Executive Committee of four (4)
from its members, which shall include the President, which
Committee shall, except as to matters upon which the Board of
Directors has acted, have and exercise the full power of the
Board of Directors in the management of the business and
affairs of the Corporation; PROVIDED, always, that all
business transacted by such Committee shall be submitted to
and be approved by the Board of Directors at their next regular
or special meeting. The Board of Directors shall have the power
at any time to fill vacancies in, to change the membership of, or
to dissolve the Executive Committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of November 16, 1960, ARTICLE IV of the By-
Laws of Skyline Homes, Inc., is hereby amended to read as
follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 12 - Finance Committee
The President may, whenever he sees fit, select and
designate a finance committee of three (3) members from the
Board of Directors, which shall include the President, which
committee shall, except as to matters upon which the Board of
Directors has acted, decide all questions concerning the
financial matters of the Corporation; PROVIDED ALWAYS
that all decisions made by such committee shall be submitted to
and approved by the Board of Directors at their next regular or
special meeting. The President shall have the power at any
time, to fill vacancies in, to change the membership of, or to
dissolve the finance committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 28, 1960, ARTICLE VI, Section 2, of the
By-Laws of Skyline Homes, Inc., is hereby amended to read as
follows:
ARTICLE VI
CORPORATE BOOKS
Section 2 - Stock Register or Transfer Book
The original or duplicate stock register or transfer book,
or in case a stock registrar or transfer agent shall be employed
by the corporation, either within or without the State of Indiana,
a complete and accurate shareholders list, alphabetically
arranged, giving the names and addresses of all shareholders,
the number and classes of shares held by each, shall be kept at
the principal office of the corporation in the State of Indiana. In
the event that dividends are declared by the Board of Directors,
a record date shall be established by the Board. The transfer
agent shall determine all stockholders entitled to such dividend
as of such record date. In no event shall said stock register or
transfer book be closed for the purpose of determining
stockholders entitled to dividends.
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 28, 1960, Section 6 of ARTICLE II of the
By-Laws of Skyline Homes, Inc., is hereby repealed.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of March 14, 1961, Section 2 of ARTICLE III, of
the By-Laws of Skyline Homes, Inc., is hereby amended to read
as follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at 2:00
o'clock in the afternoon of the first Friday in August of each
year, if such day is not a legal holiday, and if a holiday, then on
the first following day that is not a holiday. If, for any reason,
the annual meeting of the Shareholders shall not be held at the
time and place herein provided, the same may be held at any
time thereafter, or the business to be transacted at such annual
meeting may be transacted at any special meeting called for that
purpose.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of May 2, 1962, Section 2 of ARTICLE III of the
By-Laws of Skyline Homes, Inc., is hereby amended to read as
follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at 2:00
o'clock in the afternoon of the first Friday in September of each
year, if such day is not a legal holiday, and if a holiday, then on
the first following day that is not a holiday. If, for any reason,
the annual meeting of the Shareholders shall not be held at the
time and place herein provided, the same may be held at any
time thereafter, or the business to be transacted at such annual
meeting may be transacted at any special meeting called for that
purpose.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of May 21, 1964, Section 2 of ARTICLE III of the
By-Laws of Skyline Homes, Inc., is hereby amended to read as
follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 7:30 o'clock
P.M. of the second Wednesday in September of each year, if
such day is not a legal holiday, and if a holiday, then on the first
following day that is not a holiday. If, for any reason, the
annual meeting of the Shareholders shall not be held at the time
and place herein provided, the same may be held at any time
thereafter, or the business to be transacted at such annual
meeting may be transacted at any special meeting called for that
purpose.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of May 4, 1966, ARTICLE IV of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation
Committee of four (4) directors, which shall include the
Treasurer of the corporation. The Compensation Committee
shall fix and determine the salaries, bonuses and all other
compensation of all of the officers of the corporation. All acts
of the Compensation Committee shall be reported to the Board
of Directors at their next regular or special meeting. The Board
of Directors shall have the power, at any time, to fill vacancies
in, or to dissolve the Compensation Committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of July 19, 1966, Section 2 of ARTICLE III of the
By-Laws of Skyline Homes, Inc., is hereby amended to read as
follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting shall be at 10:00 o'clock
A.M., of the third Friday in August of each year, if such day is
not a legal holiday, and if a holiday, then on the next day that is
not a holiday.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors,
and approved by the shareholders at their meeting of August 19,
1966, ARTICLE I, Section 1, of the By-Laws of Skyline
Corporation is hereby amended to read as follows:
ARTICLE I
IDENTIFICATION
Section 1 - Name
The name of the Corporation shall be Skyline
Corporation (hereinafter referred to as the "Corporation").
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of June 7, 1967, ARTICLE IV of the By-Laws of
Skyline Corporation, is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8) members
who shall be elected annually as provided in the Articles of
Incorporation. Such Directors shall hold office until the next
annual meeting of shareholders, and until their successors are
elected and qualified. Directors need not be shareholders of the
corporation. A majority of the Directors at any time shall be
citizens of the United States. A member of the Board of
Directors shall be elected by a vote of the majority of the
directors as Chairman of the Board, and such Chairman shall
preside at all meetings of the Board of Directors.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of January 8, 1968, ARTICLE IV of the By-Laws
of Skyline Corporation is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 14 - Management Incentive Plan Committee
The Board of Directors may appoint a Management
Incentive Plan Committee, consisting of not less than three (3)
members, or former members of the Board. The Management
Incentive Plan Committee shall administer and interpret the
Skyline Corporation Management Incentive Plan dated January
8, 1968. No member of the Committee shall be eligible to
receive an award pursuant to the Plan, or be eligible for
selection as a person to whom stock may be allocated or stock
options granted pursuant to any other plan of the Corporation or
any of its affiliates at any time while he is serving on the
Committee; and no member of the Committee shall have been
so eligible at any time within one year prior to the time that he
becomes a member of the Committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of March 26, 1968, ARTICLE VI, Section 2, of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE VI
CORPORATE BOOKS
Section 2 - Transfer Agent and Registrar, and Closing of
Transfer Books
The Board of Directors may appoint one or more transfer
agents and one or more registrars of transfers, and the principal
transfer agent shall keep a stock transfer book for the transfer of
all shares of the capital stock of the Corporation.
The Board of Directors may fix the time, not exceeding
fifty days preceding the date of any meeting of stockholders or
any dividend payment date or any date for the allotment of
rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, during which the books of
the Corporation shall be closed against transfers of stock. In
lieu of providing for the closing of the books against transfers of
stock as aforesaid, the Board of Directors from time to time may
fix in advance a date, not exceeding fifty days preceding the
date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for any allotment of rights, or the
date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the determination
of the stockholders entitled to notice of and to vote at such
meeting and any adjournment thereof, or entitled to receive such
dividends or allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, as the case may be; and only stockholders of record on
such date shall be entitled to notice of or to vote at such meeting
or to receive such dividend or allotment of rights, or to exercise
such rights in respect of any such change, conversion or
exchange of capital stock, as the case may be.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting of June 13, 1968, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 10:00 o'clock
A.M. on the fourth Wednesday in August of each year, if such
day is not a legal holiday, and if a holiday, then on the next day
that is not a holiday.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of June 2, 1969, ARTICLE IV of the By-Laws of
Skyline Corporation is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members
who shall be elected annually as provided in the Articles of
Incorporation.
Such Directors shall hold office until the next annual
meeting of Shareholders, and until their successors are elected
and qualified. Directors need not be Shareholders of the
Corporation. A majority of the Directors at any time shall be
citizens of the United States. A member of the Board of
Directors shall be elected by a vote of the majority of the
Directors as Chairman of the Board, and such Chairman shall
preside at all meetings of the Board of Directors.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting of June 2, 1969, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 10:00 o'clock
A.M. on the third Monday in September of each year, if such
day is not a legal holiday, and if a holiday, then on the next day
that is not a holiday.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of January 28, 1970, Section 3 of ARTICLE II of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE II
CAPITAL STOCK
Section 3 - Certificates for Shares
Each shareholder shall be entitled to a certificate signed
by the president or a vice president and the secretary or any
assistant secretary of the corporation certifying the number of
shares owned by him in the corporation. If such certificate is
countersigned by the written signature of a transfer agent other
than the corporation or its employee or by the written signature
of a registrar other than the corporation or its employee, the
signatures of the officers of the corporation may be facsimiles.
If such certificate is countersigned by the written signature of a
registrar other than the corporation or its employee, the
signatures of the transfer agent and the officers of the
corporation may be facsimiles.
Every certificate shall state the name of the registered
holder, the number of shares represented thereby, the par value
of each share or a statement that such shares have no par value,
and whether such shares have been fully paid up and are
nonassessable. If such shares are not fully paid up, the
certificate shall be legibly stamped to indicate the per centum
which has been paid up, and as further payments are made
thereon the certificate shall be stamped accordingly.
If the corporation is authorized to issue shares of more
than one class, every certificate shall state the kind and class of
shares represented thereby, and the relative rights, interests,
preferences and restrictions of such class, or a summary thereof;
provided that such statement may be omitted from the certificate
if it shall be set forth upon the face or back of the certificate that
such statement, in full, will be furnished by the corporation to
any shareholder upon written request and without charge.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting of April 6, 1970, ARTICLE IV of the By-Laws of
Skyline Corporation is hereby amended to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8) members
who shall be elected annually as provided in the Articles of
Incorporation.
Such Directors shall hold office until the next annual
meeting of Shareholders, and until their successors are elected
and qualified. Directors need not be Shareholders of the
Corporation. A majority of the Directors at any time shall be
citizens of the United States. A member of the Board of
Directors shall be elected by a vote of the majority of the
Directors as Chairman of the Board, and such Chairman shall
preside at all meetings of the Board of Directors.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting of June 1, 1972, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 10:00 o'clock
A.M. on the fourth Monday in September of each year, if such
day is not a legal holiday, and if a holiday, then on the next day
that is not a holiday.
AMENDMENTS TO BY-LAWS
SEPTEMBER 25, 1972
Pursuant to resolution of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Section 8 of ARTICLE III (MEETINGS OF
STOCKHOLDERS) is hereby amended as follows:
Section 8 - Organization
The Chairman of the board of directors, and in his
absence the president, and in their absence any other officer
chosen by the shareholders present, shall call meetings of
the shareholders to order and shall act as chairman of such
meetings, and the secretary of the corporation shall act as
secretary of all meetings of the shareholders. In the absence
of the secretary, the presiding officer may appoint a shareholder
to act as secretary of the meeting.
Sections 7, 9, 11 and 13 of ARTICLE IV (BOARD OF
DIRECTORS) are hereby amended as set forth below, and
Section 15 is hereby added as set forth below:
Section 7 - Other Meetings
Other meetings of the board of directors may be held
upon the call of the chairman of the board of directors, or the
president, or of two or more members of the board of directors,
at any place within or without the State of Indiana, upon forty-
eight hours' notice, specifying the time, place and general
purposes of the meeting, given to each director, either
personally, by mailing, or by telegram. At any meeting at which
all directors are present, notice of the time, place and purpose
thereof shall be deemed waived; and similar notice may likewise
be waived by absent directors, either by written instrument or by
telegram.
Section 9 - Organization
The chairman of the board of directors and in his absence
the president or any vice-president 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 such
meetings. The secretary of the company shall act as secretary
of the board of directors, but in the absence of the secretary the
residing officer may appoint and director to act as secretary of
the meeting.
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a
majority vote of the number of directors elected and qualified
from time to time, designate an Executive Committee of five (5)
persons from its members, which shall include the chairman of
the board of directors and the president, which Committee shall,
except as to matters upon which the Board of Directors has
acted, have and exercise the full power of the Board of
Directors in the management of the Business and affairs of the
Corporation; PROVIDED, always, that all business transacted
by such Committee shall be submitted to and be approved by the
Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve the
Executive Committee.
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation
Committee of four (4) directors, which shall include the
corporate officer who is chief financial officer of the
corporation. The Compensation Committee shall fix and
determine the salaries, bonuses and all other compensation of all
of the officers of the corporation. All acts of the Compensation
Committee shall be reported to the Board of Directors at their
next regular or special meeting. The Board of Directors shall
have the power, at any time, to fill vacancies in, or to dissolve
the Compensation Committee.
Section 15 - Audit Committee
The board of directors may appoint an Audit Committee,
consisting of not less than three (3) members of the Board. The
Audit Committee shall, from time to time, meet with
representatives of the independent certified public accountants
then servicing the corporation, review the corporation's systems
of internal controls and take necessary action to see that an
adequate system of internal auditing is implemented. The Audit
Committee may also nominate independent auditors and select
and establish accounting policies. All business transacted by the
Committee shall be submitted to the board of directors at their
next regular or special meeting for their consideration and
approval or rejection. The board of directors shall have the
power at any time to fill vacancies in, to change the membership
of, or to dissolve the Audit Committee.
Section 1 and 3 of ARTICLE V (OFFICERS OF THE
CORPORATION) are hereby added as set forth below:
Section 1 - Officers
The officers of the corporation shall consist of a
chairman of the board of directors, a president, one or more
vice-presidents, a secretary, an assistant secretary and a
treasurer. Any two or more offices may be held by the same
person, except that the duties of the president and secretary shall
not be performed by the same person. The board of directors
by resolution may create and define the duties of other offices
in the corporation, and may elect or appoint persons to fill such
offices.
Section 3 - President
The president shall perform such duties as this code of
by-laws provides, or the board of directors may prescribe.
The President shall have full authority to execute proxies
in behalf of the corporation, to vote stock owned by it in any
other corporation, and to execute, with the secretary, powers of
attorney appointing other corporations, partnerships, or
individuals the agent of the corporation, all subject to the
provisions of The Indiana General Corporation Act of 1929, as
amended, the Articles of Incorporation and this code of by-laws.
Section 10 - Chairman of the Board of Directors
The chairman of the board of directors shall be a general
advisor and consultant to the management on all matters
pertaining to the business of the Corporation and render such
additional services as are pertinent thereto, and shall perform
such other duties as this code of by-laws provide or the board of
directors may prescribe.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at its meeting held July 11, 1974, Section 13 of ARTICLE IV of
the By-Laws of Skyline Corporation, is hereby amended to read
as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation
Committee consisting of four (4) members of the Board of
Directors. The Compensation Committee shall have the power
to fix and determine the salaries and other compensation of
officers of the corporation. All acts of the Compensation
Committee shall be reported to the Board of Directors at their
next regular or special meeting. The Board of Directors shall
have the power, at any time, to fill vacancies in, or to dissolve
the Compensation Committee.
AMENDMENTS TO BY-LAWS
SEPTEMBER 23, 1974
Pursuant to resolution of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Sections 8 and 10 of ARTICLE V (OFFICERS OF THE
CORPORATION) are hereby amended as set forth below:
Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper, bonds, deeds, mortgages,
and all other legal instruments or documents shall be signed by
the president and, if required, shall be attested by the secretary
or assistant secretary. All certificates of stock shall be signed by
the president or a vice-president and the secretary or assistant
secretary.
Section 10 - Chairman of the Board of Directors and
Chief Executive Officer
The chairman of the board of directors shall be the chief
executive officer of the corporation and shall generally
supervise the business of the Corporation, subject to the control
of the board of directors. He shall also perform such other
duties as this code of by-laws provide or the board of directors
may prescribe.
AMENDMENT TO BY-LAWS
FEBRUARY 6, 1975
Pursuant to resolution of the Board of Directors of
Skyline Corporation, Section 7 of ARTICLE IV (BOARD OF
DIRECTORS) is hereby amended as follows:
Section 7
Regular Meetings
Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without
the State of Indiana, as shall from time to time be determined by
the Board.
Special Meetings
Special meetings of the Board of Directors shall be held,
either within or without the State of Indiana, whenever called by
the Chairman of the Board, the President or by any three of the
Directors. Oral, telegraphic or written notice shall be given,
sent or mailed not less than one day before the meeting and shall
state the purposes of the meeting, and the date, place and hour
of such meeting.
Waivers of Notice
Notice of a meeting need not be given to any Director
who submits a signed waiver of notice whether before or after
the meeting, and attendance at the meeting by any Director shall
constitute waiver of notice by such Director.
AMENDMENTS TO BY-LAWS
SEPTEMBER 22, 1975
Pursuant to resolutions of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Sections 11 and 13 of ARTICLE IV (BOARD OF
DIRECTORS) are hereby amended as set forth below:
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a
majority vote of the number of directors elected and qualified
from time to time, designate an Executive Committee of not less
than four (4) persons from its members, which shall include the
chairman of the board of directors and the president, which
Committee shall, except as to matters upon which the Board of
Directors has acted, have and exercise the full power of the
Board of Directors in the management of the business and
affairs of the Corporation; PROVIDED, always, that all
business transacted by such Committee shall be submitted to
and be approved by the Board of Directors at their next regular
or special meeting. The Board of Directors shall have the power
at any time to fill vacancies in, to change the membership of, or
to dissolve the Executive committee.
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation
Committee of not less than four (4) directors. The
Compensation Committee may fix and determine salaries,
bonuses and other compensation of the officers of the
corporation. All acts of the Compensation Committee shall be
reported to the Board of Directors at their next regular or special
meeting. The Board of Directors shall have the power, at any
time, to fill vacancies in, or to dissolve the Compensation
Committee. The Board of Directors may also fix and determine
the salaries, bonuses and other compensation of the officers of
the corporation either with or without a report from the
Compensation Committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting held August 4, 1977, Section 1 of ARTICLE IV
of the By-Laws of Skyline Corporation is hereby amended to
provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members,
who shall be elected annually by a majority of the shares
represented at the annual meeting of the shareholders. Such
directors shall hold office until the next annual meeting of the
shareholders and until their successors are elected and qualified.
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the
United States. A member of the Board of Directors shall be
elected by a vote of the majority of the Directors as Chairman
of the Board, and such Chairman shall preside at all meetings of
the Board of Directors.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting of June 7, 1979, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 10:00 o'clock
A.M. on the third Monday in September of each year, if such
day is not a legal holiday, and if a holiday, then on the next day
that is not a holiday.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting of May 2, 1984, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to read
as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be at 10:00 o'clock
A.M. local time, or at such other time that the Board of
Directors may determine, on the second Monday in September
of each year, if such day is not a legal holiday, and if a holiday,
then on the next day that is not a holiday.
AMENDMENT TO BY-LAWS
ADOPTED SEPTEMBER 11, 1989
Pursuant to resolutions of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Section 11 of ARTICLE IV (BOARD OF DIRECTORS)
is hereby amended as set forth below:
Section 11 - Executive Committee of the Board of
Directors
The Board of Directors may, whenever it sees fit, by a
majority vote of the number of Directors elected and qualified
from time to time, designate an Executive Committee of not less
than three (3) persons from its members which Committee shall,
except as to matters upon which the Board of Directors has
acted, have and exercise the full power of the Board of
Directors in the management of the business and affairs of the
Corporation; PROVIDED, always, that all business transacted
by such Committee shall be submitted to and be approved by the
Board of Directors at their next regular or special meeting.
The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to dissolve the
Executive Committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting held June 7, 1990, Section 2 of ARTICLE III of
the By-Laws of Skyline Corporation is hereby amended to
provide as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The Annual Meeting of the Shareholders for the election
of Directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at 10:00
o'clock A.M., local time, or at such other time that the Board of
Directors may determine, on the third Monday in September of
each year, if such day is not a legal holiday, and if a holiday,
then on the next day that is not a holiday.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting held June 6, 1991, Section 1 of ARTICLE IV of
the By-Laws of Skyline Corporation is hereby amended,
effective as of the date of the 1991 Annual Meeting of
shareholders, to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8)
members, who shall be elected annually by a majority of the
shares represented at the Annual Meeting of shareholders. Such
directors shall hold office until the next annual meeting of
shareholders and until their successors are elected and qualified.
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the
United States. A member of the board of directors shall be
elected by the vote of the majority of the directors as Chairman
of the Board, and such Chairman shall preside at all meetings
of the Board of Directors.
EXHIBIT A TO
MINUTES OF ANNUAL MEETING OF THE
BOARD OF DIRECTORS OF SKYLINE
CORPORATION
HELD SEPTEMBER 16, 1991
AMENDMENTS, NEW PROVISION AND REPEAL
OF
A PROVISION OF THE CODE OF BY-LAWS OF
SKYLINE CORPORATION
EFFECTIVE SEPTEMBER 16, 1991
Amendments
The following provisions of the Code of By-Laws of
Skyline Corporation are amended effective September 16, 1991
to provide as set forth below:
Article II, Section 3 - Certificates for Shares
Each shareholder shall be entitled to a certificate signed
by the vice-chairman of the board of directors or the president
or a vice president and the secretary or any assistant secretary of
the corporation certifying the number of shares owned by him
in the corporation. If such certificate is countersigned by the
written signature of a transfer agent other than the corporation
or its employee or by the written signature of a registrar other
than the corporation or its employee, the signatures of the
officers of the corporation may be facsimiles. If such certificate
is countersigned by the written signature of a registrar other than
the corporation or its employee, the signatures of the transfer
agent and the officers of the corporation may be facsimiles.
Every certificate shall state the name of the registered
holder, the number of shares represented thereby, the par value
of each share or a statement that such shares have no par value,
and whether such shares have been fully paid up and are
nonassessable. If such shares are not fully paid up, the
certificate shall be legibly stamped to indicate the per centum
which has been paid up, and as further payments are made
thereon the certificate shall be stamped accordingly.
If the corporation is authorized to issue shares of more
than one class, every certificate shall state the kind and class of
shares represented thereby, and the relative rights, interests,
preferences and restrictions of such class, or a summary thereof;
provided that such statement may be omitted from the certificate
if it shall be set forth upon the face or back of the certificate that
such statement, in full, will be furnished by the corporation to
any shareholder upon written request and without charge.
Article III, Section 3 - Special Meetings
Special meetings of the shareholders may be called by
the chairman of the board of directors, the vice-chairman of the
board of directors, the president, or by the board of directors.
Article III, Section 8 - Organization
The chairman of the board of directors, and in his
absence any director designated by the board of directors
including the vice-chairman and the president, shall call
meetings of the shareholders to order and shall act as chairman
of such meetings, and the secretary or the assistant secretary of
the corporation shall act as secretary of all meetings of the
shareholders. In the absence of the secretary and assistant
secretary, the presiding officer may appoint a shareholder to act
as secretary of the meeting.
Article IV, Section 7
Regular Meetings
Regular meetings of the board of directors may be held
without notice at such time and place, either within or without
the State of Indiana, as shall from time to time be determined by
the board.
Special Meetings
Special meetings of the board of directors shall be held,
either within or without the State of Indiana, whenever called by
the chairman of the board of directors, or the vice-chairman of
the board of directors, or the president or by any three (3) of the
directors. Oral, telegraphic or written notice shall be given, sent
or mailed not less than one (1) day before the meeting and shall
state the purposes of the meeting, and the date, place and hour
of such meeting.
Waivers of Notice
Notice of a meeting need not be given to any director
who submits a signed waiver of notice whether before or after
the meeting, and attendance at the meeting by any director shall
constitute waiver of notice by such director.
Article IV, Section 9 - Organization
The chairman of the board of directors and in his absence
the vice-chairman of the board of directors, and in their absence
the president 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 such meetings. The
secretary of the corporation shall act as secretary of the board of
directors, but in the absence of the secretary the presiding
officer may appoint any director to act as secretary of the
meeting.
Article V, Section 1 - Officers
The officers of the corporation shall consist of a
chairman of the board of directors, a vice-chairman of the board
of directors, a president, one or more vice presidents or senior
vice-presidents, a secretary, an assistant secretary and a
treasurer. Any two or more offices may be held by the same
person, except that the duties of the president and secretary shall
not be performed by the same person. The board of directors by
resolution may create and define the duties of other offices in
the corporation, and may elect or appoint person to fill such
offices.
Article VI, Section 3 - President
The president shall perform such duties as this code of
by-laws provides, or the board of directors may prescribe.
Article V, Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper, bonds, deeds, mortgages,
and all other legal instruments or documents shall be signed by
the vice-chairman of the board of directors or the president and,
if required shall be attested by the secretary or assistant
secretary. All certificates of stock shall be signed by the vice-
chairman of the board of directors or the president or a vice
president and the secretary or assistant secretary.
New Provision
The Code of By-Laws of Skyline Corporation is amended
effective September 16, 1991, to add a new Section 11 to Article
V, to provide as set forth below:
Article V, Section 11 - Vice-Chairman of the Board of
Directors
The vice-chairman of the board of directors shall perform
such duties as this code of by-laws provides, or the board of
directors may prescribe.
The vice-chairman of the board of directors shall have
full authority to execute proxies in behalf of the corporation, to
vote stock owned by it in any other corporation, and to execute,
with the secretary, powers of attorney appointing other
corporations, partnerships, or individuals the agent of the
corporation, all subject to the provisions of The Indiana
Business Corporation Law, as amended, the Articles of
Incorporation and this code of by-laws.
Repeal
The Code of By-Laws of Skyline Corporation is amended
effective September 16, 1991, to repeal the provisions of
Section 12 of Article IV, which before being repealed provided
as set forth below:
Article IV, Section 12 - Finance Committee
The chairman of the board of directors may, whenever he
sees fit, select and designate a finance committee of three (3)
members from the Board of Directors, which shall include the
chairman of the board of directors, which committee shall,
except as to matters upon which the Board of Directors has
acted, decide all questions concerning the financial matter of the
Corporation; PROVIDED ALWAYS that all decisions made by
such committee shall be submitted to and approved by the Board
of Directors at their next regular or special meeting. The
chairman of the board of directors shall have the power at any
time, to fill vacancies in, to change the membership of, or to
dissolve the finance committee.
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors
at their meeting held June 18, 1992, Section 1 of ARTICLE IV
of the By-Laws of Skyline Corporation is hereby amended,
effective as of the date of the 1992 Annual Meeting of
shareholders, to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members,
who shall be elected annually by a majority of the shares
represented at the Annual Meeting of the Shareholders. Such
Directors shall hold office until the next annual meeting of
shareholders and until their successors are elected and qualified.
Directors need not be Shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the
United States. A member of the Board of Directors shall be
elected by a vote of the majority of the Directors as Chairman
of the Board, and such Chairman shall preside at all meetings of
the Board of Directors.
AMENDMENT TO BY-LAWS
ADOPTED MARCH 18, 1993
Pursuant to resolutions of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Section 11 of ARTICLE IV (BOARD OF DIRECTORS)
is hereby amended as set forth below:
Section 11 - Executive Committee of the Board of
Directors
The Board of Directors may, whenever it sees fit, by a
majority vote of the number of Directors elected and qualified
from time to time, designate an Executive Committee of not less
than three (3) persons from its members which Committee shall,
except as to matters upon which the Board of Directors has
acted, have and exercise the full power of the Board of
Directors in the management of the business and affairs of the
Corporation, including but not limited to the power to authorize
dividend distributions according to a formula, method or limit,
or within a range, prescribed by the Board of Directors;
PROVIDED, always, that all business transacted by such
Committee shall be submitted to and be approved by the Board
of Directors at their next regular or special meeting. The Board
of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Executive
Committee.
AMENDMENT TO BY-LAWS
ADOPTED MAY 31, 1993
Pursuant to resolutions of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
Section 13 of ARTICLE IV (BOARD OF DIRECTORS)
is hereby amended as set forth below:
Section 13 - Governance and Compensation Committee
The Board of Directors, by resolution of a majority of the
whole Board, shall appoint a Governance and Compensation
Committee to consist of not less than three (3) directors, none
of whom shall be an officer or employee of the Corporation or
of any subsidiary or affiliated corporation. The functions of the
Governance and Compensation Committee shall be (a) to
identify and make recommendations to the Board of Directors
regarding candidates for election to the Board, (b) to review and
make recommendations to the Board of Directors regarding the
renomination of incumbent directors, (c) to perform other
related tasks, such as studying the size, committee structure or
meeting frequency of the Board, making studies or
recommendations regarding management succession, or tasks of
similar character as may be requested from time to time by the
Board of Directors or the Chief Executive Officer, (d) to
establish the compensation of the Chief Executive Officer of the
Corporation, (e) to consult with the Chief Executive Officer
with respect to the compensation of officers and executive
employees of the Corporation and its subsidiaries, and (f) to
undertake such additional similar functions and activities as may
be required by other compensation plans maintained by the
Corporation or as may be requested from time to time by the
Board of Directors.
The Board of Directors, by resolution of a majority of the
whole Board, shall designate one member of the Governance
and Compensation Committee to act as chairman of the
Committee. The Committee member so designated shall (a)
chair all meetings of the committee, (b) chair meetings involving
only non-employee directors, (c) coordinate an annual
performance evaluation of the Corporation, (d) coordinate the
evaluation of the performance of the Chief Executive Officer,
and (e) perform such other activities as from time to time are
requested by the other directors.
AMENDMENT TO BY-LAWS
ADOPTED MARCH 16, 1994
Pursuant to resolutions of the Board of Directors of
Skyline Corporation, the By-Laws of the Corporation are hereby
amended to provide as follows:
ARTICLE V (OFFICERS OF THE CORPORATION) is
hereby amended to add a new Section 12 as set forth below:
The Corporate Controller shall cause to be kept full and
accurate books and accounts of all assets, liabilities and
transactions of the corporation. The Corporate Controller shall
establish and administer an adequate plan for the control of
operations, including systems and procedures required to
properly maintain internal controls on all financial transactions
of the corporation. The Corporate Controller shall prepare, or
cause to be prepared, statements of the financial condition of the
corporation and proper profit and loss statements covering the
operations of the corporation and such other and additional
financial statements, if any, as the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, President
or Chief Financial Officer from time to time shall require. The
Corporate Controller also shall perform such other duties as may
be assigned by the Chairman of the Board of Directors, Vice
Chairman of the Board of Directors, President or Chief
Financial Officer, from time to time.