Exhibit 3.4
BYLAWS
OF
GREAT DANE TRAILERS, INC.
ARTICLE ONE
CAPITAL STOCK
1.1 Share certificates shall be numbered in the order in which they are
issued. They shall be signed by the President and Secretary or an Assistant
Secretary and the seal of the corporation shall be affixed thereto. The name of
the person owning the shares, the number of shares and the date of issue shall
be entered on the stub of each certificate. Any such certificates exchanged or
returned shall be cancelled by the Secretary or an Assistant Secretary and
placed in the minute book.
1.2 Transfers of shares shall be made on the records of the corporation
by the holder in person or by power of attorney, on surrender of the old
certificate for such shares, duly endorsed for transfer.
1.3 Each holder of common stock shall be entitled to one (1) vote for
each share of stock standing in his or her name.
1.4 Shares in the corporation shall be voted by the holder of record or
by another shareholder in the corporation in accordance with a proxy or any
agreement providing for the voting of the shares.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
2.1 The annual meeting of the shareholders of the corporation shall be
held on the third Wednesday in September of each year, or, if said day is not a
legal holiday, then on the next succeeding day not a holiday; provided,
however, the Board of Directors, by appropriate resolution, may select another
date for the annual meeting of shareholders.
2.2 Annual or special meetings of shareholders may be held within or
without the State of Georgia at such place and time as may from time to time be
fixed by the Board of Directors or as may be specified in the notice of said
meeting.
2.3 Special meetings of the shareholders may be called at any time by
the President, any director, or any holder or holders of as much as one-third of
the outstanding capital stock of the corporation, upon not less than ten (10)
nor more than fifty (50) days notice, either mailed to the last known address or
personally given to each shareholder. Notice of any special meeting of
shareholders shall state the purpose or purposes for which the meeting is
called.
2.4 Notice of any meeting of the shareholders may be waived by
instrument in writing executed before or after the meeting. Attendance at such
meeting in person or by proxy shall constitute a waiver of such notice thereof,
unless such attendance is for the sole purpose of objecting to the holding of
such meeting.
2.5 At all meetings of shareholders a majority of the
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outstanding shares of stock shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at the
meeting and entitled to vote. A lesser number may adjourn from day to day, and
shall announce the time and place to which the meeting is adjourned if they do
so adjourn the meeting.
2.6 Any action to be taken at a meeting of the shareholders, or any
action that may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken shall be
signed by, all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE THREE
DIRECTORS
3.1 Subject to these Bylaws, or any lawful agreement between or among
the shareholders, the full and entire management of the affairs and business of
the corporation shall be vested in the Board of Directors, which shall have and
may exercise all of the powers that may be exercised or performed by the
corporation.
3.2 The Board of Directors shall consist of five persons. Thereafter,
the then serving Board of Directors shall be empowered to, from time to time,
increase or reduce the fixed number of directors serving on the Board of
Directors. Any decision by the Board of Directors to increase or reduce the
fixed number of directors comprising the Board of Directors shall
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require the vote of a majority of the directors then serving. No reduction in
the number of directors shall have the effect of shortening the term of any
incumbent director. Directors shall be elected at an annual meeting of the
shareholders and serve for a term of one (1) year and until their successors are
elected. A majority of said directors shall constitute a quorum for the
transaction of business. All resolutions adopted and all business transacted by
the Board of Directors shall require the affirmative vote of a majority of the
directors present at the meeting.
3.3 If any vacancy shall occur among the directors by reason of death,
resignation, incapacity to serve, an increase in the number of directors, or
otherwise, the remaining directors shall continue to act; such vacancies may be
filled by a majority of the directors then in office, and, if not filled by
action of the directors, may be filled by the shareholders at any meeting held
during the existence of a vacancy.
3.4 The directors shall meet annually following the annual meeting of
the shareholders. Special meetings of the directors may be called at any time
by the President or by any director, on two (2) days notice. Notice of any such
meeting may be waived by instrument in writing. Attendance in person at such
meeting shall constitute a waiver of notice thereof, unless such attendance is
for the sole purpose of objecting to the holding of such meeting.
3.5 Any action to be taken at a meeting of the directors,
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or any action that may be taken at a meeting of the directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.
3.6 Any director may be removed from office, with or without cause, upon
the majority vote of the shareholders at a meeting with respect to which notice
of such purpose is given.
ARTICLE FOUR
OFFICERS
4.1 The principal officers of the corporation shall consist of a
President, a Secretary and a Treasurer. The officers shall be elected by the
Board of Directors and shall serve at the pleasure of the directors.
4.2 The President shall be the chief executive officer of the
corporation and shall have general and active management of the operation of the
corporation. The President also shall be responsible for the day-to-day
administration of the corporation, including general supervision of the policies
and financial affairs of the corporation.
4.3 The Secretary (or an Assistant Secretary) shall keep the minutes of
all the meetings of the shareholders and directors and shall have charge of the
minute book and seal of the corporation. The Secretary shall perform such other
duties and have such other powers as may be assigned to him from time to time by
the Board of Directors and/or the President.
4.4 The Treasurer shall be charged with the day-to-day management of the
financial affairs of the corporation and shall
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have the responsibility to recommend action concerning the corporation's
financial affairs to the President and the Board of Directors. The Treasurer
shall also have such other duties and responsibilities as may be assigned to him
from time to time by the Board of Directors and/or the President.
4.5 The Board of Directors may elect, or the President may appoint, one
or more Vice Presidents and one or more assistants to the Secretary and/or
Treasurer, who, if elected, shall have such duties and responsibilities as may
be prescribed by the Board of Directors and/or the President.
4.6 Any person may hold two or more offices except the offices of
President and Secretary.
ARTICLE FIVE
SEAL
5.1 The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such seal at any time, the signature of the corporation followed by the
word "SEAL" enclosed in parentheses or scroll, shall be deemed the seal of the
corporation. The seal shall be in the custody of the Secretary (or as Assistant
Secretary) and shall be affixed on all corporate share certificates and other
corporate papers where necessary or appropriate.
ARTICLE SIX
AMENDMENTS
6.1 These Bylaws may be amended by a majority vote of the Board of
Directors or by majority vote of the shareholders,
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provided that the shareholders may provide by resolution that any Bylaw
provision adopted, repealed, amended or altered by them may not be repealed,
amended, altered or readopted by the Board of Directors.
ARTICLE SEVEN
INDEMNIFICATION
7.1 (a) Under the circumstances prescribed in section 7.2 hereof, the
corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in a manner which he
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reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) Under the circumstances prescribed in section 7.2 hereof, the
corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
7.2 To the extent that a director, officer, employee or
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agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in section 7.1 hereof, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Except as provided in the preceding sentence and
except as may be ordered by a court, any indemnification under section 7.1
hereof shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in section 7.1 hereof. Such a determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) by
independent legal counsel employed by the corporation, in a written opinion, if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, or (3) by the affirmative vote of a majority
of the shares entitled to vote thereon.
7.3 Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors
generally or as to a specific case or as to a specific person or persons
(designated by name, title or class of persons), upon receipt of an undertaking
by or on behalf of the director, officer, employee
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or agent to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized in this Article
Seven.
7.4 The provisions for indemnification and advancement of expenses
provided by this Article Seven shall not be deemed exclusive of any other
rights, in respect of indemnification or otherwise, to which those seeking
indemnification may be entitled under any bylaw, agreement, either specifically
or in general terms, resolution, or approved by the affirmative vote of the
holders of a majority of the shares entitled to vote thereon taken at a meeting
the notice of which specified that such bylaw, resolution or agreement would be
placed before the shareholders, both as to action by a director, officer,
employee or agent in his official capacity and as to action in another capacity
while holding such office or position, except that no such other rights, in
respect to indemnification or otherwise, may be provided or granted with respect
to the liability of any director, officer, employee or agent for (a) any
appropriation, in violation of his duties, of any business opportunity of the
corporation; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (c) liabilities of a
director imposed by section 14-2-832 of the Georgia Business Corporation Code;
or (d) any transaction from which the director, officer, employee or agent
derived an improper personal benefit.
7.5 (a) The corporation may purchase and maintain insurance on behalf
of any person who is or was a director,
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officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article Seven.
(b) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the corporation, the
corporation shall, not later than the next annual meeting of shareholders unless
such meeting is held within three months from the date of such payment, and, in
any event within 15 months from the date of such payment, send by first class
mail (or if the corporation shall have at the time more than 500 shareholders
entitled to vote, by such other means as may be authorized by the Georgia
Business Corporation Code for notices of meetings of shareholders), to its
shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
7.6 As a condition to any such right of indemnification, or to receive
advancement of expenses, the corporation may require that it be permitted to
participate in the defense of any such action or proceeding through legal
counsel designated by the
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corporation and at the expense of the corporation.
7.7 The rights to indemnification and advancement of expenses provided
in this Article Seven shall continue notwithstanding that a person who would
otherwise have been entitled to indemnification or advancement of expenses
hereunder shall have ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such
persons.
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