Exhibit 3.8
BYLAWS
OF
GREAT DANE TRAILERS TENNESSEE, 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 countersigned by the
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
share certificate exchanged, transferred or cancelled, including the stub of
each share certificate issued, shall be kept by the Secretary in the
corporation's 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 at the corporation's principal office on the first Monday in January of
each year, or, if said day is not a business day, then on the next succeeding
day which is a business day; provided, however, the Board of Directors, by
appropriate resolution, may select another date and place for the annual meeting
of shareholders.
2.2 Annual or special meetings of shareholders may be held within or
without the State of Tennessee 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. If no location is specified, such meeting shall be held at the
principal office of the corporation.
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. Notice of annual and special
meetings shall be given to the shareholders of record entitled to vote not less
than ten (10) nor more than sixty (60) days before the meeting. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called, and no action may be taken at a special meeting which is
not specified or described in such notice.
2.4 Notice of any meeting of the shareholders may be waived by
instrument in writing executed before or after the meeting.
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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 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, announcing the time and
place to which the meeting is adjourned, but no further notice of the resumption
of an adjourned meeting need be given.
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.
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3.2 The Board of Directors shall consist of one or more members.
Directors shall be elected at the annual meeting of shareholders and serve until
the next annual meeting of shareholders or until their successors are elected,
whichever is later. A majority of said directors (or one-half of the directors
if there is an even number of directors then in office) 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 The directors may fill the place of any director which may become
vacant prior to the expiration of his or her term, such appointment by the
directors to continue until the expiration of the term of the director whose
place has become vacant.
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 upon 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, 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
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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 Unless otherwise directed by the Board of Directors, the President
shall be the chief executive officer of the corporation, shall have general and
active management of the operation of the corporation, and shall be responsible
for the day-to-day administration of the corporation, including general
supervision of the policies and financial affairs of the corporation. The
President shall also perform such other duties and have such other powers and
responsibilities as may be assigned to him or her from time to time by the Board
of Directors.
4.3 The Secretary shall be responsible for the minutes of all the
meetings of the shareholders and directors and for authenticating records of the
corporation. The Secretary shall have charge of the corporation's minute book
and seal. The Secretary shall also perform such other duties and have such
other powers and responsibilities as may be assigned to him or her from time to
time by the President and/or the Board of
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Directors.
4.4 The Treasurer shall be charged with the day-to-day management of the
financial affairs of the corporation and shall have the responsibility to
recommend action concerning the corporation's financial affairs to the President
and the Board of Directors. The Treasurer shall also perform such other duties
and have such other powers and responsibilities as may be assigned to him or her
from time to time by the President and/or the Board of Directors.
4.5 The Board of Directors may elect, or the President with the
concurrence of the Board of Directors may appoint, one or more Vice Presidents
and one or more assistants to the Secretary and/or Treasurer, who, if elected or
appointed, shall have such duties and responsibilities as may be assigned to
them from time to time by the President and/or the Board of Directors.
4.6 Any two or more offices may be held by the same person.
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 and shall be
affixed on all corporate share certificates and other corporate papers where
necessary or appropriate.
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ARTICLE SIX
AMENDMENTS
6.1 These Bylaws may be amended by majority vote of the Board of
Directors or by a majority vote of the shareholders, 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
NOTICES
7.1 Any notice required to be given under these Bylaws may be personally
delivered or may be mailed by first class mail, postage pre-paid, addressed to
the recipient at the address for such recipient maintained by the corporation in
its records. Such notice shall be deemed to have been given when received if
personally delivered or, if mailed, on the third day after the day on which it
was mailed. Any shareholder or director may establish or change the address to
which such notices shall be mailed or delivered by so notifying the corporation
in accordance with this Section 7.1. All notices to the corporation shall be
mailed or delivered to the principal office of the corporation.
ARTICLE EIGHT
INDEMNIFICATION
8.1 (a) Under the circumstances prescribed in section 8.2 hereof, the
corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party
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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 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 8.2 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
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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.
8.2 To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in section 8.1 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 8.1 hereof shall
be made by the
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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 8.1 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.
8.3 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 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 Eight.
8.4 The provisions for indemnification and advancement of expenses
provided by this Article Eight shall not be deemed exclusive of any other
rights, in respect of indemnification or otherwise, to which those seeking
indemnification may be entitled
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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 the Tennessee General
Corporation Act; or (d) any transaction from which the director, officer,
employee or agent derived an improper personal benefit.
8.5 (a) The corporation may purchase and maintain insurance on behalf
of any person who 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 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 Eight.
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(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 Tennessee
General Corporation Act 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.
8.6 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 corporation and at the expense of the corporation.
8.7 The rights to indemnification and advancement of expenses provided
in this Article Eight 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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