EXHIBIT 3 (d)
BY-LAWS OF
UNITED MOBILE HOMES, INC.
ARTICLE I
OFFICES
Section 1. Registered Office and Agent. The
registered office of the Corporation in the State of New
Jersey is at Juniper Business Plaza, 3499 Route 9 North,
Suite 3-C, Freehold, New Jersey 07728.
The registered agent of the Corporation at such office
is Eugene W. Landy, Esquire.
Section 2. Principal Place of Business. The principal
place of business of the Corporation is Juniper Business
Plaza, 3499 Route 9 North, Suite 3-C, Freehold, New Jersey
07728.
Section 3. Other Places of Business. Branch or
subordinate places of business or offices may be established
at any time by the Board at any place or places where the
Corporation is qualified to do business.
ARTICLE II
SEAL
The Corporation shall have a seal of duly approved form
and design, an impression of which is affixed hereto.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of
shareholders shall be held at 4:00PM Eastern Time on the
third Tuesday of the month of May of each year at its
principal office, Juniper Business Plaza, 3499 Route 9
North, Suite 3-C, Freehold, New Jersey, or at such other
time and place as shall be specified in the notice of
meeting, in order to elect directors and transact such other
business as shall come before the meeting. If that date is
a legal holiday, the meeting shall be held at the same hour
on the next succeeding business day. (Amended February 13,
1986)
Section 2. Special Meetings. A special meeting of
shareholders may be called for any purpose by the President
or the Board or, upon petition of 10% of the shareholders to
the Board of Directors, a special meeting of the
shareholders will be ordered. (Amended November 21, 1991)
Section 3. Quorum. The presence at a meeting in
person or by proxy of the holders of shares entitled to cast
a majority of the votes shall constitute a quorum.
Section 4. Notice of Meetings. A written or printed
notice of each annual or special meeting of the shareholders
of the Corporation, signed by the President or Vice-
President or Secretary, which shall state the time, place
and purpose or purposes of such meeting, shall be delivered
personally or by mail, not less than ten (10) days nor more
than sixty (60) days before the meeting, to each shareholder
of record entitled to vote at the meeting. If mailed, the
notice shall be directed to the shareholder at his address
as it appears on the stock book, unless he shall have filed
with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in
which case it shall be mailed to the address designated in
such request. Any shareholder may at any time by a duly
signed statement in writing to that effect waive any
statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.
Section 5. Voting. At all meetings of the
shareholders, each shareholder entitled to vote, and present
at the meeting in person or by proxy, shall be entitled to
one vote for each full share of capital stock of the
Corporation entitled to vote and standing registered in his
name at the time of such voting; and the vote of the holders
of a majority of the stock present and entitled to vote at
any such meeting of the shareholders shall control on any
question brought before such meeting. The Board of
Directors may designate a date as the record date for the
determination of shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment
thereof. Such date shall not be less than ten (10) nor more
than sixty (60) days before the date of such meeting.
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Section 6. Proxies. Any shareholder of record
entitled to vote may be represented at any regular or
special meeting of the shareholders by a duly appointed
proxy. All proxies shall be written and properly signed,
but shall require no other attestation, and shall be filed
with the Secretary of the meeting before being voted.
Section 7. Officers of Meetings. The President of the
Corporation, if present, shall preside at all meetings of
shareholders; in his absence the Vice-President of the
Corporation, if present, shall preside. The Secretary of
the Corporation shall, if present, act as secretary of all
meetings of the shareholders. In his absence a temporary
secretary for that particular meeting shall be elected. The
Secretary of the shareholders' meeting shall keep a faithful
record of the proceedings of such meetings, and, if not the
Secretary of the Corporation, shall immediately turn over
such record to the Secretary of the Corporation.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The Board shall
consist of 8 members. Each director shall be elected by the
shareholders at each annual meeting and shall hold office
until the next annual meeting of shareholders and until that
directors' successor shall have been elected and qualified.
(Amended June 18, 1985; further amended November 21, 1991;
further amended February 13, 1992).
Section 2. Regular Meetings. A regular meeting of the
Board shall be held without notice immediately following and
at the same place as the annual shareholders' meeting for
the purposes of election of officers and conducting such
other business as may come before the meeting. The Board,
by resolution, may provide for additional regular meetings
which may be held without notice, except to members not
present at the time of the adoption of the resolution.
Section 3. Special Meetings. A special meeting of the
Board may be called at any time by the President or by any
two Directors for any purpose. Such meeting shall be held
upon three (3) days notice if given orally, (either by
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telephone or in person), or by telegraph, or by five (5)
days notice if given by depositing the notice in the United
States mails, postage prepaid. Such notice shall specify
the time and place of the meeting.
Section 4. Action Without Meeting. The Board may act
without a meeting if, prior or subsequent to such action,
each member of the Board shall consent in writing to such
action. Such written consent or consents shall be filed in
the minute book.
Section 5. Quorum. A majority of the entire Board
shall constitute a quorum for the transaction of business.
Section 6. Vacancies in Board of Directors. Any
vacancy in the Board, including a vacancy caused by an
increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors,
even though less than a quorum of the Board, or by a sole
remaining director.
ARTICLE V
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the
Certificate of Incorporation, or by the New Jersey Business
Corporation Act may be waived in writing by any person
entitled to notice. The waiver or waivers may be executed
either before or after the event with respect to which
notice is waived. Each director or shareholder attending a
meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have
waived notice of the meeting.
ARTICLE VI
OFFICERS
Section 1. Election. At its regular meeting following
the annual meeting of shareholders, the Board shall elect a
president, a treasurer, a secretary, and it may elect such
other officers, including one or more vice-presidents, as it
shall deem necessary. One person may hold two or more
offices.
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Section 2. Duties and Authority of the President. The
President shall be the Chief Executive Officer of the
Corporation. Subject only to the authority of the Board, he
shall have general charge and supervision over, and
responsibility for, the business and affairs of the
Corporation. Unless otherwise directed by the Board, all
other officers shall be subject to the authority and
supervision of the President. The President may enter into
and execute in the name of the Corporation contracts or
other instruments in the regular course of business or
contracts or other instruments not in the regular course of
business which are authorized, either generally or
specifically, by the Board. He shall have the general
powers and duties of management usually vested in the office
of president of a corporation.
Section 3. Duties and Authority of Vice-President.
The Vice-President shall perform such duties and have such
authority as from time to time may be delegated to him by
the President or the Board. In the absence of the President
or in the event of his death, inability, or refusal to act,
the Vice-President shall perform the duties and be vested
with the authority of the President.
Section 4. Duties and Authority of Treasurer. The
Treasurer shall have the custody of the funds and securities
of the Corporation and shall keep or cause to be kept
regular books of account for the Corporation. The Treasurer
shall perform such other duties and possess such other
powers as are incident to that office or as shall be
assigned by the President or the Board.
Section 5. Duties and Authority of Secretary. The
Secretary shall cause notices of all meetings to be served
as prescribed in these By-Laws and shall keep or cause to be
kept the minutes of all meetings of the shareholders and the
Board. The Secretary shall have charge of the seal of the
Corporation. The Secretary shall perform such other duties
and possess such other powers as are incident to that office
or as are assigned by the President or the Board.
Section 6. Indemnification. Every officer, director
or employee of United Mobile Homes, Inc. or its wholly-owned
subsidiaries shall be indemnified against expenses
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and liabilities in connection with said persons' efforts on
behalf of United Mobile Homes, Inc. or its wholly-owned
subsidiaries, and a condition of the directorship,
employment or agency of its officers and agents, is that
said persons be granted the fullest protection and
indemnification available under N.J.S.A. 14A:305. The
purpose of this resolution is to require indemnification
where United Mobile Homes, Inc. has the power to grant
indemnification where authorized in a specific case, upon a
determination that indemnification is proper under the
circumstances in accordance with the provision of N.J.S.A.
14A:305.
Section 7. Every officer shall perform such duties as
the Board of Directors may from time to time require, and
the Board of Directors may likewise appoint such other
officers as may in its discretion be necessary for the
transaction of the business of the Corporation, with such
powers and duties as it may confer and impose. Should any
vacancy occur among the officers by death, resignation, or
otherwise, the same shall be filled by the Board of
Directors by a majority vote, at any regular or special
meeting called for that purpose.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates. Certificates of stock shall
be signed by the President or Vice-President, and
countersigned by the Secretary or Treasurer and sealed with
the seal of the Corporation. Each certificate of stock
shall plainly state upon the face thereof the number of
shares of the class which it represents. All certificates
exchanged or returned to the Corporation shall be marked
"cancelled" by the Secretary, with the date of cancellation.
Section 2. Transfers. All transfers of stock shall be
made upon the books of the Corporation, and must be
accompanied by the surrender of the duly endorsed
certificate representing the stock transferred.
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ARTICLE VIII
DIVIDENDS
Section 1. Dividends. Dividends shall be declared and
paid at such times and in such amounts as the Board of
Directors may in their absolute discretion determine and
designate, subject to the restrictions and limitations
imposed by the Certificate of Incorporation and By-Laws.
ARTICLE IX
AMENDMENTS TO AND EFFECT OF BY-LAWS;
CALENDAR YEAR (Amended November 21, 1991)
Section 1. Force and Effect of By-Laws. These By-Laws
are subject to the provisions of the New Jersey Business
Corporation Act and the Corporation's Certificate of
Incorporation, as it may be amended from time to time. If
any provision in these By-Laws is inconsistent with a
provision in that Act or the Certificate of Incorporation,
the provision of that Act or the Certificate of
Incorporation shall govern.
Section 2. Amendments to By-Laws. These By-Laws may
be altered, amended or repealed by the shareholders or the
Board. Any by-law adopted, amended or repealed by the
shareholders may be amended or repealed by the Board, unless
the resolution of the shareholders adopting such by-law
expressly reserves to the shareholders the right to amend or
repeal it.
Section 3. Calendar Year. The calendar year of the
Corporation shall begin on the first day of January of each
year. (Amended November 21, 1991)
ARTICLE X
AMENDMENTS TO AND EFFECT OF CERTIFICATE OF INCORPORATION
Section 1. Amendments to Certificate of Incorporation.
Amendments may be made to the Company's Certificate of
Incorporation by the affirmative vote of two-thirds of the
votes cast by the holders of shares entitled to vote
thereon. (Amended November 21, 1991)
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