EX-3.1 2 sky-20210707ex3_1.htm EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS OF

SK YLI NE CHAMPION CORPORATION

(Amended and Restated as of February 3, 2021)

ARTICLE I

IDENTIFICATION

Section 1. Name. The name of the Corporation shall be Skyline Champion Corporation (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 of the Corporation.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be a 52- or 53-week period that ends on the Saturday nearest March 31 in each year.

Section 4. Principal Office. The pr incip al office (the "Principal Office") of the Corporation shall be at 755 W. Big Beaver Road, Suite 1000, Troy, Michigan 48084, or such other place as shall be determined by resolution of the Board.

Section 5. Other Offices. The Corporation may have such other offices at such other places within or without the State of Indiana as the Board may from time to time designate, or as the business of the Corporation may require.

ARTICLE II

CAPITAL STOCK

Section 1. Consideration for Shares. The board of directors of the Corporation (the “B oard”) shall cause the Corporation to issue the capital stock of the Corporation for such consideration as has been fixed by the Board in accordance with the provisions of the Articles of Incorporation of the Corporation (the "Articles").

Section 2. Payment for Share s. Subject to the provisions of the Articles, 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 as to the value of such property, labor, or services received as consideration, or the value placed by the Board 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.

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Section 3. Certificates for Shares. Certificates for shares ("Certificates") shall be in such form, consistent with law and the Articles, as shall be approved by the Board. Certificates for each class, or series within a class, of shares shall be numbered consecutively as issued. Each Certificate shall state the name of the Corporation and that it is organized under the laws of the State of Indiana; the name of the registered holder; the number and class and the designation of the series, if any, of the shares represented thereby; and a summary of the designations, relative rights, preferences, and limitations applicable to such class and, if applicable, the variations in rights, preferences, and limitations determined for each series and the authority of the Board to determine such variations for future series; provided, however, that, such summary may be omitted if the Certificate states conspicuously on its front or back that the Corporation will furnish the shareholder such information upon written request and without charge. Each Certificate shall be signed (either manually or in facsimile) by (i) the Chief Executive Officer, and (ii) the Secretary, or by any two (2) or more officers that may be designated by the Board, and may have affixed thereto the corporate seal, which may be a facsimile, engraved, or printed.

Section 4. Record of Certificates. Shares shall be entered in the original stock register or transfer book of the Corporation (the “Stock Book”) as they are issued, and subject to the provisions of the Articles, shall be transferable on the Stock Book only 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 (b) 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 5. Lost or Destroyed Certificates. Any person claiming a Certificate to be lost or destroyed shall make affidavit or affirmation of that fact and, if the Board or the Chief Executive Officer shall so require, shall give the Corporation and/or the transfer agents and registrars, if they shall so require, a bond of indemnity, in form and with one or more sureties satisfactory to the Board or the Chief Executive Officer and/or the transfer agents and registrars, in such amount as the Board or the Chief Executive Officer may direct and/or the transfer agents and registrars may require, whereupon a new Certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 6. Shareholder Addresses. Every shareholder shall furnish the Secretary of the Corporation with an address to which notices of meetings and all other notices may be served upon or mailed to such shareholder, and in default thereof notices may be addressed to the shareholder at his, her, or its last known address or at the Principal Office.

Section 7. Uncertificated Shares. To the extent permitted by Indiana Code Section 23-1-26-7, and to the extent authorized by the Board, the Corporation may issue some or all of its shares without certificates, subject to such regulations and limitations as may be adopted by the Board.

ARTICLE III

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. All meetings of share ho l de rs of the Corpo ration shall be held at suc h p lace, within or without the State of Indiana, as may be spec ified in the respective notice s or waivers of notice ther eof, o r prox ies to represent share holde rs thereat, or as provided in the next sentence. The Board may determine that a meeting of shareholders of the Corporation need not be held in any place but will, instead, be held solely by means of remote communication as permitted by and subject to compliance with Chapter 29 of the Indiana Business Corporation Law.

Section 2. Annual Meeting. The annual meeting of th e s har eholders for the election of the member s of the Board (the "D irectors") and for the tran sa ction of s uch other business as may properly come befo re the meeting, sha ll be held at 9:00 a.m. local time on the fourth Monday in September of each year, if such day is not a lega l holiday, an d if a holid ay, then on t he next day that is not a holiday, unless the Board of Directors by resolut ion s elects an alternative date an d time for such meeting.

Section 3. Specia l Meetings. Special Me e tin gs of the s hareholders may be called by the Chairman of the Board, the vice chairman of the Board, or b y the Board. All r e qu ests for spec ial meetings of the shareholders s ha ll st ate the purpose or purposes thereof, and the business transacted at suc h meeting sha ll b e confined to the purpo ses stated in the call and m a tter s germane there to.

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Section 4. Not i ce of Meetings. A written or printed n otice, s tating th e place, da y, an d hour of the meeting, and in case of a specia l meeting the purpo se or purpos es for which the me e t ing is called, s h a ll be deli vere d or mailed by th e Secretary or by the officers or persons calling the meeting ,to each hold er of recor d of th e capital s tock of t h e Co rp ora t io n entitled to notice of suc h meetin g, at such a ddr ess as appears upon the r eco rd s of the C orpor at ion, at lea st t e n (10) and not more than sixty (60) days before th e date of s uch meeting. Notice of any annual or s pecial meeting of shareholders ma y be wa iv ed in wri tin g b y an y shareholder, before or a fte r the date and time of the meeting s pecified in the noti ce ther eof, by a written waiver delivered to the Corpora t io n for inclusion in the minutes or filin g with the corpora te records. A shareholder's attendance a t any s hareholder s' meet ing in person or b y proxy shall constitute a waiver of (a) notice of such meeting, unle ss the s har eho ld er at th e beginning of the mee tin g objects to the holding of or the transaction of busine ss at the meeting, and (b) consideration at such m eeting of any business th a t is no t within the purpose or purpose s describ e d in the meeting notice, unle ss the shareholder ob j ects t o considering the matter when it is presented.

Section 5. Voting a t Meetings. Exc ept as oth erwise provided by l aw or b y th e pro v i sio n s of the Article s, every hold e r of the capital stock of the Corporat ion sh all have the rig h t at a ll meetin gs of th e sh ar e h o ld ers of the Corporation to one vote for each s har e of s t ock s tanding in hi s, her, or its name on the books of the Corpo ra t ion as of the record d ate fixed by th e Board for such meeting. Notwit h s tanding the fo r ego in g, no s h are s hall be voted at any mee t in g: (a) u pon w hi ch an in sta llm ent is due and unpaid;(b) w hi c h s ha ll h ave been tran sferred o n th e book s of the Co rporation w it h in ten da ys n ext preceding the date of th e me e tin g; or (c) w hich belongs to the Corpora t io n. Upo n th e d e mand of an y s har e holder voti n g in person, voting for D ir ectors and votin g u po n any other question properly before a me e tin g s hall be by ballot. A p lurali ty vote sh all b e n e c essary to e l ec t any Dir ec tor, a nd on a ll other m atters, the action or a que st ion s hall b e approved if the numbe r of votes cast th e r eon in favor o f the act ion or question ex ce e ds th e number of votes cast oppos in g th e a ction or qu es tion, except a s ot h erwise provide d b y l aw or the Articles.

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. Such writing shall be evidenced by a signature or causing the signature to be affixed to the writing by any reasonable process, including by facsimile signature. The shareholder also may transmit, or authorize the transmission of, an electronic submis s ion to the holder of the proxy, a proxy solicitation firm, or a proxy support service organization or similar agency authorized by the person who will be the holder of the proxy to receive the electronic submission. Such electronic submission shall be accompanied by or contain information from which it can be determined that the electronic submission was transmitted or authorized by the shareholder. 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. Unle s s otherwise provided by law or the Articles, 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 for the election of Directors or for the transaction of other business. If, however, a quorum shall not be present or represented at any meeting, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the date, time, and place of the adjourned meeting, unless the date of the adjourned meeting requires that the Board fix a new record date therefor, in which case notice of the adjourned meeting shall be given. At such adjourned meeting, if a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally scheduled.

Section 8. Organization. The Chairman of the Board, and in his absence, any Director designated by the Board including the vice chairman, shall call meetings of the shareholders to order and shall act as chairman of such meetings, and a 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.

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Section 9. Written Consents. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if the action is taken in writing by all of the shareholders. The action so taken must be evidenced by a written consent (which may be in multiple counterparts) describing the action taken, signed by each shareholder, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the last shareholder signs the consent unless the consent specifies a prior or subsequent effective date, in which case the action is effective on or as of the s pecified date. A con s ent s igned by all of the s hareholders shall have the same effect as i f the action taken by consent was taken at a meeting of the s hareholders and may be described as having been taken at a meeting of the shareholders.

Section 10. Shareholder List. The Secretary of the Corporation s h a ll prepare before each meeting of s hareholders a complete li s t of the shareholders entitled to notice of s uch meeting, arran ge d in alphabetical orde r b y class of shares (and each ser ies within a clas s), and show ing the addres s of, and th e number of s hare s entitled to vote h e ld b y, ea ch shareho ld e r (the "Shareholder List"). B eg inning five (5) business da ys b e fore the meeting and continuing throughout the meetin g, the S hareholder List sha ll be on file at the Principal Office or at a place id e ntifi e d in the meetin g not ice in the city where the m ee ting will be held, and shall be available for in s pection by any s hareholder entitled to vo t e at th e meeting. On written d e mand, made in good faith and for a proper purpose and describing with reasonable particularity the s hareholder 's purpo s e, and if the Shareholder List is directly connected with the s hareholder 's purpose, a shareholder (o r s u c h s hareholder' s agent or attorne y authorized in writing) shall be entitled to in spec t and to copy the Shareholder Lis t, durin g r egular busine ss hour s and at the shareholder's expense, during the period the Shareholder List is available for inspection. Th e Stock Book, or a duplicate th e reo f, sha ll be the only evidence as to who are the shareholders entitled to examine the Shareholder Lis t, or to n otice of or to vote at any meeting.

Section 11. Notice of Shareholder Busine ss.

(a)
At any me e tin g of the s hareholders, onl y s uch bu siness may be conducted as shall ha ve been proper l y brought before th e meeting, and as s hall have been determined to be lawful and appropriate for consideration b y shareholders at the meeting. To be properly brought before an annual mee t ing, bu s ine ss mu st b e (i) s pecified in the notice of meeting given in accor dance with Section 4 of thi s Article ill, (ii) otherwi se properly brought before the meeting by or at the dir ect i o n of the Board or the chairman of the Board or Chief Executive Offi ce r, or (iii) otherwise properl y brou g ht before an annual me eting b y a s h areho lder who is a s hareholder of record of the Co rporation a t the time suc h notic e of meeting i s d e liver e d, w ho is entitled to vote at the meeting, and who complies with the noti ce procedures set forth in thi s Section 11 (the "Propos ing Shareholde r"). In addition, any proposal of bu s iness must be a proper matter for shareholder action.

(b)
For business (including shareholder nomination s) to be properl y brought before an annual meeting b y a s hareholder pur s uant to Section 1l(a)(iii) above, the Proposing Shareholder must have given timel y notice thereof in writing to the Secretary of the Corporation even if such matter is already the subject of any notice to the s hareh o ld ers o r public disclosure from the Board. To b e timely, a Proposing Shareholder' s notice must b e delivered t o or mai le d and r eceive d at th e Principal Office of the Corpor ation, not la te r than the clo se of business on the 90th day nor earlier than th e 120th da y prior to the fir s t anniversary date of the annual meeting for the p rec edin g year; provided, howe ver, if an d only if the annual me e ting is not sc hedu le d to b e held within a period th at commenc es thirty days before s uch anniversary date and end s thirty d ays after s uch anniversary date (an ann ual meeting dat e outside suc h per iod bein g referred to her ein as an "Other Annual Meeting Date"), s uch shareho lder n oti ce s hall be given in th e manner provided h ere in b y the close of busin ess on the later of the close of busine ss on t h e 90t h day prior to such Oth er Annual Meeting Date, or th e close of business on the I 0th day fo llo wing the dat e suc h Other Annu a l Meeting Dat e i s first publicly announced or di s closed. A Propo sing S har e holde r's not ice to the Secretary s h a ll set forth as to eac h matter such shareho ld er propose s t o brin g before th e meeting (including s har e h older nominations) (i) a brief description of th e bu s ines s de sir e d to be brought before the annual m ee tin g, in c ludin g the t ext of any proposal to be presented, a nd th e rea so n s for conducting s uch bu siness at th e annual mee t in g, (ii) the n ame and address, as they appear on the Corporation's stock records, of the Proposing Shareholder, (iii) the class and number of shares of the Corporation which are owned by the Proposing Shareholder beneficially and of record together with a representation that the Proposing Shareholder will notify the Corporation in writing of the class and number of such shares owned beneficially and of record for the meeting promptly following the later of the record date or the date notice of the record date is

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first publicly disclosed, (iv) a description of any agreement, arrangement, or understanding with respect to such proposal between or among the Proposing Shareholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing together with a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (v) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Shareholder's notice by, or on behalf of, the Proposing Shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk, or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Shareholder or any of its affiliates or associates with respect to shares of stock of the Corporation, together with a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting promptly following the later o f the record date or the date notice of the record date is first publicly disclosed, (vi) a representation that the Proposing Shareholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to present the proposal contained in the notice, (vii) a representation whether the Proposing Shareholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve the proposal and/or otherwise to solicit proxies from shareholders in support of such proposal, and (viii) any other information relating to such shareholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filing s required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

(c)
Only such business shall be brought before a special meeting of shar eholders as shall have been specified in the notice of meeting given in accordance with Sect i on 4 of this Article III (other than matters properly brought under Rule 14a-8 or Rule 14a-ll under the Securities Exchange Act of 1934, as amended). In no event shall the adjournment of an annual meeting or s pecial meeting, or any announcement thereof, commence a new period for the g iving of a shareholder's notice a s provided in this Section 11.Notwithstanding anything in the se B y-Laws to the contrary, no busines s shall be conducted at a meeting except in accordance with the procedures set forth in this Section 11. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that bu s ines s was not prop e rly brought before the meeting in accordance with the By-Laws, or that bu siness was not lawful or appropriate for consideration by shareholder s at the meeting, and if he or s he s hould so determine, he or she shall so declare to the meeting and any s uch business shall not be transacted.

Section 12.Notice o f Shareholder Nominees.

(a)
Direc to r Nominations. Nominations of person s for election to the Board of the Corporation m ay be made at any annual meetin g of shareholders b y or at the direction of the Board or by a Proposing Shareholde r en title to vot e for the election of Directors at the meeting (the ''Nominating S hareholder"). Such share holder nominations sha ll be made pursuant to timely notice gi ve n in writing to the Secretary of the Corporation in accordance with Section 11 of thi s Article III. The Nominating Shareholder's notice s hall set forth, in addition to the information requir e d by Section 11, as to ea ch person whom the Nomina ting Shareholder proposes to nominate for election or re-el e ction as a Director, (i) th e name, age, busine ss address, and r eside nce address of such person, (ii) the principal occupation or employment of such per s on, (iii) the class and number of shares of the Co rporation which are beneficially owned by s uch person, (iv) any othe r inform atio n relatin g to suc h pe rs on that is required to be disclosed in solicitation of proxies for election of Directors, or is otherwise r e quir ed, in ea ch case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person's w ritten consent to b eing named in the proxy statement as a nominee and to serving as a Directo r if elected), and (v) the qualifications of th e nominee to serve as a Director of the Corporation as se t fo rth in subsection (b) of this Secti on 1 2. In the event the Board or the Chief Exe cutive Officer calls a special meeting of sh ar e holders for the purpose of e lect in g one or more Directors to the Board, any s hareholder may nominate a person or per sons (as the case may be) for election to s uch position(s) as specified in the noti ce of meeting, if th e s hareholder 's notic e of s uch nomination contains the information s p ec ifi e d in this Secti on 12 and shall be d e liver ed to the Secretary of the Corporation not l ate r than th e close of busine ss on th e l0th d ay following the day on which the date of the s pecial meeting and either the nam es of th e nominees propo sed by the Board to b e e lec ted at s uch m eeting or th e number of director s t o be e l ected are publicl y announced or di s clo s ed. In no eve nt sha ll th e adjo urnmen t of an annu a l meetin g or s peci a l meetin g, or an y announcement the reof, commence a ne w perio d for th e g ivin g of a shareholder's not ice as provided in this Section 12. No shareholder nomination shall be effective unless made in

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accordanc e with the procedure s set forth in this Section 1 2. The person presidin g at the meetin g s hall, if the facts warran t, determin e and d ec lare to th e meetin g t hat a shareholder nomination was not made in accordance with the B y-Laws, and if he should so determ ine, he s hall so declare to the me e tin g and the defective nomination shall b e disregarded.

(b)
Director Qualifications. The following represents the non-exclusive list of criteria that mu st b e considered by the Nominating and Governance Committee (a s esta blished in Article IV Section 1 2 her e of) in assessing whether any propo sed candidate/nominee s hould be consider e d for membership on the Board. Generally, th e criteria will be employed b y the Nominating and G overnance Committ ee when recruiting individuals for member s hip, as we ll as responding to properly s ubmitted nominees provided to th e Nominating and Governance Co mmitt ee or the Bo ard in acco rdan ce wi th the procedures and requirements ap p l icable to that proce ss. T h e criteria ar e as fo llow s: (i) th e satisfac t ion of app li ca bl e "indepe n dence" and eligibility r equireme nts, such as those required of m e mber s of t he Audit Com mitte e and th e C om pensat ion Co mm ittee; (ii) the per so n's professional ex perienc es, including ac hi eve m ents, and whether tho se experiences and achievements wo uld be useful to the Board, g i ven its exist in g composition , in di s char g in g its r es pon s ibiliti es; (iii) the person 's su bje ct matter expe rt ise, i.e., finance, acco untin g, le ga l, management, t ec hnol ogy, strategic v i s ionin g, mark e tin g, a nd th e desirability of that particu lar expertise give n the existing c ompo s ition of the Board; (iv) th e v i ew point, b a ckground, and demographics of the person and whether the per so n w ould po s itivel y contribute to the overall diversity of the Board: (v) the person’s professional ethics, integrity, and values; (vi) the person’s intelligence and ability to make independent analytical inquiries; (vii) the person’s stated willingness and ability to devote adequate time to Board activities, including attending meetings and development sessions and adequately preparing for those activities; (viii) the person’s service on more than three (3) public company Boards, excluding the Board, unless the Nominating and Governance Committee concludes, based upon a review of all of the facts and circumstances, that such service on more than three other public company boards would not impair the ability of the proposed candidate/nominee to discharge their responsibilities as a member of the Board, and, provided further, the proposed candidate/nominee does not serve on more than five (5) other public company boards; (ix) the person’s principal business responsibilities; (x) whether the person would be able to serve on the Board for an extended period of time; (xi) whether the person has, or potentially could have, a conflict of interest which would affect the person’s ability to serve on the Board or to participate in decisions that are material to the Corporation; and (xii) whether and to what extent the person has an ownership interest in the Corporation. The foregoing criteria represent a non-exclusive list of factors to be considered when evaluating potential candidates and responding to properly submitted nominees. In each case, the then existing composition of the Board, its current and prospective needs, the operating requirements of the Corporation, and the long term interests of the Corporation’s shareholders will be included in the mix of factors to be reviewed and assessed when performing this evaluation. The review and application of these criteria will initially be conducted by the Nominating and Governance Committee, and, following that action, the matter will then be presented to the Board for action, if appropriate and advisable. If any Board member, not a member of the Nominating and Governance Committee, requests an independent review of any candidate against these criteria, then the full Board shall conduct such review.

(c) Board Diversity. For all open and new seats on the Skyline Champion Corporation Board of Directors, the Nomination and Governance Committee will require that the initial list of candidates from which it will select new management-supported director nominees include qualified diverse candidates, including but not limited to women and minority candidates. The Committee will direct any third-party consultant retained to assist in the selection to include such candidates in its initial list.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Board of Directors. The Board shall consist of a maximum of eleven (11) members. The exact number of directors shall be determined by resolution of the Board and in the absence of any such resolution, the number of directors shall be eleven (11). The Directors shall be elected annually at the annual meeting of the Corporation's 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 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.

Section 2. P owers and Duties. In addition to the powers and duties expressly conferred upon it by law, the Articles or these By-Laws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not inconsistent with the law, the Articles, or these By-Laws.

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Section 3. Resignation. Any Director may resign at any time by giving written notice to the Board, the Chairman, the Chief Executive Officer, or the Secretary. Any such re s ignation shall take effect when delivered unless the notice specifies a later effective date. Unles s otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Removal. Any Director may be removed for cause at any time at any regular meeting or at s uch 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 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 of s hareholders and until his or her successor is e lected and qualified. If the vote of the r emaining Directors shall result in a tie, the vacancy shall be filled by shareholders a t the n ext annual meeting, or a special mee ting, of shareholders.

Section 6. Annual Meetings. The Board 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 considera tion of any other business that may be brought before the meeting. No notice sha ll be necessary for the holding of this annual Board meeting. If such meeting is not held as above provid ed, the e lection of officers may be had at any subsequent meeting of the Board specifically called in t he manner provided in Article IV, Section 7 of these By-Laws.

Sect ion 7. Other Board Meetings.

(a)
Regular Board M eetings. Regular meetings of the Board may be held without notice at s uc h time and place, either within or without the State of Indiana, as shall from time to time be determin ed by the Board.
(b)
Special Meetings. Special meetings of the Board shall be held, either within or without the State of Indiana, whenever called by the Chairman of the Board, or the vice-chairman of the Board, or by any three o f the Directors. Oral, telegraphic, or written notice shall be given, se nt, 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 suc h meeting.
(c)
Waivers of Notice. A Director may waive notice of any Board meeting before o r after the date and time of the Board meeting stated in the notice by a written waiver signed by the Director an d filed with the m inu te s or corpora te records. A Director's attendance at or participation in a Board meeting shall constitute a waiver of notice of such meeting and assent to any co rporate action taken at s uch meeting, unless the Director at the beginning of such meeting (or promptly upon his arrival) objects to the holding of or transacting business at the meeting and does not thereafter vote for or assent to acti on taken at the meeting.

Section 8. Quorum. At any meeting of the Board, the presence of a majority of the Dire ctors designated for the full Board in Section I of Article IV above, shall be neces sary to con s titute a quorum for the tran sactio n of any bu siness, except (a) that for the purpose of filling of vacancies, a majority of Directors then in office shall constitut e a quorum, and (b) that a lesser number may adjourn the meeting from time to time until a quorum is present. The act of a majority of the Board pre sent at a meeting a t which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles or these By-Laws.

Section 9. Organization. The Chairman of the Board and in his absence, the vice-chairman of the Board, and in their absence any Director chosen by the Directors pre s ent, shall call meetings of the Board to order, and shall act as chairman of such meetings. The Secretary of the Corporation shall act as secretary of the Board, 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 shall be as follows: (i) roll call; (ii) reading of the minutes of the preceding meeting and action thereon; (iii) reports of officers; (iv) reports of committees; (v) unfinished business; (vi) miscellaneou s business; and (vii) new busine s s.

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Section 11. E xecutive Committee of the Board of Directors. The Board 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 has acted, have and exercise the full power of the Board 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; provided that, all business transacted by such committee shall be submitted to and be approved by the Board at their next regular or special meeting. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve the Executive Committee.

Section 12. Nominating and Governance Committee. The Board, by resolution of a majority of the full Board, shall appoint a Nominating and Governance Committee to consist of not less than three Directors, none of whom shall be an officer or employee of the Corporation or of any subsidiary or affiliated corporation, and each of whom shall otherwise meet the definition of an independent director, and meet any other qualifications and requirements applicable to Nominating and Governance Committee members, as defined under the listing standards of the NYSE American or an y o ther national securities exchange upon which the Corporation' s securities are listed; provided, however, that the Corporation s hall not be obligated to comply with the foregoing while the Corporation is a "controlled company" as defined in the NYSE American Company Guide or any other national securities exchange upon which the Corporation' s securities are listed. The functions of the Nominating and Governanc e Committee shall be to identify individuals qualified to become Directors and to select, or to recommend that the Board s elect, the Director nominees for the next annual meeting of shareholders; develop and recommend to the Bo ar d a set of corporate governance principles applicable to the Corporation; and to perform other related task s, s uch as studying the size, committee structure, or meeting frequency of the Board, making studie s or recommendation s regarding management succession, or tasks of similar character as may be reque s ted from time t o time by the Board. The Board, by resolution of a majority of the full Board, shall designate one member of the Nominating and Governance Committee to act a s chairman of th e committee. The committee member so designated shall chair all meeting s of the comm i ttee, chair meeting s involving onl y non-employee Director s, coordinate an annual performance evaluation of the Corporation, coordinate evaluation of th e performance of the Chief E x ecutive Officer, and perform such other activities as ma y from time to tim e be reque ste d by the Board.

Section 13. Compensation Committee. The Board, by resolution of a majority of the full Board, shall appoint a Compensation Committee to consist of not less than three Directors, none of whom shall be an officer or employee of the Corporation or of any subsidiary or affiliated corporation, and each of whom shall otherwise meet the defini tio n of an independent director, and meet any other qualifications and requirements applicable to Compensation Committee members as defined under the listing standards of the NYSE American or any other national securities exchange upon which the Corporation 's securities are listed; provided, however, that the Corporation shall not be obligated to comply with the foregoing while the Corporation is a "controlled company" as defined in the NYS E American Company Guide or any other national securities exchange upon which the Corporation's securities are listed. The Board shall affirmatively determine tha t all of the members of the Compensation Committee are independent under the listing standards described in the preceding sentence. In affirmative ly determining the independence of any Director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a Director has a relationship to the Corporation which is material t o that Director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but no t limited to: (a) the source of compensation of such Director, including any consulting, advisory, or other compensatory fee paid by the Corporation to such Director; and (b) whether such Director i s affiliated with the Corporation, a subsidiary of the Corporation, or an affiliate of a subsidiary of the Corporation. The functions of the Compensation Committee shall be to discharge the Board' s responsibilities relating to compensation of the Corporation 's officers and produce an annual report on executive compensation for inclusion in the Corporation' s proxy statement, review and approve corporate goals and objective s relevant to Chief Executive Officer compensation, evaluate Chief Executive Officer performance in light of these goal s and objectives and set the Chief Executive Officer's compensation level based on this evaluation; make recommendations to the Board with re s pect to incentive compensation plans and equity based plans and to undertake such addition a l sim ilar func ti ons and activities as may be required by other compensation plan s

maintained by the Corporation or as may be requested from time to time by the Board. The Board, b y resolution of a majority of the full Board, shall designate one member of the Compensation Committee to act as chairman of the committee. The committee member so de s ignated shall chair all meetings of the committee, chair meetings involving only non-employee Directors, and perform such other activities as may from time to time be requested by the Board.

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Section 14. Audit Committee. The Board shall appoint an Audit Committee ,consisting of not le ss than three (3) Directors, none of whom shall be an officer or employee of the Corporation or of any sub s idiary or affiliated corporation, and each of whom shall otherwise meet the definition of an independent director, and meet any other qualifications and requirements applicable to Audit Committee members, as defined under the listing standards of the NYSE American or any other nat io nal securi ties e xc hange upon which the Corporation' s securitie s are listed. Th e 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 implemen te d. The Audit Committee may also nominate independent auditors and select and establish accounting policies. All business transacted by the Audit Committee shall be submitted to the Board at its next regular or special mee t ing.

Section 15. Election Regarding Staggered Board Provision. The Corporation elects not to be governed by Section 23-1-33-6(c) of the Indiana Business Corporation Law.

ARTICLE V

OFFICERS OF THE CORPORATION

Section 1. Officers. The officers of the Corporation shall consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary, and such other officers as may be designated from time to time by the Board. Except for the three designated officers as set forth in the preceding sentence, two or more offices may be held by the same person. The Board by resolution may create and define the duties of the offices of the Corporation and may elect or appoint persons to fill s uch offices.

Section 2. Election of Officers. The officers of the Corporation shall be elected by the Board at the annual Board meeting and shall hold office for one (1) year or until their respective succes so rs shall have been duly elected and shall have qualified; provided, however, tha t, the Board may at any time elect one or more persons to new or different offices and/or change the title, designation, and duties and responsibilities of any of the officers consistent with the law, the Articles, and these By-Laws.

Section 3. Vacancies. Whenever any vacancy 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, and the officer so elected shall hold office until his s uccessor is chosen and qualified. Any officer may be removed at any time by the affirmative vote of a majority of the full Board.

Section 4. Chief Executive Officer. Notwithstanding the Board's discretion to create such offices as it may designat e, the Corporation shall at all times have a Chief Executive Officer. This individual shall have primary responsibility for the day-to-day operations of the business, shall have responsibility for executing and filing such documents as may be required with governmental and regulatory agencies, and shall have such other powers and perform such other duties as are incident to this office and as may be assigned by the Board.

Section 5. Secretary. The Secretary shall h ave the custody and care of the corporate seal (if one exists), record s, minute s, and the Stock Book of th e Corporation; shall (unless other arrangements for taking of the minutes are made by the Board) attend all s hareholders' meeting s and Board meetings, and duly record and keep the minute s of their proceedings in a book or books to be kept for that purpose; shall g ive or cause to be given notice of all s hareholders ' meeting s and Board meetings when suc h notice shall be required; shall file and take charge of all papers and document s belonging to the Corporation; and shall have such other powers and perform such other duties as are incident to the office of secretary of a business corporation, subject at all times to the direction and control of the Board or the Chief Executive Officer.

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Section 6. Chief Financi al Officer. Th e Chief Financial Officer s hall keep correct and complete records of accoun t, showing accurate l y at all time s the financial condition of the Corporation. The Chief Financial Officer shall be the legal custodian of all moneys, notes, sec uritie s, and other valuable s which may from time to time come into the possession of the Corpora t io n. The Chief Financial Officer sha ll immediatel y deposit all funds of the Corporation coming into his or her hands in a reliable bank or other depositary to be designated b y the Board, and shall keep such bank account in the name of the Corporation. The Chief Financial Officer shall furnish at meetings of the Board, or whenever requested, a statement of the financial condition of the Corporation, and shall perform s uch other duties as these By-Laws ma y require or the Board may prescribe. The Chief Financial Officer may be required to furnish bond in such amount as shall be determined by the Board.

Section 7. Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the power s or dutie s of such officer to any other officer or to any Director, for the time bein g, provided that, a majority of the full Board concurs therein.

Section 8. Loans to Officers and Directors. No loan of money or property or any advanc e on account of servic e s to be performed in th e future shall be made to any officer or Director of the Corporation.

ARTICLE VI

CORPORATE BOOKS AND RECORDS

Section 1.Places of Keeping. Except as otherwise provided by law, the Articles, or the se By-Laws, the book s and records of the Corporation may be kept at such place or places, within or without the State of Indiana, as the Board may from time to time by resolution determin e or, in the absence of such determination by the Board, as shall be determined by the Chief Executive Officer.

Section 2. Transfer Agent and R egistrar. The Board ma y appoin t one or more tran sfer agents and one or more registrars of transfers, and the principal transfer ag ent shall keep a stock transfer book for the tran sfe r of all shares of th e capital stock of the Corporation.

Section 3. Stock Book. The Corporation shall keep at the Principal Office the original Stock Book or a duplicate thereof, or, in case the Corporation employs a stock re g i strar or transfer agent within or without the State of Indiana, another r ecord of the shareho lders in a form that permits preparation of a list of the name s and addresses of all the shareholders, in alphabetical order by class of shares, stating the number and class of shares he ld by each s hareholder (the “Record of Shareho lders”).

Section 4. I nsp ection of Corporate Records. Any share holder (or the shareholder' s agent or attorney authorized inwriting) shall be entitled to inspect and copy at his expense, after giving the Corporation at lea st five (5) business days' written notice of his demand to do so, the following corporat e records: (1) the Articl es; (2) these By-Laws; (3) resolutions adopted by the Board with respect to one (l) or more classes or series of shares and fixing their relative rights, preferences, and limitation s, if shares issued pursuant to those resolutions are outstanding; (4) minutes of all shareholders' meeting s and record s of all actions taken by the share holders without a meeting (collectively, “Shareho lders Minutes”) for the prior three (3) years; (5) all written comm unication s by the Corpo ration to the shareho lders includin g the financial statements furnished b y the Corporation to the shareho lders for the prior three (3) years; (6) a list of the names and business addresses of the current Director s and the current officers of the Corporation; and (7) the most recent annual report of the Corporation as filed with the Secretary of State of Indiana. Any shareholder (or the shareholder’s agent or attorney authorized in writing) shall also be entitled to inspect and copy at his expense, after giving the Corporation at least five (5) business days' written notice of his demand to do so, the following corporate records, if his demand is made in good faith and for a proper purpose and describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected with his purpose: (1) to the extent not subject to inspection under the previous sentence, Shareholders Minutes, excerpts from minutes of Board meetings and of committee meetings, and records of any actions taken by the Board or any committee without a meeting; (2) appropriate accounting records of the Corporation; and (3) the Record of Shareholders.

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Section 5. Record Date. The Board may, in its discretion, fix in advance a record date not more than seventy (70) days before the date (a) of any shareholders' meeting, (b) for the payment of any dividend or the making of any other distribution, (c) for the allotment of rights, or (d) when any chan ge or conversion or exchange of shares shall go into effect. If the Board fixes a record date, then only shareholders who are shareholders of record on such record date shall be entitled (a) to notice of and/or to vote at any such m ee ting,(b) to receive any such dividend or other distribution, (c) to receive any such allotment of rights, or (d) to exercise the rights in respect of any such change, conversion or exchange of shares, as the case may be, notwithstanding any transfer of shares on the Stock Book after such record date.

ARTICLE VII

CHECKS, DRAFTS. DEEDS, AND SHARES OF STOCK

Section 1. C hecks, Drafts. Etc. All checks, drafts, or orders for the payment of money of or to the Corporation shall, unless otherwise directed by the Board or otherwise required by law, be signed or endorsed by one or more officers as authorized in writing by the Chief Executive Officer. In addition, the Chief Executive Officer may authorize any one or more employees of the Corporation to sign checks, drafts, and orders for the payment of money not to exceed specific maximum amounts as designated in writing by the Chief Executive Officer for any one check, draft, or order. When so authorized by the Chief Executive Officer, the signature of any such officer or employee may be a facsimile signature.

Section 2. Deeds, Notes, Bonds, Mortgages, Contracts, Etc. All deed s, notes, bond s, and mortgag es made b y the Corporation, and all oth er written contract s and agreements, other than tho se executed in the ordinary course of corporate busin ess, to which the Corporation shall be a party, shall be executed in its name by the Chief Execut ive Officer or any other officer so authorized by the Board and, when necessary or required, the Secretary shall attest the execution thereof. All written contracts and agreements into which the Corporation enters in the ordinary course of corporate busines s s hall be executed by any o ffice r or by any other employee designated by the Chief Executive Officer to execute such contracts and agreements.

Section 3. Sale or Transfer of Stock. Subject always to th e further orders and directions of the Board, any share of stock issued by any corporation and own e d by the Corporation (including reacquired shares of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the Chief Executive Officer, and said endorsement shall be duly attested by the Secretary either with or without affixing thereto the seal of the Corporation (if any).

Section 4. Voting of Stock of Other Corporations. Subject a lways to the further orders and direc t ions of th e Board, any s hare of stoc k issued by any other corporation and owned or c ontrolled b y the C orpora t ion (an "In vestme n t Share") may be vote d at an y s har e holder s' meeting of such other corporation by the C hief Executive Officer of his or her designe e. When ever, in th e judgment of th e C hi ef E xec utive Offic er, it is de s irabl e for th e Corpo ration to execute a proxy or gi v e a s har e h o ld er's consent in re s p e ct of any Investment Share, such prox y or consent s h a ll be exec uted in the name of the Corporation by th e C hi ef Executive Officer, and, wh en nece ssa ry or required, shall be attes ted by the Sec r e tary either with or without affixing theret o th e s eal of the Corpora tion (if one exists). Any person or persons designated in the manner above stated as th e pro xy or pro x i es of the Co rporation s hall have full right, power and authority to vot e an Investment Share the same as suc h Inve stment Share mi gh t be voted b y the Corporation.

ARTICLE VIII

PROVISIONS FOR REGU LATION OF BUSINESS

AND CONDUCT OF AFFAIRS OF CORPORATION

Section 1. I ndemnification.

(a)
D e finition s. Terms defined in Chapter 37 of th e Indiana Business Corporation Law (the "Act") (In d. Co d e §§ 23-1-37, et se q.) which are u se d in this Article VIII shall have the same d efinitio n s for purposes of this Art icle VIII as they ha ve in s u c h chapter of the Act.

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(b)
Ind e mnifi ca tion of Director s and Offic e rs. The Co rporation sha ll indemnify any ind iv idual who is or was a Director or officer of th e Corporation, or i s or was serving at the request of the Corporation as a director, offic er, partner, or tru stee of anoth e r foreign or dome s tic corporation, partnership, join t venture, trust, employee ben e fit plan, o r other enterprise whether or not for profit , against liability and expenses, includin g a ttorney s' fees, incurred by him o r her in any action, s uit, o r proceeding, wheth er civil, criminal, administrative, or inv estiga tive, and whether formal or informa l, in which h e or sh e i s made or threatened to be made a party by reason of being or having been in any such capaci ty, or arising out of his s tatu s a s s uch, excep t (i) in the case o f any action, suit, or proceeding te1min a t ed by jud gme nt, order, or conviction, in r ela ti o n t o matters as t o which h e or she is adjudged to have breached or failed to perform th e duties of his or her office an d the breach or fa ilur e to perform constituted willful misconduct or recklessness; and (ii) in any other s i tuat ion, in r e l at ion to matters as to which it is found b y a majori ty of a committee composed of all Directors not in vo lv e d in the ma tter in controversy (whe th er or n ot a q uoru m) that the person breached or failed to perform th e duties of h is o r h e r office an d the b reach or failure to perform cons t i tut ed willful mi sco nduct or r eck l essness. The Corp oration may pay for o r reimburse reasonable expens es incurred b y a Director or officer in d efe ndin g an y action, su it, or proceeding in advance of the fi na l disposition thereof upon receipt of (i) a written affirmat ion of the Dir ec tor's or officer's go od faith beli e f that suc h Director or officer has met the stan dard of conduct prescribed by Indiana l aw; and (ii) an un dertak in g of the Direct or or officer to r epay th e amount p a id by th e Corporatio n i f it is ultima te l y d ete rmined that the Director or officer i s not entitled to ind e mn ifica ti on by th e Corporati on.
(c)
Other Employees or Agents of the Corporation. The Corporation may, in the discretion of the Board, fully or partially provide the same rights of indemnification and reimbursement as herein above provided for Directors and officers of the Corporation to other individuals who are or were employees or agents of the Corporation or who are or were serving at the request of the Corporation as employees or agents of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise whether or not for profit.
(d)
Non-Exclusive Provision. The indemnification authorized under this Section 1 of Article VIII is in addition to all rights to indemnification granted by Chapter 37 of the Act (Ind. Code §§ 23-1-37, et seq.) and in no way limits the indemnification provisions of such chapter.

Section 2. Exclusive Forum for Certain Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit or Superior Courts of Elkhart County, State of Indiana, or the United States District Court in the Northern District of Indiana in a case of pendent jurisdiction, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of fiduciary duty owed by any Director, officer, employee, or agent of the Corporation to the Corporation or the Corporation 's shareholders, (iii) any action asserting a claim arising pursuant to any provis i on of the Act, the Corporation's Articles, or these By-Laws, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein.

Section 3. Control Share Chapter Inapplicable. In accordance with Indiana Code Section 23-1-42-5, the provision s of Chapter 42 of the Indiana Busine ss Corporation Law governing control share acquisitions shall not apply to control share acquisitions of shares of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1. Amendments. These By-Laws may be adopted, amended, or repealed at any meeting of the Board by the vote of a majority of the number of Directors in office at the time such vote is taken, unless the Articles provide for the adoption, amendment, or repeal by the shareholders, in which event, action thereon may be taken a t any meeting of the shareholders by the vote of a majority of the voting shares out s tanding.

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