Exhibit 3.5
ARTICLES OF INCORPORATION
OF
GREAT DANE TRAILERS NEBRASKA, INC.
I.
The name of the corporation is: "Great Dane Trailers Nebraska,
Inc."
II.
The corporation shall have perpetual duration.
III.
The corporation is organized for profit under the Nebraska Business
Corporation Act for the purpose of the manufacturing of truck trailers and the
doing and performing of all acts and things incidental and/or related thereto,
and for any other lawful purpose for which corporations may be incorporated
under sections 21-2001 to 21-20,134 of the Nebraska Business Corporation Act.
IV.
The corporation shall have all of the powers and shall enjoy all of
the rights, privileges and immunities as provided for under the Nebraska
Business Corporation Act.
V.
The corporation shall have the authority to issue not more than
1,000 shares of $1.00 par value common stock.
VI.
The initial registered office of the corporation shall be
located at 1200 Centennial Road, Wayne, Wayne County, Nebraska 68787. The
initial registered agent of the corporation is K. L. Mendel, whose address is
1200 Centennial Road, Wayne, Nebraska 68787.
VII.
The name and address of the incorporator is John M. Hewson, III,
Hunter, Maclean, Exley & Dunn, P.C., Third Floor, 200 East St. Julian Street,
Savannah, Georgia 31401.
VIII.
The mailing address of the initial principal office of the
corporation is c/o K. L. Mendel, 1200 Centennial Road, Wayne, Nebraska 68787.
IX.
The corporation may make distributions to its shareholders and/or
purchase its own shares to the fullest extent permitted by the Nebraska Business
Corporation Act as the same now exists or hereafter may be amended.
IN WITNESS WHEREOF, the undersigned incorporator has set his hand
and seal to these Articles of Incorporation, this 4th day of December, 1989.
/s/ JOHN M. HEWSON III (L.S.)
-----------------------
John M. Hewson, III,
Incorporator
GREAT DANE TRAILERS, INC.
Lathrop Avenue
P.O. Box 67
Savannah, Georgia 31402-0067
(912) 232-4471
December 6, 1989
Secretary of State of Nebraska
Corporations Division
State Capitol Building
Lincoln, Nebraska 68509
Re: Incorporation of Great Dane Trailers Nebraska, Inc.
Dear Sir:
As Secretary of Great Dane Trailers, Inc., and Great Dane Trailers
Indiana, Inc., I hereby state the following:
1. Great Dane Trailers, Inc., a Georgia corporation, is qualified
to do business in the State of Nebraska.
2. Great Dane Trailers Indiana, Inc., a Delaware corporation, is
qualified to do business in the State of Nebraska.
3. Great Dane Trailers Indiana, Inc., owns the trade name "Great
Dane Trailers Nebraska," for use in the State of Nebraska.
4. Permission is hereby granted that the Articles of
Incorporation of Great Dane Trailers Nebraska, Inc., a Nebraska corporation, be
filed by your office.
Should you require additional information, please do not hesitate to
contact me.
Very truly yours,
GREAT DANE TRAILERS, INC.
By: s/ DANIEL J. O'CONNOR
----------------------------
Daniel J. O'Connor
Secretary
GREAT DANE TRAILERS INDIANA, INC.
By: s/ DANIEL J. O'CONNOR
----------------------------
Daniel J. O'Connor
Secretary
STATE OF NEBRASKA )
) ss.
WAYNE COUNTY )
I, Linda Granfield, of said County, being first duly sworn, do depose and say
that I am bookkeeper of THE WAYNE HERALD, which is a legal semi-weekly
newspaper, wholly printed and published in its office in Wayne, Wayne County,
Nebraska, for more than fifty-two consecutive weeks prior to the first
publication of the annexed notice and the present time; that said newspaper now
has and during all of that time had an actual bona fide circulation of more than
three hundred copies weekly within said Wayne County, and that the notice hereto
attached has been published weekly for three consecutive week(s), in said paper,
commencing on the 14 day of December, 1989, and ending on the 28 day of December
1989 and further deponent sayeth not.
s/ LINDA GRANFIELD
- -----------------------------
Subscribed and sworn to before me this 10th day of January, 1990.
s/ PEGGY L. WRIGHT
- -------------------------------
Notary Public
CERTIFICATE OF REVIVAL OR RENEWAL
OF A DOMESTIC OR NONPROFIT CORPORATION
To be submitted, in duplicate, to:
Secretary of State, Suite 2300 State Capitol,
Lincoln, Nebraska 68509
KNOWN ALL MEN BY THESE PRESENTS:
1. Now comes Kenneth L. Mendel, Vice President, and Robert V. Dyer, Asst.
Secretary and/or Treasurer, who on April 1, 1990, were duly elected as
officers of Great Dane Trailers Nebraska Inc. located as 1200 N.
Centennial Rd. Wayne, NE. 68787 a Nebraska corporation duly organized
under and by virtue of the laws of the state of Nebraska, for the purposes
of revising or renewing said corporation.
2. The existence of this corporation became (or will become) inoperative on
April 16, 1990, because of dissolution by the office of the Secretary of
State by expiration of existence, or for nonpayment of occupational taxes
or annual fees. The revival of this corporation shall be perpetual unless
sooner dissolved by proper action of its stockholders, or by due process
of law.
3. The registered office of this corporation in Nebraska shall be 1200 N.
Centennial Rd* Wayne Wayne Nebraska 68787 and the registered agent at such
address shall be Kenneth L. Mendel.**
* Address shall be complete, using full street address. A box number is
acceptable only in those cases where street addresses are not available.
** If the above-named registered agent or registered office constitutes a
change from the previous designation, this information will be entered
onto the corporation's records in this office. No further notification or
filing of a separate form is necessary.
SIGNATURE OF AT LEAST TWO
OFFICERS REQUIRED:
FILING FEES.
Domestic Revival . . .$28,00 Vice President KENNETH L. MENDEL
-----------------
Nonprofit Revival. . .$18.00 Asst. Secretary ROBERT V. DYER
---------------
Treasurer
-----------------------
- --------------------------------------------------------------------------
CERTIFICATE OF GOOD STANDING IN THE STATE OF NEBRASKA
I, ALLEN J. BEERMANN, Secretary of State, do hereby certify the above-named
corporation to be in good standing.
IN TESTIMONY WHEREOF, the Secretary of State of Nebraska has hereby affixed his
signature or facsimile thereof and seal on the date set out in the recording
data.
(State Seal)
DOMESTIC
CHANGE OF REGISTERED AND/OR REGISTERED OFFICE
(Submit in Duplicate)
TO: ALLEN J. BEERMANN, Secretary of State, Lincoln, Nebraska 68509
The following corporation, pursuant to the laws of the State of Nebraska, does
hereby wish to change its Registered Agent and/or Registered Office in the State
of Nebraska.
GREAT DANE TRAILERS NEBRASKA, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BEFORE CHANGE: GREAT DANE TRAILERS NEBRASKA, INC.
Registered Agent: KENNETH L. MENDEL 1046128
1200 N. CENTENNIAL RD.
Registered Office WAYNE NE 68787 Nebraska
- -----------------
The following change of registered office, registered agent, or both, were
authorized by a resolution duly adopted by the board of directors on the ______
day of July 1990.
The registered office of this corporation in Nebraska shall be 1200 N.
Centennial Rd* Wayne Nebraska 68787 and the registered agent at such address
shall be Terry Hanson.
* Address shall be complete, using full street address. A box number is
acceptable only in those cases where street addresses are not available.
Such statement shall be executed by the corporation by its president or a vice
president:
Dated: 8-6-92 President:
------------------------- ----------------------------------
or
Vice President:
---------------------------