Exhibit 3.7
STATE OF TENNESSEE
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CERTIFICATE OF INCORPORATION
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Name. First. The name of the corporation is
ARROW EQUIPMENT CO., INC.
Address. Second. The address of the principal office of this
corporation in the State of Tennessee is
635 Hernando Street, Memphis, Tennessee.
Business. Third. The general nature of the business to be
transacted by this corporation is Lease or rent,
repair and service, and manufacture, purchase or
sell trucks and trailers, truck and trailer bodies
and highway motor equipment; [and generally deal
in renting or leasing, repairing, servicing,
manufacturing, purchasing and selling trucks and
trailer equipment, and highway motor equipment]
and accessories and component parts; also
generally deal in trucks and trailers, in truck
and trailer parts, repairs, service, equipment and
sell and exchange of trucks, trailers, truck and
trailer highway and motor equipment, accessories
and parts.
Stock, with Fourth. The maximum number of shares of stock
Classification which this corporation is authorized
and Distinguish- to have outstanding at any time is Five
ing Character- hundred (500) shares of common stock of
istics, if any. One Hundred Dollars ($100.00) per share with full
voting rights.
Initial Fifth. The amount of capital with which this
Capital. corporation will begin business shall be (not less
than One Thousand) Fifty Thousand Dollars; and
when such amount so fixed shall have been
subscribed for, all subscriptions of the stock of
this corporation shall be enforceable and it may
proceed to do business in the same manner and as
fully as though the maximum
number of shares authorized under the provisions
of the preceding section hereof shall have been
subscribed for.
Duration. Sixth. The time of existence of this corporation shall be
perpetual.
Other Provi- Seventh.
sions, (See
Sec. 5, Sub-
section 7 of
the Corporation
Act of 1929.)
We, the undersigned, apply to the State of Tennessee, by virtue of
the laws of the land, for a Charter of Incorporation for the purposes and with
the powers, etc., declared in the foregoing instrument.
Witness our hands this 15th day of June, 1954.
Subscribing Witness: Nathan A. Carter, Jr.
Nathan A. Carter, Jr.
Sarah Martin Carter
Sarah Martin Carter
C. A. Davis, Jr.
C. A. Davis, Jr.
STATE OF TENNESSEE, COUNTY OF Shelby
Personally appeared before me the undersigned (Clerk of the County
Court or Notary Public) the within-named incorporations, Nathan A. Carter, Jr.,
Sarah Martin Carter, and C. A Davis, Jr. with whom I am personally acquainted,
and who acknowledged that they executed the within application for a Charter of
Incorporation for the purposes therein contained and expressed.
Witness my hand and official seal at office in Memphis, Tennessee,
this 15th day of June, 1954.
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C. A. Davis
(Signature of Notary Public)
(If Notary Public) My Commission expires 12 day of July, 1956.
(Official Title) Notary Public
I, Edward Friar, Secretary of State, do certify that this Charter,
with certificate attached, the contents of which is a true copy, was this day
registered and certified by me.
This 16th day of June, 1954 G. EDWARD FRIAR, Secretary of
State. Fee $20.00
AMENDMENT TO CHARTER OF INCORPORATION
OF
ARROW EQUIPMENT CO., INC., OF MEMPHIS, TENNESSEE
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WHEREAS, at a called meeting of the Board of Directors of the Arrow
Equipment Co., Inc., said meeting having been properly called and held at the
office of the company at 635 Hernando Street, Memphis, Tennessee, a resolution
was passed by the Board of Directors of said corporation declaring it advisable
to increase the authorized capital stock of the corporation from five hundred
(500) shares of common stock of One Hundred Dollars ($100.00) per share with
full voting rights, to One thousand (1,000) shares of common stock of One
Hundred Dollars ($100.00) per share with full voting rights, and
WHEREAS, at a meeting of the stockholders of the Arrow Equipment
Co., Inc. properly called and held at the office of said company at 635 Hernando
Street, Memphis, Tennessee, at which meeting all of the stockholders of said
corporation were present in person, a resolution was unanimously passed
authorizing the Directors of said Corporation to apply to the State of Tennessee
for an amendment to the charter of said corporation whereby the authorized
capital stock of the corporation is increased to one thousand (1,000) shares of
common stock of One Hundred Dollars ($100.00) per share with full voting rights,
which resolution has been duly entered upon the minutes of said corporation, and
WHEREAS, at a subsequently called meeting of the Board of Directors
of said Corporation, properly called and held at the office of said corporation
at 635 Hernando Street, Memphis, Tennessee, the Board of Directors of said
Corporation, by proper resolution properly entered upon the minutes of said
corporation authorized and directed N. A. Carter, Jr. as President, and C. A.
Davis as Secretary of the Corporation to execute proper certificate applying for
amendment of the charter of the corporation for the purposes set out in the
resolution.
NOW THEREFORE, we, the undersigned, comprising the Board of
Directors and the President and Secretary respectively of the Arrow Equipment
Co., Inc., of 635 Hernando Street, Memphis, Tennessee, hereby apply to the State
of Tennessee for an amendment to the charter of incorporation for the purpose of
increasing the authorized capital stock of the corporation from five hundred
(500) shares of common stock of One Hundred Dollars ($100.00) per share with
full voting rights, to one thousand (1,000) shares of common stock of One
Hundred Dollars ($100.00) per shares with full voting rights.
WITNESS our hands at memphis, Tennessee, this 27th day of October,
1954.
N. A. CARTER, JR.
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N. A. Carter, Jr. President
N. A. CARTER, JR.
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N. A. Carter, Jr. Director
C. A. DAVIS
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C. A Davis Secretary
SARAH MARTIN CARTER
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Sarah Martin Carter Director
C. A. DAVIS
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C. A Davis Director
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, the undersigned Notary Public, the
within named directors and officers, N. A. Carter, Jr., Sarah Martin Carter and
C. A. Davis, Directors, and N. A. Carter, Jr., President and C. A. Davis,
Secretary, with each of whom I am personally acquainted and who acknowledged
they executed the within application for an amendment to the Charter of
Incorporation for the purposes therein contained and expressed.
WITNESS my hand and Notarial Seal at office at Memphis, Tennessee,
this the 27 day of October, 1954.
(SEAL) CHARLES A. WALT
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Notary Public
My commission expires 3-30-56.
I, G. EDWARD FRIAR, Secretary of State, do hereby certify that this
amendment to charter, with certificate attached, the foregoing of which is a
true copy, was this day registered and certified to by me. This the 28th day of
October, 1954.
G. EDWARD FRIAR,
SECRETARY OF STATE
FEE: $20.00
AMENDMENT TO CHARTER OF INCORPORATION
OF
ARROW EQUIPMENT CO., INC., MEMPHIS, TENNESSEE
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WHEREAS, at a meeting of the Board of Directors of the Arrow
Equipment Co., Inc., said meeting having been properly called and held at the
office of the company at 1095 Harbor Avenue, Memphis, Tennessee, at 10:00 A.M.,
May 21, 1956, a resolution was passed by the Board of Directors of said
corporation declaring it advisable to increase the authorized capital stock of
the corporation from one thousand (1,000) shares of common stock of One Hundred
Dollars ($100.00) per share with full voting rights to twenty-five hundred
(2,500) shares of common stock of One Hundred Dollars ($100.00) per share with
full voting rights and to twelve hundred fifty (1,250) shares of preferred
stock, the preferred stock to be issued at the par value of One Hundred Dollars
($100.00) each, without any voting rights and the holders of said preferred
stock shall be entitled to receive and shall receive dividends on the value of
such stock as fixed by the Board of Directors pursuant to law at the rate of
five percent (5%) per annum, which shall be cumulative and set aside from the
net earnings and paid before any dividends shall be set aside or paid on the
shares of common capital stock and in event of liquidation or dissolution, or
winding up of the corporation or its business affairs the holders of shares of
preferred capital stock shall be entitled to be paid first before any
distribution of payment is to be made among the holders of common capital stock,
and
WHEREAS, at a meeting of the stockholders of the Arrow Equipment
Co., Inc. properly called and held at the office of said company at 1095 Harbor
Avenue, at 11:00 A.M., May 21, 1956, at which meeting all of the stockholders of
said corporation were present in person, the resolution mentioned in the
preceding paragraph was presented and on motion duly made and unanimously
carried said resolution unanimously adopted, and has been duly entered upon the
minutes of the corporation, and
WHEREAS, at a subsequent meeting of the Board of Directors of Arrow
Equipment Co., Inc. held at 12:00 A.M., May 21, 1956 at the office of the
corporation at 1095 Harbor Avenue, Memphis, Tennessee, the Board of Directors of
said corporation by proper resolution duly entered upon the minutes of the
corporation authorized and directed N. A. Carter, Jr., as President, and Sarah
Martin Carter, Secretary of the corporation, to execute proper certificate
applying for amendment of the charter of the corporation for the purposes set
out in the resolution.
NOW, THEREFORE, we, the undersigned, comprising the Board of
Directors, and the President and Secretary, respectively, of the Arrow Equipment
Co., Inc., of 1095 Harbor Avenue, Memphis, Tennessee, hereby apply to the State
of Tennessee for amendment to the charter of the corporation for the purpose of
increasing the authorized capital stock of the corporation from one thousand
(1,000) shares of common stock of par value of One Hundred Dollars ($100.00) per
share with full voting rights, to twenty-five hundred (2500) shares of common
stock of par value of one Hundred Dollars ($100.00) per share [with full voting
rights, and twelve hundred fifty (1250) shares of preferred stock of par value
of One Hundred Dollars ($100.00) per share] without voting rights, and of the
characteristic rights and privileges as hereinbefore enumerated.
WITNESS our hands at Memphis, Tennessee, this the 21st day of May,
1956.
N. A. CARTER, JR.
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N. A. Carter, Jr. President
N. A. CARTER, JR.
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N. A. Carter, Jr. Director
SARAH MARTIN CARTER
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Sarah Martin Carter Secretary
SARAH MARTIN CARTER
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Sarah Martin Carter Director
C. A. DAVIS
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C. A Davis Director
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, the undersigned Notary Public, the
within named directors and officers, N. A. Carter, Jr., Sarah Martin Carter and
C. A. Davis, Directors, and N. A. Carter, Jr., President and Sarah Martin
Carter, Secretary, with each of whom I am personally acquainted and who
acknowledged they executed the within application for an amendment to the
Charter of Incorporation for the purposes therein contained and expressed.
WITNESS my hand and Notarial Seal at office at Memphis, Tennessee,
this the 21st day of May, 1956.
(SEAL) C. A. DAVIS, JR.
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Notary Public
My commission expires 20 April 1956
I, G. EDWARD FRIAR, Secretary of State, do hereby certify that this
amendment to charter, with certificate attached, the foregoing of which is a
true copy, was this day registered and certified to by me. This the 24th day of
May, 1956.
G. EDWARD FRIAR,
SECRETARY OF STATE
FEE: $37.50
Amendment to Charter of Incorporation
AT A MEETING OF THE BOARD OF DIRECTORS OF
ARROW EQUIPMENT CO., INC. duly held at the office of said
corporation in Memphis, Tennessee, on the 10th day of June, 1966, the following
resolution was adopted, its advisability declared and a meeting of the
stockholders duly called to vote thereon; which resolution is as follows:
BE IT RESOLVED by the Board of Directors of the Arrow Equipment Co., Inc. that
application be made, as required by Law for an Amendment to the Charter of Arrow
Equipment Co., Inc. changing the name of the Corporation to Arrow Trailers, Inc.
We, N. A. Carter, Jr. and Sarah Martin Carter the President and
Secretary, respectively, of Arrow Equipment Co., Inc. a corporation chartered
and organized under the laws of the State of Tennessee, in pursuance to
directions from the Directors of the corporation, hereby certify that at a
meeting of the stockholders of said corporation, legally called and held at the
office of said corporation in the town of Memphis a resolution in writing was
adopted by an affirmative vote of the stockholders, said affirmative vote
representing a majority of the shares of stock in said corporation, declaring
the desire of the stockholders to amend the charter of their said company for
the purposes set forth in said resolution above set out, and that said
resolution was duly entered on the minutes of said corporation:
Now, therefore, we hereby certify to the fact of the adoption of
said resolution by the stockholders of said corporation for the purposes set
out, to the end that this certificate may be duly recorded in the office of the
Secretary of State.
Witness our hands this the 10th day of June, 1966.
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President or Vice-President
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Secretary of Asst. Secretary
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public of the county
aforesaid N. A. Carter, Jr. and Sarah Martin Carter with whom I am personally
acquainted, and who made oath before me in due form of law that N. A. Carter,
Jr., is the president and Sarah Martin Carter is the Secretary of Arrow
Equipment Co., Inc. and that the statements made in the foregoing certificate
are true.
Witness my hand and official seal at office in Memphis, Tennessee,
this 10th day of June, 1966.
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Notary Public
(If Notary Public) My Commission expires 10 day of Jan, 1967.
We the undersigned, comprising a majority of the Board of Directors
of Arrow Equipment Co., Inc., apply to the State of Tennessee for an amendment
to the charter of that corporation for the purposes therein shown.
Witness our signatures this the 10th day of June, 1966.
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N. A. Carter, Jr.
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Sarah Martin Carter
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C. A. Davis
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public (official title), the
within named N. A. Carter, Jr., Sarah Martin Carter, and C. A. Davis Directors
of Arrow Equipment Co., Inc. with whom I am personally acquainted, and who
acknowledge that as such Directors they executed the within application for an
amendment to the charter of incorporation for the purposes therein contained and
expressed
Witness my hand an seal of office, this the 10th day of June, 1966.
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Official Title - Notary Public
(If Notary Public) My Commission expires 10 day of Jan, 1967.
I, JOE C. CARR, Secretary of State, do hereby certify that this
amendment to charter, with certificate attached, the foregoing of which is a
true copy, was this day registered and certified to by me.
This the 17th day of June, 1966.
JOE C. CARR,
SECRETARY OF STATE
FEE: $10.00
Prepared by and return to:
WILLIAM D. EVANS, JR., ATTORNEY
Suite 2000, One Commerce Square
Memphis, Tennessee 38103
ARTICLES OF AMENDMENT
TO THE CHARTER
OF
ARROW TRAILERS, INC.
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Pursuant to the provisions of Section 48-303 of the Tennessee
General Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Charter:
1. The name of the corporation is ARROW TRAILERS, INC.
2. The amendment adopted is:
Article 1 regarding the name of the corporation is amended to
state:
"The name of the corporation shall be
GREAT DANE TRAILERS TENNESSEE, INC."
3. The amendment was duly adopted at a meeting of the Board of
Directors on December 23, 1975.
4. This amendment is to become effective immediately.
DATED: January 20, 1976.
GREAT DANE TRAILERS TENNESSEE, INC.
By
---------------------------------
Brooke Reeve, Jr., Chairman of
the Board
I, JOE C. CARR, Secretary of State, do hereby certify that this
amendment to charter, with certificate attached, the foregoing of which is a
true copy, was this day registered and certified to by me. This 23rd day of
March, 1976.
JOE C. CARR,
SECRETARY OF STATE
FEE: $10.00
DESIGNATION, REVOCATION OR CHANGE
OF
REGISTERED AGENT
OF
GREAT DANE TRAILER TENNESSEE, INC.
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To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-1201 of the Tennessee
General Corporation Act, the undersigned foreign or domestic corporation or the
incorporator or incorporators of a domestic corporation being organized under
the Act submit the following statement for the purpose of designating, revoking,
or changing, as the case may be, the registered agent for the corporation in the
State of Tennessee:
1. The name of the corporation if Great Dane Trailer Tennessee,
Inc.
2. The name and street address of its registered agent in the
State of Tennessee shall be Joseph C. Jensen, 1095 Harbor Avenue, Memphis,
Tennessee 38113.
Dated May 25, 1984.
GREAT DANE TRAILER TENNESSEE, INC.
By:
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Title: Vice-President
ARTICLES OF AMENDMENT TO THE CHARTER
OF
GREAT DANE TRAILERS TENNESSEE, INC.
CHANGING THE PRINCIPAL OFFICE
Pursuant to the provisions of Section 48-303 of the Tennessee
General Corporation Act, the undersigned corporation adopts the following
articles of amendment to its charter:
1. The name of the corporation is:
GREAT DANE TRAILERS TENNESSEE, INC.
2. The amendment adopted is:
The address of the principal office of the corporation
in the State of Tennessee shall be:
Street: 1095 Harbor Ave.
City: Memphis
Zip Code: 38113
County: Shelby
3. The amendment was duly adopted (at a meeting) (by the unanimous
written consent) of the directors on January 16, 1984. (Strike
inapplicable words).
4. The amendment is to be effective when filed by the Secretary of
State, unless otherwise stated (not later than thirty (30) days after such
filing).
Dated: , 19
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GREAT DANE TRAILERS TENNESSEE, INC.
Name of Corporation
By:
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Signature
SECRETARY
------------------------------
Title
FILING FEE OF $10.00 REQUIRED, IN ADDITION TO ANNUAL REPORT FEE.
DESIGNATION, REVOCATION OR CHANGE
OF
REGISTERED AGENT
OF
Great Dane Trailers Tennessee Inc.
To the Secretary of State of Tennessee:
Pursuant to the provisions of Section 48.1201 of the Tennessee General
Corporation Act, the undersigned foreign or domestic corporation or the
incorporator or incorporators of a domestic corporation being organized under
the Act submit the following statement for the purpose of designating, revoking
or changing, as the case may be, the registered agent for the corporation in the
state of Tennessee:
1. The name of the corporation is Great Dane Trailers Tennessee, Inc.
The address of the corporation is 1095 Harbor Ave., Memphis, Tennessee
38113
If a foreign corporation, state or country of incorporation
2. The name and street address of its registered agent in the State of
Tennessee shall be Joseph C. Jensen, 1095 Harbor Ave. Memphis Tenn 38113
Dated , 1984
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GREAT DANE TRAILERS TENNESSEE INC.
Name of Corporation
By
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(Title)