SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter Ended August 31, 1995
Commission File No. 1-4714
SKYLINE CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1038277
(State of Incorporation) (IRS Employer Identification No.)
P. O. Box 743, 2520 By-Pass Road Elkhart, IN 46515
(Address of principal executive offices) (Zip)
294-6521 (219)
(Registrant's telephone number) (Area Code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Securities registered pursuant to Section 12 (b) of the Act:
Shares Outstanding
Title of Class October 11, 1995
Common stock 10,663,744<PAGE>
SKYLINE CORPORATION
Form 10-Q Quarterly Report
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets as
of August 31, 1995 and May 31, 1995 2 - 3
Consolidated Statements of Earnings and 4
Retained Earnings for the three-month
periods ended August 31, 1995 and 1994
Consolidated Statements of Cash 5
Flows for the three-month
periods ended August 31, 1995
and 1994
Notes to the Consolidated Financial 6
Statements
Report of Independent Accountants 7
Item 2. Management's Discussion and Analysis 8 - 9
of Financial Condition and Results
of Operations
Part II. Other Information
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote
Of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11<PAGE>
Part I. Financial Information
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
(Dollars in thousands)
August 31, 1995 May 31, 1995
(Unaudited)
ASSETS
Current Assets:
Cash and temporary cash investments $ 5,390 $ 10,754
Treasury Bills, at cost plus accrued
interest, which approximates market 39,564 29,157
Accounts receivable, trade, less allowance
for doubtful accounts of $40 48,032 45,374
Inventories
Raw materials 6,345 6,751
Work in process 4,824 4,468
Finished goods 458 3,586
Total Inventories 11,627 14,805
Other current assets 8,382 7,246
TOTAL CURRENT ASSETS 112,995 107,336
Investment in U.S. Treasury Notes 59,914 59,917
Property, Plant and Equipment, at Cost:
Land 5,278 5,278
Buildings and improvements 58,039 57,502
Machinery and equipment 24,491 24,391
87,808 87,171
Less accumulated depreciation 42,537 41,915
Total Property, Plant and Equipment 45,271 45,256
Other Assets 2,932 2,955
$ 221,112 $ 215,464
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Balance Sheets
(Dollars in thousands except per share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, 1995 May 31, 1995
(Unaudited)
Current Liabilities:
Accounts payable, trade $ 13,623 $ 9,962
Accrued salaries and wages 5,455 5,662
Accrued profit sharing 674 2,408
Accrued marketing programs 13,573 8,192
Other accrued liabilities 6,730 6,142
Income taxes 3,345 880
TOTAL CURRENT LIABILITIES 43,400 33,246
Other Deferred Liabilities 2,517 2,486
Commitments and Contingencies - -
Shareholders' Equity:
Common stock, $.0277 par value, 15,000,000
shares authorized; issued 11,217,144 shares 312 312
Additional paid-in capital 4,928 4,928
Retained earnings 179,485 176,187
Treasury stock, at cost, 551,600
shares at August 31, 1995 and 96,500
shares at May 31, 1995 (9,530) (1,695)
TOTAL SHAREHOLDERS' EQUITY 175,195 179,732
$ 221,112 $ 215,464
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Earnings and Retained Earnings
For the three-month periods ended August 31, 1995 and 1994
(Unaudited)
(Dollars in thousands except per share data)
1995 1994
Sales $ 163,855 $ 155,328
Cost of sales 134,846 130,866
Gross profit 29,009 24,462
Selling and administrative expenses 22,797 19,234
Operating earnings 6,212 5,228
Interest income 1,550 1,488
Earnings before income taxes 7,762 6,716
Provision for income taxes:
Federal 2,550 2,180
State 580 510
3,130 2,690
Net earnings 4,632 4,026
Retained earnings, beginning of period 176,187 166,196
180,819 170,222
Less cash dividends paid 1,334 1,339
Retained earnings, end of period $ 179,485 $ 168,883
Net earnings per share $ .42 $.36
Cash dividends per share $ .12 $.12
Weighted average common shares outstanding 10,998,829 11,157,244
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Consolidated Statements of Cash Flows
For the three-month periods ended August 31, 1995 and 1994
Increase (decrease) in Cash
(Unaudited)
(Dollars in thousands)
1995 1994
Cash Flows From Operating Activities:
Net earnings $ 4,632 $ 4,026
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Interest income earned on U.S. Treasury
Bills and Notes (1,432) (1,431)
Depreciation 818 784
Amortization of discount or premium on
U.S. Treasury Notes 3 (2)
Working Capital Items:
Accounts receivable (2,658) 846
Inventories 3,178 (3,467)
Other current assets (1,136) (583)
Accounts payable, trade 3,661 1,669
Accrued liabilities 4,028 2,193
Income taxes payable 2,465 477
Other assets 23 10
Other deferred liabilities 31 47
Total Adjustments 8,981 543
Net cash provided by operating activities 13,613 4,569
Cash Flows From Investing Activities:
Proceeds from sale or maturity of
U.S. Treasury Bills 15,461 10,879
Purchase of U.S. Treasury Bills (25,328) (15,556)
Interest received from U.S. Treasury Notes 892 1,280
Proceeds from sale of property, plant
and equipment 46 4
Purchase of property, plant and equipment (879) (5,226)
Net cash used in investing activities (9,808) (8,619)
Cash Flows From Financing Activities:
Cash dividends paid (1,334) (1,339)
Purchase of treasury stock (7,835)
-
Net cash used in financing activities (9,169) (1,339)
Net decrease in cash (5,364) (5,389)
Cash at beginning of year 10,754 9,232
Cash at end of quarter $ 5,390 $ 3,843
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
Skyline Corporation and Subsidiary Companies
Notes to the Consolidated Financial Statements
For the three-month periods ended August 31, 1995 and 1994
The accompanying unaudited interim consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the consolidated financial position as of
August 31, 1995 and the consolidated results of operations and changes in
cash for the three-month periods ended August 31, 1995 and 1994.
The unaudited interim consolidated financial statements included herein
have been prepared pursuant to the rules and regulations for reporting on
Form 10-Q. Accordingly, certain information and footnote disclosures
normally accompanying the annual consolidated financial statements have
been omitted. The interim consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto included in the Corporation's latest annual report on Form 10-K.
The financial data included herein has been subjected to a limited review
by Price Waterhouse LLP, the registrant's independent accountants, whose
report is included on page 7 of this filing.
Inventories are stated at cost, determined under the first-in, first-out
method, which is not in excess of market. Physical inventory counts are
taken at the end of each reporting quarter.
The Corporation and its subsidiaries were contingently liable at August
31, 1995 under agreements to purchase repossessed units on floor plan
financing made by financial institutions to its customers. Losses, if
any, would be the difference between repossession cost and the resale
value of the units. There have been no material losses in past years
under these agreements, and none are anticipated in the future.
The Corporation is a party to various pending legal proceedings in the
normal course of business. Management believes that any losses resulting
from such proceedings would not have a material adverse effect on the
Corporation's results of operations or financial position.<PAGE>
Report of Independent Accountants
September 15, 1995
To The Board of Directors and
Shareholders of Skyline Corporation
We have reviewed the accompanying consolidated balance sheet as of August
31, 1995 and the related consolidated statements of earnings and retained
earnings for the three-month periods ended August 31, 1995 and 1994 and
the consolidated statements of cash flows for the three-month periods
ended August 31, 1995 and 1994 of Skyline Corporation and Subsidiary
Companies. This financial information is the responsibility of the
company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquires of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.
PRICE WATERHOUSE LLP
Chicago, Illinois<PAGE>
Skyline Corporation and Subsidiary Companies
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At August 31, 1995 cash and investments in U.S. Treasury Bills totaled
$44,954,000 an increase of $5,043,000 from $39,911,000 at May 31, 1995.
Current assets exclusive of cash and investments in U.S. Treasury Bills
totaled $68,041,000 at August 31, 1995, an increase of $616,000 from the
balance at May 31, 1995 of $67,425,000. Current liabilities increased
$10,154,000 from May 31, 1995 to $43,400,000 at August 31, 1995. This
increase in current liabilities can be attributed to increased trade
account payable due to increased production ($3,661,000), increased
marketing program accruals ($5,381,000), and increased income taxes
payable ($2,465,000). Working capital at August 31, 1995 amounted to
$69,595,000 compared to $74,090,000 at May 31, 1995. Capital expenditures
amounted to $879,000 in 1995 compared to $5,226,000 in the first quarter
of the prior year. Capital expenditures during the current fiscal year
were made primarily to increase manufacturing capacity, adopt new
manufacturing processes and increase manufacturing efficiencies. The cash
provided by operating activities in fiscal 1996 is expected to be adequate
to fund any capital expenditures which may become necessary during the
year. Historically, the Corporation's financing needs have been met
through funds generated internally.
Results of Operations for the Three Months Ended August 31, 1995
Sales in the quarter ended August 31, 1995 amounted to $163,855,000 a 5.5
percent increase from $155,328,000 in the comparable quarter of the prior
year. Manufactured housing sales increased 14.6 percent to $141,299,000
in 1995 compared to $123,295,000 in 1994. Recreational vehicle sales
decreased 29.6 percent to $22,556,000 in the first quarter of 1995
compared to $32,033,000 in 1994. Sales for the quarter reflect continuing
strong demand for manufactured housing in most sections of the country and
an overall industry slowdown in the RV marketplace.
Cost of sales decreased in 1995 to 82.3 percent of sales compared with
84.3 percent in 1994. This decrease is due to increased sales volume and
higher product selling prices in the manufactured housing segment, and
continued cost containment efforts.<PAGE>
Skyline Corporation and Subsidiary Companies
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations for the Three Months Ended August 31, 1995,
continued
Selling and administrative expenses in 1995 increased as a percentage of
sales to 13.9 percent from 12.4 percent in 1994 due primarily to the costs
of increased marketing efforts.
Interest income amounted to $1,550,000 in 1995 compared to $1,488,000 in
1994. Interest income is directly related to the amount available for
investment and the prevailing yields of U.S. Government securities. The
increase in interest income was due to slightly higher investment levels
during the period.
Income Taxes
The provision for federal income tax approximates the statutory rate and
for state income taxes reflects current state rates effective for the
period based upon activities within the taxing entities.<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
Information with respect to this Item for the period covered by this Form
10-Q has been previously reported in Item 3, entitled "Legal Proceedings"
of the Form 10-K for the fiscal year ended May 31, 1995, heretofore filed
by the registrant with the Commission.
Item 4. Submission of Matters to a Vote of Security Holders
On September 18, 1995 Skyline Corporation held its Annual Meeting of
Shareholders at which the following matters were submitted to a vote of
the security holders:
1. Election of Directors
Nominee Votes For Votes Withheld
Arthur J. Decio 9,993,381 217,158
Terrence M. Decio 9,993,181 217,358
Jerry Hammes 10,113,081 97,458
Ronald F. Kloska 9,993 381 217,158
William H. Lawson 10,112,731 97,808
David T. Link 10,133,681 76,858
Andrew J. McKenna 10,112,181 98,358
William H. Murschel 10,023,481 187,058
Dale Swikert 10,113,431 97,108
2. Proposal to amend Skyline s Articles of Incorporation to permit
the size of the Board of Directors to be no less than three
Directors and no more than ten Directors.
Votes for - 9,438,036
Votes against - 758,191
Votes withheld - 14,311
Nonvotes - 910,106<PAGE>
Item 6. Exhibits and reports on Form 8-K
No reports on Form 8-K were filed during the first quarter of fiscal 1996.
The Exhibits filed as a part of this report are listed below.
Exhibit No. Description
(3) Articles of Incorporation and By-Laws
(27) Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SKYLINE CORPORATION
DATE: October 11, 1995 /S/ Joseph B. Fanchi
Joseph B. Fanchi
V.P. Finance & Treasurer,
Chief Financial Officer
DATE: October 11, 1995 /S/ James R. Weigand
James R. Weigand
Corporate Controller
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), execute the following Articles of
Incorporation.
ARTICLE I
Name
The name of the Corporation is Skyline Homes, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
A. To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.
B. To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.
C. To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, out-buildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of roads, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.
D. To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.
E. To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.
F. To acquire, purchase, own, sell and lease real estate.
G. To pay for any property, real or personal, this corporation
may acquire or purchase, with shares of the capital stock, bonds or
other obligations or securities of this corporation, or to issue its shares
of stock in exchange therefor.
H. The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from, the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
corporation; nor shall the expressing of one thing be deemed to exclude
another not expressed; although it be of like nature.
I. The corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Principal Office and Resident Agent
The post-office address of the principal office of the Corporation
is 2520 By-Pass Road, Elkhart, Indiana; and the name and post-office
address of its Resident Agent in charge of such office is J. Arthur
Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is Ten Thousand (10,000) shares
consisting of 10,000 shares with the par value of $10.00 per share, and
No shares without par value.
ARTICLE VI
Terms of Capital Stock
The authorized capital stock of this corporation shall consist of
10,000 shares of common stock, with a par value of $10.00 per share,
all of one and the same class, with equal rights, privileges, powers,
obligations, liabilities, duties and restrictions.
ARTICLE VII
Voting Rights of Capital Stock
All common shareholders of this corporation shall be entitled to
one vote for each share standing in their names on the books of the
corporation ten (10) days before the date fixed for holding any special
or regular meeting of shareholders.
ARTICLE VIII
Paid-in Capital
The amount of paid-in capital, with which the Corporation is
beginning business, is $100,00.00.
ARTICLE IX
Data Respecting Directors
Section 1. Number.
The number of directors of this corporation shall be five.
Section 2. Qualifications.
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE X
Further Data Respecting Directors
Section 1. Names and Post-Office Addresses.
The names and post-office addresses of the first Board of
Directors of the Corporation are as follows:
Name Number and Street or Building City Zone State
Julius A. Decio, Sr., 122 Miami Avenue, Elkhart, Indiana
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Richard M. Treckelo, 1200 Worthmore Avenue, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
Section 2. Citizenship.
All of such Directors are citizens of the United States.
ARTICLE XI
Data Respecting Incorporators
Section 1. Names and Post-Office Addresses.
The names and post-office addresses of the incorporators of the
Corporation are as follows:
Name Number and Street or Building City Zone State
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
Section 2. Age and Citizenship.
All of such incorporators are of lawful age; and all of such
incorporators are citizens of the United States.
Section 3. Compliance with Provisions of Sections 15 and 16
of the Act.
The undersigned incorporators hereby certify that the person or
persons intending to form the Corporation first caused lists for
subscriptions to the shares of the capital stock of the Corporation to be
opened at such time and place as he or they determined; when such
subscriptions had been obtained in an amount not less than $1,000,
such person or persons, or a majority of them, called a meeting of such
subscribers for the purpose of designating the incorporators and of
electing the first Board of Directors; the incorporators so designated are
those named in Section 1 of this Article; and the Directors so elected
are those named in Section 1 of Article X.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The shareholders shall have preemptive rights to
subscribe to or purchase any additional issues of shares of the capital
stock of the corporation of any class, and any shares of the corporation
purchased or acquired by the corporation and not cancelled, but held as
Treasury Stock.
B. The consideration for the issuance of shares of the capital
stock of this corporation may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor actually performed
for, or services actually rendered to the corporation, and when such
consideration has been received by the corporation for such shares,
such shares shall be deemed fully paid and not liable to any further call
or assessment, and the holder thereof shall not be liable for any further
payment therefor, or on account thereof.
C. The Board of Directors shall make, alter, amend or repeal
by-laws for the government and regulation of the affairs of the
corporation.
D. This corporation shall have power to carry on and
conduct its said business or any part thereof, and to have one or more
offices in the State of Indiana, and in the various other States,
territories, colonies and dependencies of the United States, in the
District of Columbia, and in all or any foreign countries; and to
acquire, own, hold and use, and to lease, mortgage, pledge, sell, convey
or otherwise dispose of property, real and/or personal, tangible and/or
intangible, out of this State.
E. The owner of any share of common stock of this
corporation, the personal representative, executor or administrator of
any deceased owner of such stock, the grantee or assignee of any share
or shares of stock of this corporation sold on execution, attachment or
under order of any court, or in bankruptcy or receivership proceedings,
who shall be desirous of selling any of his shares of stock in this
corporation, shall have no right, power or authority to sell such share
or shares and shall not be entitled to have such shares transferred on the
records of the corporation, until he shall first offer, in writing, to sell
such share or shares to this corporation. This corporation shall have
thirty (30) days thereafter within which to purchase said shares from
such shareholder, and pay in cash to such shareholder the book value
of said stock as fixed and determined by the last audit report for the
corporation. Upon the election of said corporation to purchase said
stock at book value as herein fixed and determined, the certificate
evidencing such share or shares shall be assigned to the corporation by
such shareholder and the corporation shall pay to such shareholder, in
cash, the book value of such share or shares as herein determined. Any
share or shares so purchased by the corporation shall become treasury
stock of the corporation. If the corporation does not elect to purchase
such stock as herein provided, then such stock may be sold to any other
person, firm or corporation.
IN WITNESS WHEREOF, the undersigned, being all of the
incorporators designated in Article XI, execute these Articles of
Incorporation and certify to the truth of the facts herein stated, this 27th
day of May, 1959.
/s/ J. Arthur
Decio, Jr.
(Written
Signature)
J. Arthur Decio,
Jr.
(Printed
Signature)
/s/ Frank A.
Vite
(Written
Signature)
Frank A. Vite
(Printed
Signature)
/s/ Michael
DiVietro
(Written
Signature)
Michael
DiVietro
(Printed
Signature)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that J. Arthur Decio, Jr., Frank A. Vite and Michael DiVietro, being all
of the incorporators referred to in Article XI of the foregoing Articles
of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 27th day of May,
1959.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1960<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 10,000
shares, consisting of 10,000 shares of Common Stock with a par value
of $10.00 per share, to 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share.
At the time and date that these Amendments shall become
effective each one of the 10,000 shares of Common Stock, par value of
$10.00 per share, of the Corporation issued and outstanding
immediately prior to such effectiveness shall become and be, without
further action by the Corporation or its shareholders, ten shares of
Class B Common Stock of the Corporation, authorized by these
Amendments. After the said effective date, the holders of shares of the
Corporation's Common Stock, par value of $10.00 per share, shall have
the right to surrender the certificates representing such shares to the
Corporation or to any Transfer Agent for the Class B Common Stock
and receive duly executed certificates representing the equivalent
number of shares of said Class B Common Stock.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of $1.00 per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of $1.00 per
share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of $1.00 per share.
ARTICLE VI
Terms of Capital Stock
The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:
A. Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit: (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.
B. In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:
(1). Assets of a value equal to an amount found by
multiplying $15.00 times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by reason of stock dividends,
split-ups, consolidations or other reclassifications occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying
$15.00 times the number of shares of the Class A Common Stock
that would be outstanding by for such stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then
(2). Assets of a value equal to an amount found by
multiplying $15.00 times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then
(3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.
If in making any distribution under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.
C. On January 1, 1963, and again on January 1, 1964,
38,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other re-classifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 38,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion. Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.
The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.
The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.
Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.
D. The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.
E. In the event that:
(1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or
(2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 50,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split- ups,
consolidations or other re-classifications occurring at any time
subsequent to the effective date of this Amendment, then to less
than such number as would equal 50,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,
consolidations or other re-classifications;
then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock, with
a par value of $1.00 per share, and all such shares shall be of one and
the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.
F. No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this corporation hereafter issued,
optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
A. All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.
At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors).
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held. If the office of any Class A or Class B Director becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors. Notwithstanding the
foregoing if prior to the issuance of any shares of Class A Common
Stock, any vacancies shall occur on the Board of Directors because of
an increase in the number of Directors of the Corporation, then each
such vacancy shall be filled by a majority vote of the record holders of
the Class B Common Stock, each such holder having one vote for each
share of such stock so held, and after such election, each Director so
elected shall be designated as either a Class A or Class B Director by
a majority vote of the such holders of Class B Common Stock.
At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
B. Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent os the holders of at least two-
thirds of the Common Stock, par value of $1.00 per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.
ARTICLE IX
Data Respecting Directors
I. Number
The Corporation shall have such number of directors as shall be
specified in the By-Laws, but in no event shall such number be less
than three nor more than nine.
2. Qualifications
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.
B. The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on April 1, 1960, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V,
VI, VII, IX and XII of its Articles of Incorporation be amended so as
to read as set forth in The Amendments; and called a meeting of such
Shareholders, to be held April 11, 1960, to adopt or reject the
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on April 11, 1960, at which the holders of 10,000 shares of the
Corporation's Common Stock, par value of $10.00 per share, were
present in person or by proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows: 10,000 shares of the Corporation's Common
Stock, par value $10.00 per share were entitled to vote in respect of
The Amendments and all such shares were voted in favor of the
adoption of the Amendments.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 10,000 shares of Common Stock
with a par value of $10.00 per share, shall be changed to the Class A
and Class B Common Stock authorized by The Amendments, and each
one of the 10,000 shares of Common Stock, par value of $10.00 per
share, of the Corporation issued and outstanding immediately prior to
such effectiveness shall become and be, without further action by the
Corporation or its Shareholders, ten shares of Class B Common Stock
of the Corporation. After the said effective date, the holders of shares
of the Corporation's Common Stock, par value of $10.00 per share,
shall have the right to surrender the certificates representing such
shares to the Corporation or to any Transfer Agent for the Class B
Common Stock and receive duly executed certificates representing the
equivalent number of shares of the said Class B Common Stock.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 11th
day of April, 1960.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 11th day of April,
1960.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires:
May 16, 1960<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 615,000
shares, consisting of 500,000 shares of Class A Common Stock and
115,000 shares of Class B Common Stock, each such class having a par
value of $1.00 per share, to 915,000 shares, consisting of 695,000
shares of Class A Common Stock and 220,000 shares of Class B
Common Stock, each such class having a par value of $.50 per share.
At the close of business on the date that these Amendments shall
become effective, each share of Class A Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class A Common Stock, par value 50 cents per share,
of the Corporation.
At the close of business on the date that these Amendments shall
become effective, each share of Class B Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class B Common Stock, par value 50 cents per share,
of the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock certificate
issued and outstanding prior to the close of business on the date that
these Amendments shall become effective, shall, without further action
by the Corporation or its shareholders, automatically be converted to
a certificate for a like number of shares of Common Stock of the same
class of 50 cents par value per share in partial exchange for the $1.00
par value Common Stock, and the Corporation or any Transfer Agent
for said Classes of Stock shall issue to each shareholder another stock
certificate for a like number of new shares of 50 cents par value
Common Stock of the same class to complete said exchange and
conversion.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of 50 cents per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of 50 cents
per share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of 50 cents per
share.
ARTICLE VI
Terms of Capital Stock
The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:
A. Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit: (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.
B. In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:
(1). Assets of a value equal to an amount found by
multiplying $7.50 times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by reason of stock dividends,
split-ups, consolidations, or other reclassifications occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying $7.50
times the number of shares of the Class A Common Stock that would
be outstanding but for such stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then
(2). Assets of a value equal to an amount found by
multiplying $7.50 times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then
(3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.
If in making any distributions under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.
C. On January 1, 1963, and again on January 1, 1964,
73,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other reclassifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 73,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion. Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.
The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.
The Corporation shall at all times reserve and keep available out
if its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.
Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.
D. The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.
E. In the event that:
(1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or
(2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 100,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split- ups,
consolidations or other re-classifications occurring at any time
subsequent to the effective date of this Amendment, then to less
than such number as would equal 100,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,
consolidations or other re-classifications;
then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock with
a par value of 50 cents per share, and all such shares shall be of one
and the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.
F. No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this Corporation hereafter issued,
optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
A. All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.
At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors).
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held. If the office of any Class A or Class B Directors becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors.
At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
B. Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent of the holders of at least two-
thirds of the Common Stock, par value of 50 cents per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.
ARTICLE IX
Data Respecting Directors
1. Number
The Corporation shall have such number of directors as shall be
specified in the By-Laws, but in no event shall such number be less
than three nor more than nine. In the event the By-Laws do not state
the number of Directors, the number of Directors shall be nine.
2. Qualifications
Directors need not be shareholders of the Corporation. A
majority of the Directors at any time shall be citizens of the United
States.
ARTICLE XII
Provisions for Regulation of Business and
Conduct of Affairs of Corporation
A. The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.
B. The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.
C. Regular or special meetings of the Board of Directors or
Shareholders of the Corporation may be held within or without the
State of Indiana.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 2, 1962, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
V, VI, VII, IX and XII of its Articles of Incorporation be amended so
as to read as set forth in The Amendments; and called a meeting of
such Shareholders, to be held September 7, 1962, to adopt or reject The
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on September 7, 1962, at which the holders of 78,427 shares of the
Corporation's Class A Common Stock, par value of $1.00 per share,
and holders of 110,000 shares of the Corporation's Class B Common
Stock, par value of $1.00 per share, were present in person or by proxy,
adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
115,000 shares of Class A Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
78,402 shares were voted in favor of the adoption of The
Amendments.
25 Shares were voted against such adoption.
110,000 shares of Class B Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
110,000 shares were voted in favor of the adoption of
The Amendments. No shares were voted against such
adoption.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 615,000 shares, consisting of
500,000 shares of Class A Common Stock, and 115,000 shares of Class
B Common Stock, each such class having a par value of $1.00 per
share, shall be changed by The Amendments to 915,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 220,000
shares of Class B Common Stock each such class having a par value of
50 cents per share.<PAGE>
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 7th
day of September, 1962.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.<PAGE>
WITNESS my hand and Notarial Seal this 7th day of September,
1962.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1964.
This instrument prepared by Richard M. Treckelo, Attorney, Elkhart,
Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.
AMENDING ARTICLES V, VI, VII, IX and XII
ARTICLE V - Amount of Capital Stock. The total number of shares
into which the authorized capital stock of the Corporation is divided is
hereby changed from 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share, to 915,000
shares, consisting of 695,000 shares of Class A Common Stock and
220,000 shares of Class B Common Stock, each such class having a par
value of $.50 per share.
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith, " approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $6,013.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 10th
day of September,
1962.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Statement of Reduction of the
Authorized Capital Stock of SKYLINE HOMES, INC., an Indiana
Corporation, bearing Approved and Filed date of July 10, 1963 as the
same appears on file, as the law directs, in this office.
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 22nd day of July, 1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATEMENT OF REDUCTION
OF THE AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present duly adopted the following
resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 915,000 shares to-
wit: 695,000 shares of Class A Common Stock and 220,000 shares
of Class B Common Stock, each par value $.50 per share by
73,082 shares of Class B Common Stock, par value 50 cents per
share, reacquired by it through redemption, purchase or
otherwise, and make cancellation of such shares, thereby
reducing its authorized Capital Stock to shares of
Capital Stock consisting of 841,918 shares to-wit: 695,000 shares of
Class A Common Stock, and 146,918 shares of Class B Common
Stock, each of the par value of 50 cents per share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation
upon the books of account of the Corporation, and in connection
therewith, to reduce the amount of Capital Stock of the
Corporation by the aggregate amount of the par value of all shares with
a par value, and by the aggregate number of shares of Capital
Stock without par value, hereby cancelled.<PAGE>
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
220,000 shares of Class B Common stock
each of the par value of 50 cents per share.
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes as follows:
73,082 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
695,000 shares of Class A Common Stock
146,918 shares of Class B Common Stock
each of the par value of $.50 cents per share.<PAGE>
IN WITNESS WHEREOF,
the undersigned officers execute this Statement and certify to the truth of
the facts herein stated, this 8th day of July, 1963.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNT OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.<PAGE>
WITNESS my hand and Notarial Seal this 8th day of July, 1963.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of
SKYLINE HOMES, INC.
showing reduction of authorized Capital Stock from
1. Shares Heretofore Authorized
695,000 shares of Class A Common Stock - par value - 50 cents
per share
220,000 shares of Class B Common Stock - par value - 50 cents
per share
2. Shares Reduced and Cancelled
73,082 shares of Class B Common Stock - par value - 50 cents
per share
3. Shares Hereafter Authorized
695,000 shares of Class A Common Stock - par value - 50 cents
per share
146,918 shares of Class B Common Stock - par value - 50 cents
per share
Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.
WHEREAS, upon due examination I find that they conform to law:
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 10th day of July, 1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Articles of Amendment of SKYLINE
HOMES, INC., an Indiana Corporation, bearing Approved and Filed
date of August 27, 1963 as the same appears on file, as the law directs,
in this office.
In Witness Whereof, I have
hereunto set my hand (Seal of the State of Indiana) and
affixed the seal of the State of Indiana, at the
City of Indianapolis, this 27th day of August,
1963.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now is as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is hereby changed from 841,918 shares,
consisting of 695,000 shares of Class A Common Stock and 146,918
shares of Class B Common Stock, each such class having a par value
of 50 cents per share, to 875,000 shares, consisting of 695,000 shares
of Class A Common Stock and 180,000 shares of Class B Common
Stock, each such class having a par value of 50 cents per share.
Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of ARTICLE VI, each one of the
then authorized shares of Class A Common Stock and Class B
Common Stock, whether unissued, issued and outstanding or held in
the treasury of the Corporation, shall ipso facto become and be, without
further action by the Corporation or its shareholders, one share of
Common Stock with the par value of 50 cents per share, and the
holders of shares of the Class A Common Stock or Class B Common
Stock, shall have the right to surrender the certificates representing
such shares to the Corporation or to any Transfer Agent for the
Common Stock, par value of 50 cents per share, and received duly
executed certificates representing an equal number of shares of said
Common Stock, par value of 50 cents per share.<PAGE>
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Article V
of its Articles of Incorporation be amended so as to read as set forth in
The Amendments; and called a meeting of such Shareholders, to be
held August 26, 1963, to adopt or reject The Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 26, 1963, at which the holders of 295,055 shares of the
Corporation's Class A Common Stock, par value of 50 cents per share,
and holders of 146,029 shares of the Corporation's Class B Common
Stock, par value of 50 cents per share, were present in person or by
proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
387,772 shares of Class A Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.
292,805 shares were voted in favor of the adoption of The
Amendments.
50 shares were voted against such adoption.
146,918 shares of Class B Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.
146,029 shares were voted in favor of the adoption of the
Amendments.
No shares were voted against such adoption.
3. Compliance with Legal Requirements
The number of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 841,918 shares, consisting of
695,000 shares of Class A Common Stock and 146,918 shares of Class
B Common Stock, each such class having a par value of 50 cents per
share, shall be changed by The Amendments to 875,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 180,000
shares of Class B Common Stock, each such class having a par value
of 50 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 27th
day of August 1963.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 27th day of August
1963.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1964
This Instrument Prepared By Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of
SKYLINE HOMES, INC.
showing reduction of authorized Capital Stock from
1. Shares Heretofore Authorized
695,000 shares of Class A Common Stock
180,000 shares of Class B Common Stock
2. Shares Reduced and Cancelled
39,441 shares of Class B Common Stock, par value 50 cents per
share
3. Shares Hereafter Authorized
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock each of the par value
of 50 cents per share
Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.
WHEREAS, upon due examination I find that they conform to law:
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 17th
day of February,
1964.
/s/ Charles O. Hendricks
Charles O. Hendricks,
Secretary of State.
By
Deputy<PAGE>
STATEMENT OF REDUCTION
OF THE
AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on December 10, 1963, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 875,000 shares to-
wit: 695,000 shares of Class A Common Stock and 180,000 shares of
Class B Common Stock, each par value $.50 per share by 39,441 shares
of Class B Common Stock, par value 50 cents per share, reacquired by
it through redemption, purchase or otherwise, and make cancellation of
such shares, thereby reducing its authorized Capital Stock to 835,559
shares of Capital Stock consisting of 695,000 shares of Class A
Common Stock, and 140,559 shares of Class B Common Stock, each
of the par value of 50 cents per share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
180,000 shares of Class B Common Stock
each of the par value of 50 cents per share.
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:
39,441 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock
each of the par value of 50 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this 11th
day of February, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 11th day of February,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
STATEMENT OF REDUCTION
OF THE
AUTHORIZED CAPITAL STOCK
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:
SUBDIVISION A
NAME
The name of the Corporation is Skyline Homes, Inc.
SUBDIVISION B
ACTION BY DIRECTORS
The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on February 26, 1964, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:
RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 835,559 shares to-
wit: 695,000 shares of Class A Common Stock and 140,559 shares
of Class B Common Stock, each par value $.50 per share by
9,823 shares of Class B Common Stock, par value $.50 per share,
reacquired by it through redemption, purchase or otherwise, and make
cancellation of such shares, thereby reducing its authorized
Capital Stock to 825,736 shares of Capital Stock consisting of
825,736 shares of Common Stock, of the par value $.50 per
share.
RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
1. Shares Heretofore Authorized
The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:
695,000 shares of Class A Common Stock
140,559 shares of Class B Common Stock
2. Shares Reduced and Cancelled
The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:
9,823 shares of Class B Common Stock, par value $.50 per
share.
3. Shares Hereafter Authorized
The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:
825,736 shares of Common Stock, of par value of $.50 per
share.
IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this ninth
day of March, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this ninth day of March,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1964
This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
SKYLINE HOMES, INC.
The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now are as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided, is hereby changed from 825,736
shares Common Stock, having a par value of $.50 per share, to
1,325,736 shares of Common Stock, having a par value of $.25 per
share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.50 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for two
(2) shares of Common Stock, par value $.25 per share, of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a Certificate for a like number of shares of Common Stock
of the same class of $.25 par value per share in partial exchange for the
$.50 par value Common Stock, and the Corporation or any Transfer
Agent for said Common Stock, shall issue to each shareholder another
stock Certificate for a like number of new shares of $0.25 par value
Common Stock to complete said exchange and conversion.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 21, 1964, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the stockholders of the Corporation, entitled to vote in
respect of the Amendments, that the provisions and terms of Article V,
of its Articles of Incorporation be amended so as to read as set forth in
the Amendments; and called a meeting of such stockholders, to be held
September 9, 1964, to adopt or reject the Amendment.
2. Action by Shareholders
The Stockholders of the Corporation entitled to vote in respect
of The Amendment, at a meeting thereof, duly called, constituted and
held on September 9, 1964, at which the holders of 436,918 shares of
the Corporation's Common Stock, par value of $.50 per share, were
present in person or by proxy, adopted the Amendment.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:
561,423 shares of Common Stock, par value $.50 per share,
were entitled to vote in respect of the Amendments.
436,843 shares were voted in favor of the adoption of the
Amendments.
75 shares were voted against such adoption.
3. Compliance With Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.<PAGE>
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 825,736 shares of Common
Stock, having a par value of $.50 per share, shall be changed by the
Amendments to 1,325,736 shares of Common Stock, having a par value
of $.25 per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 9th
day of September, 1964.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof, and swore to
the truth of the facts therein contained.
WITNESS my hand and Notarial Seal this 9th day of September,
1964.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My Commission Expires
May 16, 1968
This instrument prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE HOMES, INC.
The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles I, V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as "The Amendments"), now is as follows:
ARTICLE I
Name
The name of the Corporation is Skyline Corporation.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,325,736
shares of Common Stock, having a par value of $.25 per share, to
1,700,000 shares of Common Stock, having a par value of $.25 per
share.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 1,700,000 shares of Common Stock, having a par value of
$.25 per share, all of one and the same class, with equal and identical
rights, privileges, powers, obligations, restrictions and voting rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for, or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase,
stock of the Corporation hereafter issued, optioned or sold by it.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Direction
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on July 19, 1966, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
I, V and VI of its Articles of Incorporation be amended so as to read as
set forth in The Amendments; and called a meeting of such
Shareholders, to be held August 19, 1966, to adopt or reject The
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 19, 1966, at which holders of 943,467 shares of the
Corporation's Common Stock, par value $.25 per share, were present
in person or by proxy, adopted The Amendments.
The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:
1,192,092 shares of Common Stock were entitled to vote in
respect of The Amendments.
A. Article I
943,437 shares were voted in favor of the adoption of this
Amendment.
30 shares were voted against such adoption.
B. Articles V and VI
924,444 shares were voted in favor of the adoption of
these Amendments.
19,023 shares were voted against such adoption.
3. Compliance with Legal Requirements
The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which prior
to such effectiveness, was divided into 1,325,736 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 1,700,000 shares of Common Stock, having a par value
of $.25 per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 19th
day of August, 1966.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline Homes,
Inc.
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline Homes,
Inc.
(Name of
Corporation)<PAGE>
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 19th day of August,
1966.
/s/ Alice M.
Hunter
(Written
Signature)
Alice M. Hunter
(Printed
Signature)
Notary Public
My commission expires
May 16, 1968
This Instrument Prepared by Richard M. Treckelo, Lawyer, 303 First
National Bank Building, Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.
Amending Article I
Changing name to SKYLINE CORPORATION
Also amending Article V
The total number of shares into which the authorized capital stock of
the Corporation is divided is hereby changed from 1,325,736 shares of
Common Stock, having a par value of $.25 per share, to 1,700,000
shares of Common Stock, having a par value of $.25 per share.
Also amending Article VI
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $7,498.28 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 19th
day of August,
1966.
/s/ John S. Battarff
Secretary of State
By
Deputy<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
INDIANAPOLIS, INDIANA
To Whom These Presents Come, Greeting:
Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE CORPORATION.
THE AMENDMENTS
The exact text of Articles II, V, VI and VII.
Article V
See attached sheet.
Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $16,613.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 29th
day of August,
1968.
/s/ Edgar D. Whitcomb
Secretary of State
By
Deputy<PAGE>
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles II, V, VI and VII of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:
ARTICLE II
Purposes
A. To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.
B. To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.
C. To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, outbuildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of road, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.
D. To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.
E. To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.
F. To acquire, purchase, own, sell and lease real estate.
G. To pay for any property, real or personal, this
Corporation may acquire or purchase, with shares of the capital stock,
bonds or other obligations or securities of this Corporation, or to issue
its shares of stock in exchange therefor.
H. The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
Corporation; nor shall the expressing of one thing be deemed to
exclude another not expressed; although it be of like nature.
I. The Corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the Corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.
J. To engage in all types and kinds of manufacturing, and
any other lawful act or activity for which corporations may be
organized under The Indiana General Corporation Law.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
ARTICLE VII
Voting Rights of Capital Stock
All holders of record of the Common Stock of the Corporation
shall be entitled to one (1) vote for each share of such stock so held,
upon any question presented at a regular or special meeting of
shareholders.
The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.
The Articles of Incorporation may be amended by the
affirmative vote of the holders of a majority of the Corporation's
Common Stock at the time outstanding, and entitled to vote in respect
thereof.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1968, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles II,
V, VI and VII of its Articles of Incorporation be amended so as to read
as set forth in the Amendments; and called a meeting of such
Shareholders, to be held August 28, 1968, to adopt or reject the
Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on August 28, 1968, at which holders of shares of the
Corporation's Common Stock, par value $.25 per share were present in
person or by proxy, adopted the Amendments.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the Amendments,
and the number of shares voted against such adoption are as follows:
1,242,316 shares were entitled to vote in respect of the
Amendments.
A. Sub-paragraph (J), Article II:
Shares voted favor: 994,898
Shares voted against: 612
B. Articles V and VI:
Shares voted in favor: 1,017,260
Shares voted against: 120
C. Article VII:
Shares voted in favor: 1,016,040
Shares voted against: 1,340
3. Compliance with Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation and the By-Laws of
the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH
RESPECT TO THE SHARES HERETOFORE
AUTHORIZED
At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 1,700,000 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 5,000,000 shares of Common Stock, having a par value
of 8-1/3 cents per share. Additionally, the 1,242,316 shares of
Common Stock issued and outstanding prior to the close of business on
the effective date of the Amendments, shall be reduced in par value
from $.25 to 8-1/3 cents per share, and certificates evidencing
additional shares shall be issued pursuant to the three-for-one stock
split set forth above, of the par value of 8-1/3 cents each, so that a total
of 3,726,948 shares of Common Stock will be issued and outstanding.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 28th
day of August, 1968.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline
Corporation
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline
Corporation
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 28th day of August,
1968.
/s/ Phyllis J.
Evans
(Written
Signature)
Phyllis J. Evans
(Printed
Signature)
Notary Public
My commission expires
November 4, 1968
This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.<PAGE>
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
SKYLINE CORPORATION
I, WILLIAM N. SALIN, Secretary of State of the State of
Indiana, hereby certify that Articles of Amendment for the above
Corporation, in the form prescribed by my office, prepared and signed
in duplicate in accordance with "An Act concerning domestic and
foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict herewith,"
approved March 16, 1929, and Acts supplemental thereto.
THE AMENDMENTS
The exact text of Articles V and VI.
(See Riders Attached).
Whereas, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the
duplicate copies of such Articles; that all fees have been paid as
required by law; that one copy of such Articles has been filed in my
office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
Corporation.
In Witness Whereof, I have
hereunto set my hand
(Seal of the State of Indiana) and affixed the seal of the
State of Indiana, at the
City of Indianapolis, this 24th
day of September,
1969.
/s/ William N. Salin
William N. Salin, Secretary
of State
By
Deputy<PAGE>
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
C. Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.<PAGE>
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:
SUBDIVISION A
THE AMENDMENTS
The exact text of Articles V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.
At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.
Such exchange and conversion will be accomplished as follows:
At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.
ARTICLE VI
Terms of Capital Stock
A. The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.
B. No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.
C. Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 2, 1969, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V
and VI of its Articles of Incorporation be amended so as to read as set
forth in the Amendments; and called a meeting of such Shareholders,
to be held September 15, 1969, to adopt or reject the Amendments.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on September 15, 1969, at which holders of 2,903,705 shares of
the Corporation's Common Stock, par value 8-1/3 cents per share were
present in person or by proxy, adopted the Amendments.
The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:
Total
Shares entitle to vote: 3,762,948
Shares voted in favor: 2,902,698
Shares voted against: 1,007
3. Compliance with Legal Requirements
The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT
TO THE
SHARES HERETOFORE AUTHORIZED
Before giving effect to the Amendments, the authorized capital
stock of this Corporation consisted of 5,000,000 shares of Common
Stock, par value 8-1/3 cents per share. The Amendments provide for
an additional 10,000,000 shares of authorized Common Stock. After
giving effect to the Amendments, the authorized capital stock of this
Corporation shall consist of 15,000,000 shares of Common Stock, of
the par value of 2.77 cents per share.
IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 16th
day of September, 1969.
/s/ Arthur J.
Decio
(Written
Signature)
Arthur J. Decio
(Printed
Signature)
President of
Skyline
Corporation
(Name of
Corporation)
/s/ Richard M.
Treckelo
(Written
Signature)
Richard M.
Treckelo
(Printed
Signature)
Secretary of
Skyline
Corporation
(Name of
Corporation)
STATE OF INDIANA )
) SS:
COUNTY OF ELKHART )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 16th day of
September, 1969.
/s/ Phyllis J.
Evans
(Written
Signature)
Phyllis J. Evans
(Printed
Signature)
Notary Public
My commission expires
November 4, 1972
This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
SKYLINE CORPORATION
Skyline Corporation (the "Corporation"), a corporation existing pursuant to
the Indiana Business Corporation Law, as amended, desiring to give notice of
corporate action amending certain provisions of its Articles of Incorporation,
sets forth the following facts:
ARTICLE I
AMENDMENT
1. The name of the Corporation is Skyline Corporation.
2. The text of the amendment adopted (the "Amendment") is as follows:
Article IX, Section One of the Articles of Incorporation of the Corporation is
amended to provide in its entirety as follows:
The Corporation shall have such number of Directors as shall be specified in
the By-Laws, but in no event shall such number be less than three nor more
than ten. In the event the By-Laws do not state the number of Directors, the
number of Directors shall be nine.
3. This Amendment was adopted as of September 18, 1995.
ARTICLE II
MANNER OF ADOPTION AND VOTE
1. The manner of adoption and vote by which the Amendment was adopted by
the Corporation is as follows:
Action by Directors. The Board of Directors of the Corporation, as of
July 20, 1995, duly adopted resolutions approving the Amendment and
recommending and submitting the Amendment to the vote of the Shareholders.
Action by Shareholders. The Shareholders approved the amendment at the
annual meeting of the Shareholders of the Corporation on September 18, 1995.
The designation, number of outstanding shares, number of votes entitled to be
cast, number of votes represented at the meeting, the number of shares voted
in favor of the Amendment, and the number of shares voted against the
Amendment is set forth below:
Designation of shares: Common
Number of outstanding shares: 11,120,644
Number of votes entitled to be cast: 11,120,644
Number of shares voted in favor: 9,438,036
Number of shares voted against: 758,191
2. The number of votes cast for the Amendment was sufficient for approval
of the Amendment.
IN WITNESS WHEREOF, the undersigned Corporation has caused these Articles of
Amendment to be signed by a duly authorized officer this 18th day of
September, 1995.
Skyline Corporation
/s/ Ronald F. Kloska
Ronald F. Kloska,
Secretary
BY-LAWS
ARTICLE 1
IDENTIFICATION
Section 1 - Name
The name of the corporation shall be Skyline Homes, Inc.
(Hereinafter referred to as the "corporation".)
Section 2 - Seal
The corporation shall have a corporate seal which shall be as
follows: A circular disc, on the outer margin of which shall appear the
corporate name and State of Incorporation, with the words "Corporate
Seal" through the center, so mounted that it may be used to impress
these words in raised letters upon paper. The seal shall be in charge of
the Secretary.
Section 3 - Fiscal Year
The fiscal year of the corporation shall begin at the beginning of
the first day of June and end at the close of the last day of May next
succeeding.
ARTICLE II
CAPITAL STOCK
Section 1 - Consideration for Shares
The board of directors shall cause the corporation to issue the
capital stock of the corporation for such consideration as has been fixed
by such board in accordance with the provisions of the Articles of
Incorporation.
Section 2 - Payment of Shares
Subject to the provisions of the Articles of Incorporation, the
consideration for the issuance of shares of the capital stock of the
corporation may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor actually performed for, or
services actually rendered to, the corporation; provided, however, that
the part of the surplus of a corporation which is transferred to capital
upon the issuance of shares as a share dividend shall be deemed to be
the consideration for the issuance of such shares. When payment of the
consideration for which a share was authorized to be issued shall have
been received by the corporation, or when surplus shall have been
transferred to capital upon the issuance of a share dividend, such share
shall be declared and taken to be fully paid and not liable to any further
call or assessment, and the holder thereof shall not be liable for any
further payments thereon. In the absence of actual fraud in the
transaction, the judgment of the board of directors as to the value of
such property, labor or services received as consideration, or the value
placed by the board of directors upon the corporate assets in the event
of a share dividend shall be conclusive. Promissory notes or future
services shall not be accepted in payment or part payment of any of the
capital stock of the corporation.
Section 3 - Certificates for Shares
The corporation shall issue to each shareholder a certificate
signed by the president or a vice-president, and the secretary of the
corporation, certifying the number of shares owned by him in the
corporation. Where such certificate is also signed by a transfer agent
or registrar, the signatures of the president, vice-president or secretary
may be facsimiles. The certificate shall state the name of the registered
holder, the number of shares represented thereby, the par value of each
share or a statement that such shares have no par value, and whether
such shares have been fully paid up, the certificate shall be legibly
stamped to indicate the per centum which has been paid up, and as
further payments are made thereon the certificate shall be stamped
accordingly.
If the corporation issues more than one class, every certificate
issued shall state the kind and class of shares represented thereby, and
the relative rights, interests, preferences and restrictions of such class,
or a summary thereof.
Section 4 - Form of Certificates
The stock certificates to represent the shares of the capital stock
of this corporation shall be in such form, not inconsistent with the laws
of the State of Indiana, as may be adopted by the board of directors.
Section 5 - Transfer of Stock
Title to a certificate and to the shares represented thereby can be
transferred only:
1. By delivery of the certificate endorsed either in blank or
to a specified person by the person appearing by the certificate to be the
owner of the shares represented thereby; or
2. By delivery of the certificate and a separate document
containing a written assignment of the certificate or a power of attorney
to sell, assign, or transfer the same or the shares represented thereby,
signed by the person appearing by the certificate to be the owner of the
shares represented thereby. Such assignment or power of attorney may
be either in blank or to a specified person.
Section 6 - Closing of Transfer Books
The transfer books shall be closed for a period of ten days prior
to the date set for any meeting of shareholders, and during such period
no new certificate of stock shall be issued by this corporation and no
change or transfer shall be made upon the records thereof.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1 - Place of Meetings
All meetings of shareholders of the corporation shall be held at
such place, within or without the State of Indiana, as may be specified
in the respective notices or waivers of notice thereof, or proxies to
represent shareholders thereat.
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election of
directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at ten o'clock in the
forenoon of the first Monday in June of each year, if such day is not a
legal holiday, and if a holiday then on the first following day that is not
a legal holiday. If for any reason the annual meeting of the
shareholders shall not be held at the time and place herein provided, the
same may be held at any time thereafter, or the business to be
transacted at such annual meeting may be transacted at any special
meeting called for that purpose.
Section 3 - Special Meetings
Special meetings of the shareholders may be called by the
president, by the board of directors, or by shareholders holding not less
than one-fourth of all the shares of capital stock outstanding.
Section 4 - Notice of Meetings
A written or printed notice, stating the place, day and hour of the
meeting, and in case of a special meeting the purpose or purposes for
which the meeting is called, shall be delivered or mailed by the
secretary or by the officers or persons calling the meeting, to each
holder of the capital stock of the corporation at the time entitled to vote,
at such address as appears upon the records of the corporation, at least
ten days before the date of the meeting. Notice of any such meeting
may be waived in writing by any shareholder if the waiver sets forth in
reasonable detail the purpose or purposes for which the meeting is
called, and the time and place thereof. Attendance at any meeting, in
person or by proxy shall constitute a waiver of notice of such meeting.
Section 5 - Voting at Meetings
Except as otherwise provided by law or by the provisions of the
Articles of Incorporation, every holder of the capital stock of the
corporation shall have the right at all meetings of the shareholders of
the corporation to one vote for each share of stock standing in his name
on the books of the corporation.
No share shall be voted at any meeting:
1. Upon which an installment is due and unpaid; or
2. Which shall have been transferred on the books of the
corporation within ten days next preceding the date of the
meeting; or
3. Which belongs to the corporation.
Section 6 - Proxies
A shareholder may vote, either in person or by proxy executed
in writing, by the shareholder, or a duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date of its
execution, unless a longer time is expressly provided therein.
Section 7 - Quorum
Unless otherwise provided by the Articles of Incorporation, at
any meeting of shareholders, a majority of the shares of the capital
stock outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum.
Section 8 - Organization
The president, and in his absence, the vice-president, and in their
absence any shareholder chosen by the shareholders present, shall call
meetings of the shareholders to order and shall act as chairman of such
meetings, and the secretary of the company shall act as secretary of all
meetings of the shareholders. In the absence of the secretary the
presiding officer may appoint a shareholder to act as secretary of the
meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The board of directors shall consist of five (5) members, (any
number not less than three), who shall be elected annually by a
majority of the shares represented at the annual meeting of the
shareholders. Such directors shall hold office until the next annual
meeting of the shareholders and until their successors are elected and
qualified. A majority of the directors must be citizens of the United
States.
Section 2 - Duties
The corporate power of this corporation shall be vested in the
board of directors, who shall have the management and control of the
business of the corporation. They shall employ such agents and
servants as they may deem advisable, and fix the rate of compensation
of all agents, employees and officers.
Section 3 - Resignation
A director may resign at any time by filing his written
resignation with the secretary.
Section 4 - Removal
Any director may be removed for cause at any time at any
regular meeting or at such a special meeting of the shareholders of the
corporation called for such purpose, by the affirmative vote of the
holders of a majority of the shares outstanding.
Section 5 - Vacancies
In case of any vacancy in the board of directors through death,
resignation, removal or other cause, the remaining directors by the
affirmative vote of a majority thereof may elect a successor to fill such
vacancy until the next annual meeting and until his successor is elected
and qualified. If the vote of the remaining members of the board shall
result in a tie, the vacancy shall be filled by shareholders at the annual
meeting or a special meeting.
Section 6 - Annual Meetings
The board of directors shall meet each year immediately after
the annual meeting of the shareholders, at the place where such meeting
of the shareholders has been held, for the purpose of organization,
election of officers, and consideration of any other business that may
be brought before the meeting. No notice shall be necessary for the
holding of this annual meeting. If such meeting is not held as above
provided, the election of officers may be had at any subsequent meeting
of the board specifically called in the manner provided in Article IV,
Section 7 of these by-laws.
Section 7 - Other Meetings
Other meetings of the board of directors may be held upon the
call of the president, or of two or more members of the board of
directors, at any place within or without the State of Indiana, upon
forty-eight hours' notice, specifying the time, place and general
purposes of the meeting, given to each director, either personally, by
mailing, or by telegram. At any meeting at which all directors are
present, notice of the time, place and purpose thereof shall be deemed
waived; and similar notice may likewise by waived by absent directors,
either by written instrument or by telegram.
Section 8 - Quorum
At any meeting of the board of directors, the present of a
majority of the members of the board then qualified and acting shall
constitute a quorum for the transaction of any business except the
filling of vacancies in the board of directors.
Section 9 - Organization
The president and in his absence the vice-president and in their
absence any director chosen by the directors present, shall call
meetings of the board of directors to order, and shall act as chairman
of such meetings. The secretary of the company shall act as secretary
of the board of directors, but in the absence of the secretary the
presiding officer may appoint any director to act as secretary of the
meeting.
Section 10 - Order of Business
The order of business at all meetings of the board of directors
shall be as follows:
1. Roll call,
2. Reading of the Minutes of the preceding meeting and
action thereon,
3. Reports of officers,
4. Reports of committees,
5. Unfinished business,
6. Miscellaneous business,
7. New business.
ARTICLE V
OFFICERS OF THE CORPORATION
Section 1 - Officers
The officers of the corporation shall consist of a president, one
or more vice-presidents, a secretary, an assistant secretary and a
treasurer. Any two or more offices may be held by the same person,
except that the duties of the president and secretary shall not be
performed by the same person. The board of directors by resolution
may create and define the duties of other offices in the corporation, and
may elect or appoint persons to fill such offices.
Section 2 - Vacancies
Whenever any vacancies shall occur in any office by death,
resignation, increase in the number of offices of the corporation, or
otherwise, the same shall be filled by the board of directors, and the
office so elected shall hold office until his successor is chosen and
qualified.
Section 3 - President
The president shall preside at all meetings of shareholders and
directors, discharge all the duties which devolve upon a presiding
officer, and perform such other duties as this code of by-laws provides,
or the board of directors may prescribe.
The president shall have full authority to execute proxies in
behalf of the corporation, to vote stock owned by it in any other
corporation, and to execute, with the secretary, powers of attorney
appointing other corporations, partnerships, or individuals the agent of
the corporation, all subject to the provisions of The Indiana General
Corporation Act of 1929, as amended, the Articles of Incorporation and
this code of by-laws.
Section 4 - Executive Vice-President
The executive vice-president shall perform all duties incumbent
upon the president during the absence or disability of the president, and
perform such other duties as this code of by-laws may require or the
board of directors may prescribe.
Section 5 - Secretary
The secretary shall have the custody and care of the corporate
seal, records, minutes and stock books of the corporation. He shall
attend all meetings of the shareholders and of the board of directors,
and shall keep, or cause to be kept in a book provided for the
purpose, a true and complete record of the proceedings of such
meetings, and shall perform a like duty for all standing committees
appointed by the board of directors, when required. He shall attend to
the giving and serving of all notices of the corporation, shall file and
take charge of all papers and documents belonging to the corporation
and shall perform such other duties as this code of by-laws may require
or the board of directors may prescribe.
Section 6 - Treasurer
The treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition of the
corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables which may from time to time come into
the possession of the corporation. He shall immediately deposit all
funds of the corporation coming into his hands in some reliable bank
or other depositary to be designated by the board of directors, and shall
keep such bank account in the name of the corporation. He shall
furnish at meetings of the board of directors, or whenever requested, a
statement of the financial condition of the corporation, and shall
perform such other duties as this code of by-laws may require or the
board of directors may prescribe. The treasurer may be required to
furnish bond in such amount as shall be determined by the board of
directors.
Section 7 - Delegation of Authority
In case of the absence of any officer of the corporation, or for
any other reason that the board of directors may deem sufficient, the
board of directors may delegate the powers or duties of such officer to
any other officer or to any director, for the time being, provided a
majority of the entire board of directors concurs therein.
Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper and other instruments in writing
and legal documents, shall be signed by the president and attested by
the secretary. All bonds, deeds and mortgages shall be signed by the
president and attested by the secretary. All certificates of stock shall
be signed by the president or vice-president and the secretary or
assistant secretary.
All checks, drafts, notes and orders for the payment of money
shall be signed by those officers or employees of the corporation as the
directors may from time to time designate.
Section 9 - Loans to Officers
No loan of money or property or any advance on account of
services to be performed in the future shall be made to any officer or
director of the corporation.
ARTICLE VI
CORPORATE BOOKS
Section 1 - Place of Keeping, In General
Except as otherwise provided by the laws of the State of Indiana,
by the Articles of Incorporation of the corporation or by these by-laws,
the books and records of the corporation may be kept at such place or
places, within or without the State of Indiana, as the board of directors
may from time to time by resolution determine.
Section 2 - Stock Register or Transfer Book
The original or duplicate stock register or transfer book, or in
case a stock registrar or transfer agent shall be employed by the
corporation either within or without the State of Indiana, a complete
and accurate shareholders list, alphabetically arranged, giving the
names and addresses of all shareholders, the number and classes of
shares held by each, shall be kept at the principal office of the
corporation in the State of Indiana.
ARTICLE VII
AMENDMENTS
Section 1 - Amendments
By-Laws may be adopted, amended or repealed at any meeting
of the board of directors by the vote of a majority thereof, unless the
Articles of Incorporation provide for the adoption, amendment or repeal
by the shareholders, in which event, action thereon may be taken at any
meeting of the shareholders by the vote of a majority of the voting
shares outstanding.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 18, 1960, Section 1, of ARTICLE IV of the By-Laws
of Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members, who
shall be elected annually as provided in the Articles of Incorporation.
Such directors shall hold office until the next annual meeting of
shareholders, and until their successors are elected and qualified.
Directors need not be shareholders of the corporation. A majority of
the directors at any time shall be citizens of the United States.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 28, 1960, Section 1 of ARTICLE IV of the By-Laws
of Skyline Homes, Inc., as amended, is hereby amended to read as
follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members, who
shall be elected annually as provided in the Articles of Incorporation.
Such directors shall hold office until the next annual meeting of
shareholders, and until their successors are elected and qualified.
Directors need not be shareholders of the Corporation. A majority of
the directors at any time shall be citizens of the United States. A
member of the Board of Directors shall be elected by the vote of a
majority of the directors as Chairman of the Board, and such Chairman
shall preside at all meetings of the Board of Directors.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 28, 1960, ARTICLE IV of the By-Laws of Skyline
Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a majority
vote of the number of directors elected and qualified from time to time,
designate an Executive Committee of four (4) from its members, which
shall include the President, which Committee shall, except as to matters
upon which the Board of Directors has acted, have and exercise the full
power of the Board of Directors in the management of the business and
affairs of the Corporation; PROVIDED, always, that all business
transacted by such Committee shall be submitted to and be approved by
the Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of November 16, 1960, ARTICLE IV of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 12 - Finance Committee
The President may, whenever he sees fit, select and designate a
finance committee of three (3) members from the Board of Directors,
which shall include the President, which committee shall, except as to
matters upon which the Board of Directors has acted, decide all
questions concerning the financial matters of the Corporation;
PROVIDED ALWAYS that all decisions made by such committee shall
be submitted to and approved by the Board of Directors at their next
regular or special meeting. The President shall have the power at any
time, to fill vacancies in, to change the membership of, or to dissolve
the finance committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 28, 1960, ARTICLE VI, Section 2, of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE VI
CORPORATE BOOKS
Section 2 - Stock Register or Transfer Book
The original or duplicate stock register or transfer book, or in
case a stock registrar or transfer agent shall be employed by the
corporation, either within or without the State of Indiana, a complete
and accurate shareholders list, alphabetically arranged, giving the
names and addresses of all shareholders, the number and classes of
shares held by each, shall be kept at the principal office of the
corporation in the State of Indiana. In the event that dividends are
declared by the Board of Directors, a record date shall be established
by the Board. The transfer agent shall determine all stockholders
entitled to such dividend as of such record date. In no event shall said
stock register or transfer book be closed for the purpose of determining
stockholders entitled to dividends.
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 28, 1960, Section 6 of ARTICLE II of the By-Laws of
Skyline Homes, Inc., is hereby repealed.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of March 14, 1961, Section 2 of ARTICLE III, of the By-Laws
of Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at 2:00 o'clock in the
afternoon of the first Friday in August of each year, if such day is not
a legal holiday, and if a holiday, then on the first following day that is
not a holiday. If, for any reason, the annual meeting of the
Shareholders shall not be held at the time and place herein provided,
the same may be held at any time thereafter, or the business to be
transacted at such annual meeting may be transacted at any special
meeting called for that purpose.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of May 2, 1962, Section 2 of ARTICLE III of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at 2:00 o'clock in the
afternoon of the first Friday in September of each year, if such day is
not a legal holiday, and if a holiday, then on the first following day that
is not a holiday. If, for any reason, the annual meeting of the
Shareholders shall not be held at the time and place herein provided,
the same may be held at any time thereafter, or the business to be
transacted at such annual meeting may be transacted at any special
meeting called for that purpose.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of May 21, 1964, Section 2 of ARTICLE III of the By-Laws
of Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE III
MEETING OF STOCKHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders, for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 7:30 o'clock P.M. of the
second Wednesday in September of each year, if such day is not a legal
holiday, and if a holiday, then on the first following day that is not a
holiday. If, for any reason, the annual meeting of the Shareholders
shall not be held at the time and place herein provided, the same may
be held at any time thereafter, or the business to be transacted at such
annual meeting may be transacted at any special meeting called for that
purpose.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of May 4, 1966, ARTICLE IV of the By-Laws of Skyline
Homes, Inc., is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation Committee
of four (4) directors, which shall include the Treasurer of the
corporation. The Compensation Committee shall fix and determine the
salaries, bonuses and all other compensation of all of the officers of the
corporation. All acts of the Compensation Committee shall be reported
to the Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power, at any time, to fill vacancies
in, or to dissolve the Compensation Committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of July 19, 1966, Section 2 of ARTICLE III of the By-Laws of
Skyline Homes, Inc., is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting shall be at 10:00 o'clock A.M., of the
third Friday in August of each year, if such day is not a legal holiday,
and if a holiday, then on the next day that is not a holiday.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors, and
approved by the shareholders at their meeting of August 19, 1966,
ARTICLE I, Section 1, of the By-Laws of Skyline Corporation is
hereby amended to read as follows:
ARTICLE I
IDENTIFICATION
Section 1 - Name
The name of the Corporation shall be Skyline Corporation
(hereinafter referred to as the "Corporation").<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of June 7, 1967, ARTICLE IV of the By-Laws of Skyline
Corporation, is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8) members who
shall be elected annually as provided in the Articles of Incorporation.
Such Directors shall hold office until the next annual meeting of
shareholders, and until their successors are elected and qualified.
Directors need not be shareholders of the corporation. A majority of
the Directors at any time shall be citizens of the United States. A
member of the Board of Directors shall be elected by a vote of the
majority of the directors as Chairman of the Board, and such Chairman
shall preside at all meetings of the Board of Directors.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of January 8, 1968, ARTICLE IV of the By-Laws of Skyline
Corporation is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 14 - Management Incentive Plan Committee
The Board of Directors may appoint a Management Incentive
Plan Committee, consisting of not less than three (3) members, or
former members of the Board. The Management Incentive Plan
Committee shall administer and interpret the Skyline Corporation
Management Incentive Plan dated January 8, 1968. No member of the
Committee shall be eligible to receive an award pursuant to the Plan,
or be eligible for selection as a person to whom stock may be allocated
or stock options granted pursuant to any other plan of the Corporation
or any of its affiliates at any time while he is serving on the Committee;
and no member of the Committee shall have been so eligible at any
time within one year prior to the time that he becomes a member of the
Committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of March 26, 1968, ARTICLE VI, Section 2, of the By-Laws
of Skyline Corporation is hereby amended to read as follows:
ARTICLE VI
CORPORATE BOOKS
Section 2 - Transfer Agent and Registrar, and Closing of
Transfer Books
The Board of Directors may appoint one or more transfer agents
and one or more registrars of transfers, and the principal transfer agent
shall keep a stock transfer book for the transfer of all shares of the
capital stock of the Corporation.
The Board of Directors may fix the time, not exceeding fifty
days preceding the date of any meeting of stockholders or any dividend
payment date or any date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock shall go into
effect, during which the books of the Corporation shall be closed
against transfers of stock. In lieu of providing for the closing of the
books against transfers of stock as aforesaid, the Board of Directors
from time to time may fix in advance a date, not exceeding fifty days
preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for any allotment of rights, or the
date when any change or conversion or exchange of capital stock shall
go into effect, as a record date for the determination of the stockholders
entitled to notice of and to vote at such meeting and any adjournment
thereof, or entitled to receive such dividends or allotment of rights, or
to exercise the rights in respect of any such change, conversion or
exchange of capital stock, as the case may be; and only stockholders of
record on such date shall be entitled to notice of or to vote at such
meeting or to receive such dividend or allotment of rights, or to
exercise such rights in respect of any such change, conversion or
exchange of capital stock, as the case may be.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting of June 13, 1968, Section 2 of ARTICLE III of the By-Laws
of Skyline Corporation is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the Shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 10:00 o'clock A.M. on the
fourth Wednesday in August of each year, if such day is not a legal
holiday, and if a holiday, then on the next day that is not a holiday.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of June 2, 1969, ARTICLE IV of the By-Laws of Skyline
Corporation is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members who
shall be elected annually as provided in the Articles of Incorporation.
Such Directors shall hold office until the next annual meeting of
Shareholders, and until their successors are elected and qualified.
Directors need not be Shareholders of the Corporation. A majority of
the Directors at any time shall be citizens of the United States. A
member of the Board of Directors shall be elected by a vote of the
majority of the Directors as Chairman of the Board, and such Chairman
shall preside at all meetings of the Board of Directors.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting of June 2, 1969, Section 2 of ARTICLE III of the By-Laws of
Skyline Corporation is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 10:00 o'clock A.M. on the
third Monday in September of each year, if such day is not a legal
holiday, and if a holiday, then on the next day that is not a holiday.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of January 28, 1970, Section 3 of ARTICLE II of the By-Laws
of Skyline Corporation is hereby amended to read as follows:
ARTICLE II
CAPITAL STOCK
Section 3 - Certificates for Shares
Each shareholder shall be entitled to a certificate signed by the
president or a vice president and the secretary or any assistant secretary
of the corporation certifying the number of shares owned by him in the
corporation. If such certificate is countersigned by the written
signature of a transfer agent other than the corporation or its employee
or by the written signature of a registrar other than the corporation or
its employee, the signatures of the officers of the corporation may be
facsimiles. If such certificate is countersigned by the written signature
of a registrar other than the corporation or its employee, the signatures
of the transfer agent and the officers of the corporation may be
facsimiles.
Every certificate shall state the name of the registered holder, the
number of shares represented thereby, the par value of each share or a
statement that such shares have no par value, and whether such shares
have been fully paid up and are nonassessable. If such shares are not
fully paid up, the certificate shall be legibly stamped to indicate the per
centum which has been paid up, and as further payments are made
thereon the certificate shall be stamped accordingly.
If the corporation is authorized to issue shares of more than one
class, every certificate shall state the kind and class of shares
represented thereby, and the relative rights, interests, preferences and
restrictions of such class, or a summary thereof; provided that such
statement may be omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such statement, in full, will
be furnished by the corporation to any shareholder upon written request
and without charge.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting of April 6, 1970, ARTICLE IV of the By-Laws of Skyline
Corporation is hereby amended to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8) members who
shall be elected annually as provided in the Articles of Incorporation.
Such Directors shall hold office until the next annual meeting of
Shareholders, and until their successors are elected and qualified.
Directors need not be Shareholders of the Corporation. A majority of
the Directors at any time shall be citizens of the United States. A
member of the Board of Directors shall be elected by a vote of the
majority of the Directors as Chairman of the Board, and such Chairman
shall preside at all meetings of the Board of Directors.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting of June 1, 1972, Section 2 of ARTICLE III of the By-Laws of
Skyline Corporation is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 10:00 o'clock A.M. on the
fourth Monday in September of each year, if such day is not a legal
holiday, and if a holiday, then on the next day that is not a holiday.<PAGE>
AMENDMENTS TO BY-LAWS
SEPTEMBER 25, 1972
Pursuant to resolution of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Section 8 of ARTICLE III (MEETINGS OF STOCKHOLDERS)
is hereby amended as follows:
Section 8 - Organization
The Chairman of the board of directors, and in his absence the
president, and in their absence any other officer chosen by the
shareholders present, shall call meetings of the shareholders to order
and shall act as chairman of such meetings, and the secretary of the
corporation shall act as secretary of all meetings of the shareholders.
In the absence of the secretary, the presiding officer may appoint a
shareholder to act as secretary of the meeting.
Sections 7, 9, 11 and 13 of ARTICLE IV (BOARD OF DIRECTORS) are hereby
amended as set forth below, and Section 15 is hereby added as set forth below:
Section 7 - Other Meetings
Other meetings of the board of directors may be held upon the
call of the chairman of the board of directors, or the president, or of
two or more members of the board of directors, at any place within or
without the State of Indiana, upon forty-eight hours' notice, specifying
the time, place and general purposes of the meeting, given to each
director, either personally, by mailing, or by telegram. At any meeting
at which all directors are present, notice of the time, place and purpose
thereof shall be deemed waived; and similar notice may likewise be
waived by absent directors, either by written instrument or by telegram.
Section 9 - Organization
The chairman of the board of directors and in his absence the
president or any vice-president and in their absence any director chosen
by the directors present, shall call meetings of the board of directors to
order, and shall act as chairman of such meetings. The secretary of the
company shall act as secretary of the board of directors, but in the
absence of the secretary the residing officer may appoint and director
to act as secretary of the meeting.
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a majority
vote of the number of directors elected and qualified from time to time,
designate an Executive Committee of five (5) persons from its
members, which shall include the chairman of the board of directors
and the president, which Committee shall, except as to matters upon
which the Board of Directors has acted, have and exercise the full
power of the Board of Directors in the management of the Business and
affairs of the Corporation; PROVIDED, always, that all business
transacted by such Committee shall be submitted to and be approved by
the Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation Committee
of four (4) directors, which shall include the corporate officer who is
chief financial officer of the corporation. The Compensation
Committee shall fix and determine the salaries, bonuses and all other
compensation of all of the officers of the corporation. All acts of the
Compensation Committee shall be reported to the Board of Directors
at their next regular or special meeting. The Board of Directors shall
have the power, at any time, to fill vacancies in, or to dissolve the
Compensation Committee.
Section 15 - Audit Committee
The board of directors may appoint an Audit Committee,
consisting of not less than three (3) members of the Board. The Audit
Committee shall, from time to time, meet with representatives of the
independent certified public accountants then servicing the corporation,
review the corporation's systems of internal controls and take necessary
action to see that an adequate system of internal auditing is
implemented. The Audit Committee may also nominate independent
auditors and select and establish accounting policies. All business
transacted by the Committee shall be submitted to the board of
directors at their next regular or special meeting for their consideration
and approval or rejection. The board of directors shall have the power
at any time to fill vacancies in, to change the membership of, or to
dissolve the Audit Committee.
Section 1 and 3 of ARTICLE V (OFFICERS OF THE CORPORATION) are hereby
added as set forth below:
Section 1 - Officers
The officers of the corporation shall consist of a chairman of the
board of directors, a president, one or more vice-presidents, a secretary,
an assistant secretary and a treasurer. Any two or more offices may be
held by the same person, except that the duties of the president and
secretary shall not be performed by the same person. The board of
directors by resolution may create and define the duties of other offices
in the corporation, and may elect or appoint persons to fill such offices.
Section 3 - President
The president shall perform such duties as this code of by-laws
provides, or the board of directors may prescribe.
The President shall have full authority to execute proxies in
behalf of the corporation, to vote stock owned by it in any other
corporation, and to execute, with the secretary, powers of attorney
appointing other corporations, partnerships, or individuals the agent of
the corporation, all subject to the provisions of The Indiana General
Corporation Act of 1929, as amended, the Articles of Incorporation and
this code of by-laws.
Section 10 - Chairman of the Board of Directors
The chairman of the board of directors shall be a general advisor
and consultant to the management on all matters pertaining to the
business of the Corporation and render such additional services as are
pertinent thereto, and shall perform such other duties as this code of by-
laws provide or the board of directors may prescribe.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at its
meeting held July 11, 1974, Section 13 of ARTICLE IV of the By-
Laws of Skyline Corporation, is hereby amended to read as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation Committee
consisting of four (4) members of the Board of Directors. The
Compensation Committee shall have the power to fix and determine the
salaries and other compensation of officers of the corporation. All acts
of the Compensation Committee shall be reported to the Board of
Directors at their next regular or special meeting. The Board of
Directors shall have the power, at any time, to fill vacancies in, or to
dissolve the Compensation Committee.<PAGE>
AMENDMENTS TO BY-LAWS
SEPTEMBER 23, 1974
Pursuant to resolution of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Sections 8 and 10 of ARTICLE V (OFFICERS OF THE CORPORATION) are hereby
amended as set forth below:
Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper, bonds, deeds, mortgages, and all
other legal instruments or documents shall be signed by the president
and, if required, shall be attested by the secretary or assistant secretary.
All certificates of stock shall be signed by the president or a vice-
president and the secretary or assistant secretary.
Section 10 - Chairman of the Board of Directors and Chief
Executive Officer
The chairman of the board of directors shall be the chief
executive officer of the corporation and shall generally supervise the
business of the Corporation, subject to the control of the board of
directors. He shall also perform such other duties as this code of by-
laws provide or the board of directors may prescribe.<PAGE>
AMENDMENT TO BY-LAWS
FEBRUARY 6, 1975
Pursuant to resolution of the Board of Directors of Skyline
Corporation, Section 7 of ARTICLE IV (BOARD OF DIRECTORS)
is hereby amended as follows:
Section 7
Regular Meetings
Regular meetings of the Board of Directors may be held without
notice at such time and place, either within or without the State of
Indiana, as shall from time to time be determined by the Board.
Special Meetings
Special meetings of the Board of Directors shall be held, either
within or without the State of Indiana, whenever called by the
Chairman of the Board, the President or by any three of the Directors.
Oral, telegraphic or written notice shall be given, sent or mailed not
less than one day before the meeting and shall state the purposes of the
meeting, and the date, place and hour of such meeting.
Waivers of Notice
Notice of a meeting need not be given to any Director who
submits a signed waiver of notice whether before or after the meeting,
and attendance at the meeting by any Director shall constitute waiver
of notice by such Director.<PAGE>
AMENDMENTS TO BY-LAWS
SEPTEMBER 22, 1975
Pursuant to resolutions of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Sections 11 and 13 of ARTICLE IV (BOARD OF DIRECTORS) are hereby amended
as set forth below:
Section 11 - Executive Committee
The Board of Directors may, whenever it sees fit, by a majority
vote of the number of directors elected and qualified from time to time,
designate an Executive Committee of not less than four (4) persons
from its members, which shall include the chairman of the board of
directors and the president, which Committee shall, except as to matters
upon which the Board of Directors has acted, have and exercise the full
power of the Board of Directors in the management of the business and
affairs of the Corporation; PROVIDED, always, that all business
transacted by such Committee shall be submitted to and be approved by
the Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Executive committee.
Section 13 - Compensation Committee
The Board of Directors may appoint a Compensation Committee
of not less than four (4) directors. The Compensation Committee may
fix and determine salaries, bonuses and other compensation of the
officers of the corporation. All acts of the Compensation Committee
shall be reported to the Board of Directors at their next regular or
special meeting. The Board of Directors shall have the power, at any
time, to fill vacancies in, or to dissolve the Compensation Committee.
The Board of Directors may also fix and determine the salaries,
bonuses and other compensation of the officers of the corporation
either with or without a report from the Compensation Committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting held August 4, 1977, Section 1 of ARTICLE IV of the By-
Laws of Skyline Corporation is hereby amended to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members, who
shall be elected annually by a majority of the shares represented at the
annual meeting of the shareholders. Such directors shall hold office
until the next annual meeting of the shareholders and until their
successors are elected and qualified. Directors need not be
shareholders of the Corporation. A majority of the Directors at any
time shall be citizens of the United States. A member of the Board of
Directors shall be elected by a vote of the majority of the Directors as
Chairman of the Board, and such Chairman shall preside at all meetings
of the Board of Directors.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting of June 7, 1979, Section 2 of ARTICLE III of the By-Laws of
Skyline Corporation is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 10:00 o'clock A.M. on the
third Monday in September of each year, if such day is not a legal
holiday, and if a holiday, then on the next day that is not a holiday.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting of May 2, 1984, Section 2 of ARTICLE III of the By-Laws of
Skyline Corporation is hereby amended to read as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The annual meeting of the shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be at 10:00 o'clock A.M. local
time, or at such other time that the Board of Directors may determine,
on the second Monday in September of each year, if such day is not a
legal holiday, and if a holiday, then on the next day that is not a
holiday.<PAGE>
AMENDMENT TO BY-LAWS
ADOPTED SEPTEMBER 11, 1989
Pursuant to resolutions of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Section 11 of ARTICLE IV (BOARD OF DIRECTORS) is
hereby amended as set forth below:
Section 11 - Executive Committee of the Board of Directors
The Board of Directors may, whenever it sees fit, by a majority
vote of the number of Directors elected and qualified from time to time,
designate an Executive Committee of not less than three (3) persons
from its members which Committee shall, except as to matters upon
which the Board of Directors has acted, have and exercise the full
power of the Board of Directors in the management of the business and
affairs of the Corporation; PROVIDED, always, that all business
transacted by such Committee shall be submitted to and be approved by
the Board of Directors at their next regular or special meeting. The
Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting held June 7, 1990, Section 2 of ARTICLE III of the By-Laws
of Skyline Corporation is hereby amended to provide as follows:
ARTICLE III
MEETING OF SHAREHOLDERS
Section 2 - Annual Meeting
The Annual Meeting of the Shareholders for the election of
Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at 10:00 o'clock A.M.,
local time, or at such other time that the Board of Directors may
determine, on the third Monday in September of each year, if such day
is not a legal holiday, and if a holiday, then on the next day that is not
a holiday.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting held June 6, 1991, Section 1 of ARTICLE IV of the By-Laws
of Skyline Corporation is hereby amended, effective as of the date of
the 1991 Annual Meeting of shareholders, to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of eight (8) members, who
shall be elected annually by a majority of the shares represented at the
Annual Meeting of shareholders. Such directors shall hold office until
the next annual meeting of shareholders and until their successors are
elected and qualified. Directors need not be shareholders of the
Corporation. A majority of the Directors at any time shall be citizens
of the United States. A member of the board of directors shall be
elected by the vote of the majority of the directors as Chairman of the
Board, and such Chairman shall preside at all meetings of the Board of
Directors.<PAGE>
EXHIBIT A TO
MINUTES OF ANNUAL MEETING OF THE
BOARD OF DIRECTORS OF SKYLINE CORPORATION
HELD SEPTEMBER 16, 1991
AMENDMENTS, NEW PROVISION AND REPEAL OF
A PROVISION OF THE CODE OF BY-LAWS OF
SKYLINE CORPORATION
EFFECTIVE SEPTEMBER 16, 1991
Amendments
The following provisions of the Code of By-Laws of Skyline
Corporation are amended effective September 16, 1991 to provide as
set forth below:
Article II, Section 3 - Certificates for Shares
Each shareholder shall be entitled to a certificate signed by the
vice-chairman of the board of directors or the president or a vice
president and the secretary or any assistant secretary of the corporation
certifying the number of shares owned by him in the corporation. If
such certificate is countersigned by the written signature of a transfer
agent other than the corporation or its employee or by the written
signature of a registrar other than the corporation or its employee, the
signatures of the officers of the corporation may be facsimiles. If such
certificate is countersigned by the written signature of a registrar other
than the corporation or its employee, the signatures of the transfer agent
and the officers of the corporation may be facsimiles.
Every certificate shall state the name of the registered holder, the
number of shares represented thereby, the par value of each share or a
statement that such shares have no par value, and whether such shares
have been fully paid up and are nonassessable. If such shares are not
fully paid up, the certificate shall be legibly stamped to indicate the per
centum which has been paid up, and as further payments are made
thereon the certificate shall be stamped accordingly.
If the corporation is authorized to issue shares of more than one
class, every certificate shall state the kind and class of shares
represented thereby, and the relative rights, interests, preferences and
restrictions of such class, or a summary thereof; provided that such
statement may be omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such statement, in full, will
be furnished by the corporation to any shareholder upon written request
and without charge.
Article III, Section 3 - Special Meetings
Special meetings of the shareholders may be called by the
chairman of the board of directors, the vice-chairman of the board of
directors, the president, or by the board of directors.
Article III, Section 8 - Organization
The chairman of the board of directors, and in his absence any
director designated by the board of directors including the vice-
chairman and the president, shall call meetings of the shareholders to
order and shall act as chairman of such meetings, and the secretary or
the assistant secretary of the corporation shall act as secretary of all
meetings of the shareholders. In the absence of the secretary and
assistant secretary, the presiding officer may appoint a shareholder to
act as secretary of the meeting.
Article IV, Section 7
Regular Meetings
Regular meetings of the board of directors may be held without
notice at such time and place, either within or without the State of
Indiana, as shall from time to time be determined by the board.
Special Meetings
Special meetings of the board of directors shall be held, either
within or without the State of Indiana, whenever called by the chairman
of the board of directors, or the vice-chairman of the board of directors,
or the president or by any three (3) of the directors. Oral, telegraphic
or written notice shall be given, sent or mailed not less than one (1) day
before the meeting and shall state the purposes of the meeting, and the
date, place and hour of such meeting.
Waivers of Notice
Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting,
and attendance at the meeting by any director shall constitute waiver of
notice by such director.
Article IV, Section 9 - Organization
The chairman of the board of directors and in his absence the
vice-chairman of the board of directors, and in their absence the
president and in their absence any director chosen by the directors,
present, shall call meetings of the board of directors to order, and shall
act as chairman of such meetings. The secretary of the corporation
shall act as secretary of the board of directors, but in the absence of the
secretary the presiding officer may appoint any director to act as
secretary of the meeting.
Article V, Section 1 - Officers
The officers of the corporation shall consist of a chairman of the
board of directors, a vice-chairman of the board of directors, a
president, one or more vice presidents or senior vice-presidents, a
secretary, an assistant secretary and a treasurer. Any two or more
offices may be held by the same person, except that the duties of the
president and secretary shall not be performed by the same person. The
board of directors by resolution may create and define the duties of
other offices in the corporation, and may elect or appoint person to fill
such offices.
Article VI, Section 3 - President
The president shall perform such duties as this code of by-laws
provides, or the board of directors may prescribe.
Article V, Section 8 - Execution of Documents
Unless otherwise provided by the board of directors, all
contracts, leases, commercial paper, bonds, deeds, mortgages, and all
other legal instruments or documents shall be signed by the vice-
chairman of the board of directors or the president and, if required shall
be attested by the secretary or assistant secretary. All certificates of
stock shall be signed by the vice-chairman of the board of directors or
the president or a vice president and the secretary or assistant secretary.
New Provision
The Code of By-Laws of Skyline Corporation is amended
effective September 16, 1991, to add a new Section 11 to Article V, to
provide as set forth below:
Article V, Section 11 - Vice-Chairman of the Board of Directors
The vice-chairman of the board of directors shall perform such
duties as this code of by-laws provides, or the board of directors may
prescribe.
The vice-chairman of the board of directors shall have full
authority to execute proxies in behalf of the corporation, to vote stock
owned by it in any other corporation, and to execute, with the
secretary, powers of attorney appointing other corporations,
partnerships, or individuals the agent of the corporation, all subject to
the provisions of The Indiana Business Corporation Law, as amended,
the Articles of Incorporation and this code of by-laws.
Repeal
The Code of By-Laws of Skyline Corporation is amended
effective September 16, 1991, to repeal the provisions of Section 12 of
Article IV, which before being repealed provided as set forth below:
Article IV, Section 12 - Finance Committee
The chairman of the board of directors may, whenever he sees
fit, select and designate a finance committee of three (3) members from
the Board of Directors, which shall include the chairman of the board
of directors, which committee shall, except as to matters upon which
the Board of Directors has acted, decide all questions concerning the
financial matter of the Corporation; PROVIDED ALWAYS that all
decisions made by such committee shall be submitted to and approved
by the Board of Directors at their next regular or special meeting. The
chairman of the board of directors shall have the power at any time, to
fill vacancies in, to change the membership of, or to dissolve the
finance committee.<PAGE>
AMENDMENT TO BY-LAWS
Pursuant to resolution adopted by the Board of Directors at their
meeting held June 18, 1992, Section 1 of ARTICLE IV of the By-Laws
of Skyline Corporation is hereby amended, effective as of the date of
the 1992 Annual Meeting of shareholders, to provide as follows:
ARTICLE IV
BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall consist of nine (9) members, who
shall be elected annually by a majority of the shares represented at the
Annual Meeting of the Shareholders. Such Directors shall hold office
until the next annual meeting of shareholders and until their successors
are elected and qualified. Directors need not be Shareholders of the
Corporation. A majority of the Directors at any time shall be citizens
of the United States. A member of the Board of Directors shall be
elected by a vote of the majority of the Directors as Chairman of the
Board, and such Chairman shall preside at all meetings of the Board of
Directors.<PAGE>
AMENDMENT TO BY-LAWS
ADOPTED MARCH 18, 1993
Pursuant to resolutions of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Section 11 of ARTICLE IV (BOARD OF DIRECTORS) is
hereby amended as set forth below:
Section 11 - Executive Committee of the Board of Directors
The Board of Directors may, whenever it sees fit, by a majority
vote of the number of Directors elected and qualified from time to time,
designate an Executive Committee of not less than three (3) persons
from its members which Committee shall, except as to matters upon
which the Board of Directors has acted, have and exercise the full
power of the Board of Directors in the management of the business and
affairs of the Corporation, including but not limited to the power to
authorize dividend distributions according to a formula, method or
limit, or within a range, prescribed by the Board of Directors;
PROVIDED, always, that all business transacted by such Committee
shall be submitted to and be approved by the Board of Directors at their
next regular or special meeting. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of, or
to dissolve the Executive Committee.<PAGE>
AMENDMENT TO BY-LAWS
ADOPTED MAY 31, 1993
Pursuant to resolutions of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
Section 13 of ARTICLE IV (BOARD OF DIRECTORS) is
hereby amended as set forth below:
Section 13 - Governance and Compensation Committee
The Board of Directors, by resolution of a majority of the whole
Board, shall appoint a Governance and Compensation Committee to
consist of not less than three (3) directors, none of whom shall be an
officer or employee of the Corporation or of any subsidiary or affiliated
corporation. The functions of the Governance and Compensation
Committee shall be (a) to identify and make recommendations to the
Board of Directors regarding candidates for election to the Board, (b)
to review and make recommendations to the Board of Directors
regarding the renomination of incumbent directors, (c) to perform other
related tasks, such as studying the size, committee structure or meeting
frequency of the Board, making studies or recommendations regarding
management succession, or tasks of similar character as may be
requested from time to time by the Board of Directors or the Chief
Executive Officer, (d) to establish the compensation of the Chief
Executive Officer of the Corporation, (e) to consult with the Chief
Executive Officer with respect to the compensation of officers and
executive employees of the Corporation and its subsidiaries, and (f) to
undertake such additional similar functions and activities as may be
required by other compensation plans maintained by the Corporation
or as may be requested from time to time by the Board of Directors.
The Board of Directors, by resolution of a majority of the whole
Board, shall designate one member of the Governance and
Compensation Committee to act as chairman of the Committee. The
Committee member so designated shall (a) chair all meetings of the
committee, (b) chair meetings involving only non-employee directors,
(c) coordinate an annual performance evaluation of the Corporation, (d)
coordinate the evaluation of the performance of the Chief Executive
Officer, and (e) perform such other activities as from time to time are
requested by the other directors.<PAGE>
AMENDMENT TO BY-LAWS
ADOPTED MARCH 16, 1994
Pursuant to resolutions of the Board of Directors of Skyline
Corporation, the By-Laws of the Corporation are hereby amended to
provide as follows:
ARTICLE V (OFFICERS OF THE CORPORATION) is hereby
amended to add a new Section 12 as set forth below:
The Corporate Controller shall cause to be kept full and accurate
books and accounts of all assets, liabilities and transactions of the
corporation. The Corporate Controller shall establish and administer
an adequate plan for the control of operations, including systems and
procedures required to properly maintain internal controls on all
financial transactions of the corporation. The Corporate Controller
shall prepare, or cause to be prepared, statements of the financial
condition of the corporation and proper profit and loss statements
covering the operations of the corporation and such other and
additional financial statements, if any, as the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, President or Chief
Financial Officer from time to time shall require. The Corporate
Controller also shall perform such other duties as may be assigned by
the Chairman of the Board of Directors, Vice Chairman of the Board
of Directors, President or Chief Financial Officer, from time to time.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000090896
<NAME> SKYLINE CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> AUG-31-1995
<CASH> 5390
<SECURITIES> 39564
<RECEIVABLES> 48072
<ALLOWANCES> 40
<INVENTORY> 11627
<CURRENT-ASSETS> 112995
<PP&E> 87808
<DEPRECIATION> 42537
<TOTAL-ASSETS> 221112
<CURRENT-LIABILITIES> 43400
<BONDS> 0
<COMMON> 312
0
0
<OTHER-SE> 174883
<TOTAL-LIABILITY-AND-EQUITY> 221112
<SALES> 163855
<TOTAL-REVENUES> 163855
<CGS> 134846
<TOTAL-COSTS> 157643
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1550)
<INCOME-PRETAX> 7762
<INCOME-TAX> 3130
<INCOME-CONTINUING> 4632
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4632
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
