-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GHZMwXA45HA8VICAUXiDBVzxHAls0EI2+6n9Bh1/J6O/Kg3uyXfidXIQcnP42Tns Btt7Tz+i4ahP2izbLEy32A== 0001047469-08-011341.txt : 20081030 0001047469-08-011341.hdr.sgml : 20081030 20081030061556 ACCESSION NUMBER: 0001047469-08-011341 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 174 FILED AS OF DATE: 20081030 DATE AS OF CHANGE: 20081030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hauser Lake Lumber Operations, Inc. CENTRAL INDEX KEY: 0001447376 IRS NUMBER: 820306588 STATE OF INCORPORATION: ID FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-01 FILM NUMBER: 081149076 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gold Shield of Indiana, Inc. CENTRAL INDEX KEY: 0001447374 IRS NUMBER: 942829161 STATE OF INCORPORATION: IN FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-02 FILM NUMBER: 081149077 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Oregon, Inc. CENTRAL INDEX KEY: 0001447434 IRS NUMBER: 930572091 STATE OF INCORPORATION: OR FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-05 FILM NUMBER: 081149080 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Motor Homes of California, Inc. CENTRAL INDEX KEY: 0001447371 IRS NUMBER: 952467791 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-13 FILM NUMBER: 081149088 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Oregon, Inc. CENTRAL INDEX KEY: 0001447441 IRS NUMBER: 930670897 STATE OF INCORPORATION: OR FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-21 FILM NUMBER: 081149096 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Continental Lumber Products, Inc. CENTRAL INDEX KEY: 0001447451 IRS NUMBER: 952830315 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-33 FILM NUMBER: 081149108 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Maryland, Inc. CENTRAL INDEX KEY: 0001447436 IRS NUMBER: 520892953 STATE OF INCORPORATION: MD FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-07 FILM NUMBER: 081149082 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of California, Inc. CENTRAL INDEX KEY: 0001447379 IRS NUMBER: 952419471 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-10 FILM NUMBER: 081149085 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Motor Homes of Indiana, Inc. CENTRAL INDEX KEY: 0001447372 IRS NUMBER: 351184349 STATE OF INCORPORATION: IN FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-12 FILM NUMBER: 081149087 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood International, Inc. CENTRAL INDEX KEY: 0001447370 IRS NUMBER: 952775234 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-15 FILM NUMBER: 081149090 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Pennsylvania, Inc. CENTRAL INDEX KEY: 0001447440 IRS NUMBER: 330243061 STATE OF INCORPORATION: PA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-20 FILM NUMBER: 081149095 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Idaho, Inc. CENTRAL INDEX KEY: 0001447445 IRS NUMBER: 820230254 STATE OF INCORPORATION: ID FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-25 FILM NUMBER: 081149100 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Holdings, Inc. CENTRAL INDEX KEY: 0001447449 IRS NUMBER: 912120567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-32 FILM NUMBER: 081149107 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gold Shield, Inc. CENTRAL INDEX KEY: 0001447375 IRS NUMBER: 952748390 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-03 FILM NUMBER: 081149078 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Kentucky, Inc. CENTRAL INDEX KEY: 0001447437 IRS NUMBER: 311713850 STATE OF INCORPORATION: KY FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-08 FILM NUMBER: 081149083 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Washington, Inc. CENTRAL INDEX KEY: 0001447369 IRS NUMBER: 910883321 STATE OF INCORPORATION: WA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-16 FILM NUMBER: 081149091 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Kentucky, Inc. CENTRAL INDEX KEY: 0001447443 IRS NUMBER: 680408652 STATE OF INCORPORATION: KY FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-23 FILM NUMBER: 081149098 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Texas, Inc. CENTRAL INDEX KEY: 0001447373 IRS NUMBER: 751330717 STATE OF INCORPORATION: TX FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-04 FILM NUMBER: 081149079 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Canada Ltd. CENTRAL INDEX KEY: 0001447377 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-14 FILM NUMBER: 081149089 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Tennessee,Inc. CENTRAL INDEX KEY: 0001447439 IRS NUMBER: 620810073 STATE OF INCORPORATION: TN FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-19 FILM NUMBER: 081149094 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Indiana, Inc. CENTRAL INDEX KEY: 0001447444 IRS NUMBER: 621331442 STATE OF INCORPORATION: IN FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-24 FILM NUMBER: 081149099 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Arizona, Inc. CENTRAL INDEX KEY: 0001447452 IRS NUMBER: 860693967 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-29 FILM NUMBER: 081149104 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of California, Inc. CENTRAL INDEX KEY: 0001447448 IRS NUMBER: 951621558 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-28 FILM NUMBER: 081149103 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes Investment, Inc. CENTRAL INDEX KEY: 0001447433 IRS NUMBER: 330882837 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-30 FILM NUMBER: 081149105 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Ohio, Inc. CENTRAL INDEX KEY: 0001447435 IRS NUMBER: 341042043 STATE OF INCORPORATION: OH FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-06 FILM NUMBER: 081149081 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of North Carolina, Inc. CENTRAL INDEX KEY: 0001447442 IRS NUMBER: 561339111 STATE OF INCORPORATION: NC FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-22 FILM NUMBER: 081149097 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETWOOD ENTERPRISES INC/DE/ CENTRAL INDEX KEY: 0000314132 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 951948322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840 FILM NUMBER: 081149075 BUSINESS ADDRESS: STREET 1: 3125 MYERS ST STREET 2: P O BOX 7638 CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9093513798 MAIL ADDRESS: STREET 1: 3125 MYERS ST CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Travel Trailers of Indiana, Inc. CENTRAL INDEX KEY: 0001447438 IRS NUMBER: 351283654 STATE OF INCORPORATION: IN FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-09 FILM NUMBER: 081149084 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Motor Homes of Pennsylvania, Inc. CENTRAL INDEX KEY: 0001447378 IRS NUMBER: 240863770 STATE OF INCORPORATION: PA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-11 FILM NUMBER: 081149086 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Virginia, Inc. CENTRAL INDEX KEY: 0001447368 IRS NUMBER: 540834440 STATE OF INCORPORATION: VA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-17 FILM NUMBER: 081149092 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood General Partner of Texas, Inc. CENTRAL INDEX KEY: 0001447450 IRS NUMBER: 742937312 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-31 FILM NUMBER: 081149106 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Texas L.P. CENTRAL INDEX KEY: 0001447367 IRS NUMBER: 741269568 STATE OF INCORPORATION: TX FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-18 FILM NUMBER: 081149093 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Georgia, Inc. CENTRAL INDEX KEY: 0001447446 IRS NUMBER: 581134923 STATE OF INCORPORATION: GA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-26 FILM NUMBER: 081149101 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleetwood Homes of Florida, Inc. CENTRAL INDEX KEY: 0001447447 IRS NUMBER: 591295435 STATE OF INCORPORATION: CA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154840-27 FILM NUMBER: 081149102 BUSINESS ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 951 351-3500 MAIL ADDRESS: STREET 1: 3125 MYERS STREET CITY: RIVERSIDE STATE: CA ZIP: 92503 S-4 1 a2188402zs-4.htm S-4
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As filed with the Securities and Exchange Commission on October 30, 2008

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FLEETWOOD ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		   3716
(Primary Standard Industrial
Classification Code Number)		   95-1948322
(I.R.S. Employer Identification No.)

3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Leonard J. McGill, Esq.
Senior Vice President, Corporate Development, General Counsel & Secretary
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies to:
Mark W. Shurtleff, Esq.
James J. Moloney, Esq.
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, California 92612
(949) 451-3800		   James R. Tanenbaum, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8163

Approximate date of commencement of proposed sale to the public:
 As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement from the same offering.    o

          If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
 (Do not check if a smaller reporting company)		   Smaller reporting company o

CALCULATION OF REGISTRATION FEE

 
Title of each class of
securities to be registered
   Amount to
be registered
   Proposed maximum
offering price
per security
   Proposed maximum
aggregate
offering price
   Amount of
registration fee
 

Senior Secured Notes due 2011

   $103,000,000   N/A   (1)   (2)
 

Common Stock, par value $0.01 per share

   14,000,000   N/A   (1)   (2)
 

Guarantees of Senior Secured Notes due 2011(3)

   —   —   —   —
 

Total

           $100,000,000(1)   $3,930(2)
 
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended, and exclusive of accrued interest, if any.

(2)
The registration fee has been calculated pursuant to Rule 457(f) of the Securities Act. Fleetwood Enterprises, Inc. paid a registration fee of $14,713 with respect to securities that were previously registered pursuant to its prior registration statement on Form S-3 (SEC file no. 333-128123), initially filed on September 6, 2005, of which $1,589 has not been used thereunder. In addition, Fleetwood Enterprises, Inc. previously paid $1,380 and $23,687 in connection with unsold securities from Fleetwood Enterprises, Inc.'s prior registration statements on Form S-3 (SEC file no. 333-102585), initially filed on January 17, 2003, and Form S-4 (SEC file no. 333-126799), initially filed on July 22, 2005, respectively, of which $10,354 has not been used thereunder or under the above referenced registration statement on Form S-3. In accordance with Rule 457(p), $3,930 of the unused amount of the registration fee paid with respect to such prior registration statements will be applied to pay the registration fee payable with respect to the securities registered under this registration statement.

(3)
The other companies listed in the Table of Additional Registrants below have guaranteed, jointly and severally, the Senior Secured Notes due 2011 being registered hereby. The Guarantors are registering the Guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no registration fee is required with respect to the Guarantees of the Senior Secured Notes due 2011.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (the "SEC"), acting pursuant to said Section 8(a), may determine.


 TABLE OF ADDITIONAL REGISTRANTS

Exact Name as Specified in its Charter
  State or Other Jurisdiction of
Incorporation or Organization 		  IRS Employer
Identification Number

Fleetwood Holdings, Inc. 

   Delaware   91-2120567

Fleetwood General Partner of Texas, Inc. 

   Delaware   74-2937312

Fleetwood Homes Investment, Inc. 

   California   33-0882837

Fleetwood Homes of Arizona, Inc. 

   Arizona   86-0693967

Fleetwood Homes of California, Inc. 

   California   95-1621558

Fleetwood Homes of Florida, Inc. 

   Florida   59-1295435

Fleetwood Homes of Georgia, Inc. 

   Georgia   58-1134923

Fleetwood Homes of Idaho, Inc. 

   Idaho   82-0230254

Fleetwood Homes of Indiana, Inc. 

   Indiana   62-1331442

Fleetwood Homes of Kentucky, Inc. 

   Kentucky   68-0408652

Fleetwood Homes of North Carolina, Inc. 

   North Carolina   56-1339111

Fleetwood Homes of Oregon, Inc. 

   Oregon   93-0670897

Fleetwood Homes of Pennsylvania, Inc. 

   Pennsylvania   33-0243061

Fleetwood Homes of Tennessee, Inc. 

   Tennessee   62-0810073

Fleetwood Homes of Texas, L.P. 

   Texas   74-1269568

Fleetwood Homes of Virginia, Inc. 

   Virginia   54-0834440

Fleetwood Homes of Washington, Inc. 

   Washington   91-0883321

Fleetwood International, Inc. 

   California   95-2775234

Fleetwood Canada Ltd. 

   Ontario, Canada   (Canadian Business No.)
ON-0000583926

Fleetwood Motor Homes of California, Inc. 

   California   95-2467791

Fleetwood Motor Homes of Indiana, Inc. 

   Indiana   35-1184349

Fleetwood Motor Homes of Pennsylvania, Inc. 

   Pennsylvania   24-0863770

Fleetwood Travel Trailers of California, Inc. 

   California   95-2419471

Fleetwood Travel Trailers of Indiana, Inc. 

   Indiana   35-1283654

Fleetwood Travel Trailers of Kentucky, Inc. 

   Kentucky   31-1713850

Fleetwood Travel Trailers of Maryland, Inc. 

   Maryland   52-0892953

Fleetwood Travel Trailers of Ohio, Inc. 

   Ohio   34-1042043

Fleetwood Travel Trailers of Oregon, Inc. 

   Oregon   93-0572091

Fleetwood Travel Trailers of Texas, Inc. 

   Texas   75-1330717

Gold Shield, Inc. 

   California   95-2748390

Gold Shield of Indiana, Inc. 

   Indiana   94-2829161

Hauser Lake Lumber Operations, Inc. 

   Idaho   82-0306588

Continental Lumber Products, Inc. 

   California   95-2830315

        The address and telephone number of each of the additional registrants is c/o Fleetwood Enterprises, Inc., 3125 Myers Street, Riverside, CA 92503; (951) 351-3500.

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated October 30, 2008

PROSPECTUS

GRAPHIC

Offer to Exchange

Up to $103,000,000 Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2008,
UNLESS EXTENDED OR EARLIER TERMINATED BY US (THE "EXPIRATION DATE").

We are offering to exchange up to $103,000,000 aggregate principal amount of our new Senior Secured Notes due 2011 (the "New Notes") and up to 14,000,000 shares of our common stock, having an aggregate value of up to $10,500,000 (the "Shares"), for any and all of our currently outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal (the "Exchange Offer"). The specific number of Shares to be issued will be based on the arithmetic average of the volume weighted average price on each trading day of our common stock on the New York Stock Exchange (or any other exchange or inter-dealer quotation system where the shares of our common stock are listed, traded or quoted), from 9:30 a.m. to 4:00 p.m., New York City time, as calculated using Bloomberg (the "Volume Weighted Average Price") for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

The New Notes will be senior in right of payment to the Old Debentures and will be secured by liens on certain of our real property. Payment of principal and interest on the New Notes will be guaranteed on an unsecured subordinated basis (the "Guarantees") by certain of our subsidiaries. The New Notes will mature on December 15, 2011 and will accrue interest beginning on the issue date. We will pay interest on the New Notes with a combination of (i) cash ("Cash Interest") and (ii) either increasing the principal amount of the outstanding New Notes or issuing Payment In Kind Notes ("PIK Interest"). The New Notes will bear Cash Interest at a rate of 5% per annum and PIK Interest as shown in the table below (but in no event more than 9% PIK Interest). See "Description of New Notes."

On October 29, 2008, $100,000,000 aggregate principal amount of the Old Debentures was outstanding. A holder of approximately 33.9% of the outstanding aggregate principal amount of the Old Debentures has indicated its intention to tender and not withdraw its Old Debentures in accordance with the terms of the Exchange Offer. We currently anticipate that we will enter into binding agreements with this holder and one or more other holders of Old Debentures pursuant to which such holder(s) would formally agree, subject to certain conditions, to tender and not withdraw their Old Debentures in the Exchange Offer (collectively the "Tender Agreements"). Such Tender Agreements, if any, will be entered into only after the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission (the "SEC").

The Exchange Offer is conditioned upon at least 33.5% of the outstanding aggregate principal amount of Old Debentures being validly tendered and not withdrawn (the "Minimum Tender Condition"). If the Minimum Tender Condition is satisfied, then the New Notes will initially bear interest at a combined rate of 12% and the aggregate dollar value of the Shares to be issued (the "Shares Value") will be $4,000,000 (the "Minimum Consideration"), subject to adjustment as described below.

Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, there may be an increase in the initial rate of PIK Interest and the Shares Value from the Minimum Consideration, as set forth in the table below (such increased consideration, the "Applicable Increased Consideration"). To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

Principal Amount of Old Debentures Tendered
and Not Withdrawn or Subject to and Tendered
in Accordance with Tender Agreements
  Cash
Interest 		  Initial PIK
Interest 		  Initial Combined
Interest Rate
on New Notes 		  Semi-annual Step-Up
in PIK Interest (total
PIK Interest is capped
at 9%, in any event) 		  Shares Value  

$33.5 - 54.999 million

     5.00 %   7.00 %   12.00 %   0.50 % $ 4.0 million  

$55.0 - 69.999 million

     5.00 %   7.67 %   12.67 %   0.50 % $ 6.2 million  

$70.0 - 84.999 million

     5.00 %   8.33 %   13.33 %   0.50 % $ 8.4 million  

$85.0 million and more

     5.00 %   9.00 %   14.00 %   0.00 % $ 10.5 million  

The New Notes and the Shares will be freely transferable and not subject to any transfer restrictions. The New Notes will not be listed on any securities exchange or included on any automated quotation system. We intend to apply for the Shares to be listed on the New York Stock Exchange (the "NYSE").

Tenders of the Old Debentures may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement. The Exchange Offer is subject to the conditions described in "The Exchange Offer—Conditions to Completion of the Exchange Offer," including, among others, the Minimum Tender Condition. We reserve the right to extend or terminate the Exchange Offer if any condition of the Exchange Offer is not satisfied or waived and otherwise to amend the Exchange Offer in any respect. The Exchange Offer is open to all holders of Old Debentures. We will not receive any proceeds from the Exchange Offer. See "Use of Proceeds."

We urge you to carefully read the "Risk Factors" section beginning on page 18 before you make any decision regarding the Exchange Offer.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We are not asking you for a proxy, and you are requested not to send us a proxy.

You must make your own decision whether to tender Old Debentures in the Exchange Offer. Neither we, Barclays Capital Inc. (the "Dealer-Manager"), MacKenzie Partners, Inc. (the "Information Agent"), The Bank of New York Mellon Trust Company, N.A. (the "Exchange Agent"), nor any other person is making any recommendation as to whether or not you should tender your Old Debentures for exchange in the Exchange Offer.

We have not authorized any person to provide any information or to make any representation in connection with the Exchange Offer other than the information contained or incorporated by reference in this prospectus or the accompanying letter of transmittal, and if any person provides any of this information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by us.

Barclays Capital
Dealer-Manager

Prospectus dated                       , 2008

TABLE OF CONTENTS

 
   Page

FORWARD-LOOKING STATEMENTS

   ii

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

   iv

SUMMARY

   1

RISK FACTORS

   18

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

   38

USE OF PROCEEDS

   39

RATIOS OF EARNINGS TO FIXED CHARGES

   39

PRICE RANGE OF COMMON STOCK

   40

DIVIDEND POLICY

   40

ACCOUNTING TREATMENT

   41

CAPITALIZATION

   42

THE CREDIT FACILITY AMENDMENT

   43

THE EXCHANGE OFFER

   45

DESCRIPTION OF THE NEW NOTES

   55

DESCRIPTION OF CAPITAL STOCK

   108

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

   111

WHERE YOU CAN FIND MORE INFORMATION

   118

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   118

EXPERTS

   120

VALIDITY OF SECURITIES

   120

        This prospectus incorporates important business and financial information about us from documents that we have filed with the Securities and Exchange Commission, or the SEC, but have not included in, or delivered with, this prospectus. For a listing of the documents that we have incorporated by reference into this prospectus, please see the section of this prospectus entitled "Incorporation of Certain Documents by Reference." This information is available without charge upon written or oral request to Fleetwood Enterprises, Inc., 3125 Myers Street, Riverside, California 92503, Attn: Investor Relations Department, or made by telephone at (951) 351-3500.

        We have not authorized anyone to give any information or make any representation about us that is different from or in addition to, that contained in this prospectus or in any of the materials that we have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date on the front cover of this prospectus or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.

i


 FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. Statements in this prospectus that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend" and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption "Risk Factors" and elsewhere in this prospectus, including the exhibits hereto. All forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

        Forward-looking statements regarding future events and our future performance involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, without limitation, the following items:

    •
    the significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the potential repurchase of the Old Debentures in December 2008 if the Exchange Offer is not fully subscribed and we do not have sufficient shares of common stock outstanding to satisfy the obligation of the remaining amount of Old Debentures outstanding;

    •
    the lack of assurance that we will regain sustainable profitability in the foreseeable future;

    •
    our potential inability to decrease our operating losses and negative cash flow;

    •
    the effect of ongoing weakness in both the manufactured housing and recreational vehicle markets, especially the recreational vehicle market which has deteriorated sharply in recent months;

    •
    the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, credit crisis, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, and which may reduce demand for our products, particularly recreational vehicles;

    •
    the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles;

    •
    our ability to comply with the financial tests and covenants in our existing and future debt obligations, including restrictive covenants in the indenture governing the New Notes;

    •
    our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies;

    •
    the volatility of our stock price and the potential risk of delisting from the NYSE;

ii

    •
    the potential dilution associated with future equity or equity-linked financings that we may undertake to raise additional capital and the risk that the equity pricing may not be favorable to us;

    •
    the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries;

    •
    the increasing costs of component parts and commodities that we may be unable to recoup in our product prices;

    •
    repurchase agreements with floorplan lenders, which we currently expect could result in increased costs due to deteriorated market conditions;

    •
    expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products;

    •
    the potential for excessive retail inventory levels and dealers' desire to reduce inventory levels in the manufactured housing and recreational vehicle industries;

    •
    the effect on our sales, margins and market share from aggressive discounting by our competitors;

    •
    potential increases in the frequency and size of product liability, wrongful death, class action, and other legal actions against us; and

    •
    the highly competitive nature of our industries and changes in our competitive landscape.

        Although our management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may arise from changing circumstances or unanticipated events, except as otherwise required by law.

iii


 QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

        The following are some questions and answers regarding the Exchange Offer. These questions and answers may not address all questions that may be important to you. Therefore, we urge you to read the entire prospectus, including the section entitled "Risk Factors," because the information in this section is only a summary. Additional important information is contained in the remainder of this prospectus.

        All references to "we," "our," "ours," "us," "Fleetwood," the "Company" and similar terms are to Fleetwood Enterprises, Inc., and its subsidiaries, unless the context otherwise requires.

Q:    Who is making the Exchange Offer?

        A:    Fleetwood Enterprises, Inc. (the issuer of the Old Debentures) and certain of its subsidiaries (that will guarantee the payment of principal and interest on the New Notes) are making the Exchange Offer.

Q:    What is the purpose of the Exchange Offer?

        A:    We are conducting the Exchange Offer so that we can meet our obligations to repurchase Old Debentures that can be put to us on December 15, 2008. We have the option to elect to pay the repurchase price in cash, our common stock, or a combination of cash and our common stock. However, we do not currently anticipate having sufficient liquidity to repurchase all outstanding Old Debentures in cash and, depending on the Volume Weighted Average Price of our common stock during the 20 consecutive trading days preceding December 12, 2008, we may not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. As a result, we are offering holders of Old Debentures the New Notes, which will (i) provide an increase in yield (ii) not be subordinated in right of payment to our other outstanding indebtedness, (iii) benefit from subsidiary guarantees and (iv) be secured by certain of our real property; and Shares of our common stock. We anticipate that a successful Exchange Offer would benefit all of our constituencies while significantly reducing our short-term obligation to repurchase the Old Debentures during current difficult financial and operating circumstances.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors. Please see the discussion set forth in the section of this prospectus entitled "Risk Factors" for more information on the possible consequences if the Exchange Offer is not successfully completed.

Q:    How do you intend to settle your obligations to repurchase Old Debentures that may be put to you in December 2008?

        A:    Given our liquidity position, we currently intend to settle our obligations to repurchase Old Debentures that can be put to us on December 15, 2008 by issuing shares of common stock, in accordance with the indenture governing the Old Debentures. However, if the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 consecutive trading days ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of October 29, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition,

iv

our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Furthermore, to the extent we issue more shares of our common stock to satisfy such repurchase obligations, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

Q:    Does the success of the Exchange Offer depend on the participation of any minimum number of holders?

        A:    Yes. The Exchange Offer is subject to the Minimum Tender Condition, which means that at least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn. If this condition is not met, we may terminate or amend the Exchange Offer at any time before the acceptance of the Old Debentures for exchange. However, we may waive this condition at any time, in whole or in part, in our reasonable discretion. A holder of approximately 33.9% of the outstanding aggregate principal amount Old Debentures has indicated its intention to tender and not withdraw its Old Debentures in accordance with the terms of the Exchange Offer. We currently anticipate that we will enter into Tender Agreements with this holder and one or more other holders of Old Debentures pursuant to which such holder(s) would formally agree, subject to certain conditions, to tender and not withdraw their Old Debentures in the Exchange Offer. Such Tender Agreements, if any, will be entered into only after the registration statement of which this prospectus forms a part is declared effective by the SEC.

Q:    Why are you offering greater consideration if the holders of higher percentages of the Old Debentures accept the Exchange Offer?

        A.    We believe that a highly successful exchange offer will increase our ability to satisfy any remaining obligation to repurchase Old Debentures with shares of our common stock without significantly diluting existing stockholders. By increasing the initial PIK Interest on the New Notes and the Shares Value to correspond to the success of the Exchange Offer, we believe we will be better able to correlate the amount of the consideration we are offering to the benefit we will realize from the Exchange Offer. Please note, additionally, that there will be a fixed amount of collateral (shared and first lien) securing the New Notes, regardless of the success of the Exchange Offer. As such, any increase in the aggregate principal amount of Old Debentures tendered and accepted in the Exchange Offer (and resulting increase in New Notes issued) will decrease the amount of collateral available to secure obligations of each $1,030 principal amount of New Notes issued in the Exchange Offer. To compensate for this decrease, we are offering increased consideration based on higher tender levels.

Q:    When will the Exchange Offer expire?

        A:    The Exchange Offer will expire at 5:00 p.m., New York City time, on December 5, 2008, unless extended or earlier terminated by us. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

        We may extend the Expiration Date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m. on the next business day after the Expiration Date. We will not be required to accept for exchange Old Debentures tendered pursuant to the Exchange Offer. In addition, we may terminate or amend the Exchange Offer if any of the conditions listed in "The Exchange Offer—Conditions to Completion of the Exchange Offer" are not satisfied. Certain conditions may be waived by us, in whole or in part, in our reasonable discretion.

v

Q:    What will I receive in the Exchange Offer if I tender my Old Debentures and they are accepted?

        A:    For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions (including satisfaction of the Minimum Tender Condition) set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes initially bearing interest at a combined rate of 12% and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the applicable Shares Value, as set forth in the table below, by (ii) the arithmetic average of the volume weighted average price on each trading day of our common stock on the New York Stock Exchange (or any other exchange where the shares of our common stock are listed, traded or quoted), from 9:30 a.m. to 4:00 p.m., New York City time, as calculated using Bloomberg (the "Volume Weighted Average Price") for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater, and (b) is the number of $1,000 principal amount of Old Debentures that are tendered and accepted in the Exchange Offer. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

        Holders of Old Debentures may call the Information Agent at 1 (800)-322-2885 on the second trading day before the Expiration Date to confirm (i) the number of Shares offered for each $1,000 principal amount of Old Debentures accepted in the Exchange Offer and (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date. Additionally, holders of Old Debentures may call the Information Agent during such 20-trading-day period to confirm the Volume Weighted Average Price for each of the preceding trading days in such 20-trading-day period and the arithmetic average thereof.

        Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, there may be Applicable Increased Consideration (increasing the initial rate of PIK Interest and the Shares Value) as set forth in the table below. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

Principal Amount of Old Debentures Tendered
and Not Withdrawn or Subject to and Tendered
in Accordance with Tender Agreements
  Cash
Interest 		  Initial PIK
Interest 		  Initial Combined
Interest Rate
on New Notes 		  Semi-annual Step-Up
in PIK Interest (total
PIK Interest is capped
at 9%, in any event) 		  Shares Value  

$33.5 - 54.999 million

     5.00 %   7.00 %   12.00 %   0.50 % $ 4.0 million  

$55.0 - 69.999 million

     5.00 %   7.67 %   12.67 %   0.50 % $ 6.2 million  

$70.0 - 84.999 million

     5.00 %   8.33 %   13.33 %   0.50 % $ 8.4 million  

$85.0 million and more

     5.00 %   9.00 %   14.00 %   0.00 % $ 10.5 million  

Q:    What risks should I consider in deciding whether or not to tender my Old Debentures?

        A:    In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of risks and uncertainties affecting the Company, the Exchange Offer, the New Notes and Shares described in the section of this prospectus entitled "Risk Factors," beginning on page 19, and the documents incorporated by reference into this prospectus.

Q:    If the Exchange Offer is consummated, but I do not tender my Old Debentures, how will my rights be affected?

        A:    If you do not exchange your Old Debentures in the Exchange Offer, or if your Old Debentures are not accepted for exchange, you will continue to hold your Old Debentures and will be entitled to all the rights and subject to all the limitations applicable to the Old Debentures. If you

vi

continue to hold your Old Debentures, you will have the right to require us to repurchase your Old Debentures on December 15, 2008. In particular, you should consider that the New Notes will be senior in right of payment to the Old Debentures, will be guaranteed as to payment of principal and interest by certain of our subsidiaries and will be secured by certain of our real property. If you decide not to tender your Old Debentures and we complete the Exchange Offer and thereby reduce the outstanding aggregate principal amount of Old Debentures, the liquidity and possibly the trading price of your Old Debentures may be adversely affected. See "Risk Factors—Risks Relating to the Exchange Offer."

Q:    What amount of Old Debentures are you seeking in the Exchange Offer?

        A:    We are seeking to exchange all outstanding $100,000,000 in aggregate principal amount of our Old Debentures.

Q:    What are the conditions to the completion of the Exchange Offer?

        A:    The Exchange Offer is subject to a limited number of conditions, some of which we may waive in our reasonable discretion, including among others, the Minimum Tender Condition discussed above. In addition, the Exchange Offer is conditioned upon the effectiveness of the registration statement of which this prospectus forms a part. If any of these conditions are not satisfied or waived, we will not be obligated to accept and exchange any tendered Old Debentures. Prior to the Expiration Date, we reserve the right to terminate or withdraw the Exchange Offer if any of the conditions to the Exchange Offer are not satisfied or waived by us in our reasonable discretion. We describe the conditions to the Exchange Offer in greater detail in the section titled "The Exchange Offer—Conditions to Completion of the Exchange Offer."

Q:    Who may participate in the Exchange Offer?

        A:    All holders of the Old Debentures may participate in the Exchange Offer.

Q:    Do I have to tender all of my Old Debentures to participate in the Exchange Offer?

        A:    No. You may tender some or all of your Old Debentures. However, you may only tender Old Debentures in a minimum of $1,000 principal amount and integral multiples of $1,000. Old Debentures accepted in the Exchange Offer will be retired and cancelled.

Q:    Will the New Notes or Shares be listed?

        A:    We have not applied and do not intend to apply for listing or quotation of the New Notes. We intend to apply for the Shares to be listed on the New York Stock Exchange.

Q:    How do I participate in the Exchange Offer?

        A:    If your Old Debentures are held in the name of a broker, dealer or other nominee, the Old Debentures may be tendered by your nominee through DTC. If your Old Debentures are not held in the name of a broker, dealer or other nominee, you must tender your Old Debentures, together with a completed letter of transmittal and any other documents required thereby, to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. For more information regarding the procedures for tendering your Old Debentures, we refer you to the sections of this Prospectus entitled "The Exchange Offer—Procedures for Tendering Old Debentures."

        Please do not send letters of transmittal to us. You should send letters of transmittal to the Exchange Agent at its office set forth on the back cover of this prospectus or in the letter of

vii


transmittal. The Information Agent can answer your questions regarding how to tender your Old Debentures.

Q:    May I withdraw my tender of Old Debentures?

        A:    Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw any tendered Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date, which is December 5, 2008, unless extended or earlier terminated by us.

Q:    What must I do if I want to withdraw my Old Debentures from the Exchange Offer?

        A:    Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw any Old Debentures that you validly tender at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless we extend it, by delivering a written notice of withdrawal to the Exchange Agent. Your notice of withdrawal must comply with the requirements set forth in this prospectus. If you change your mind, you may re-tender your Old Debentures by again following the tender procedures prior to 5:00 p.m., New York City time, on the Expiration Date.

Q:    What happens if my Old Debentures are not accepted in the Exchange Offer?

        A:    If we do not accept your Old Debentures for exchange for any reason, the Old Debentures tendered by book-entry transfer into the account of the Exchange Agent at DTC will be credited to your account at DTC.

Q:    If I decide to tender my Old Debentures, will I have to pay any fees or commissions in connection with the Exchange Offer?

        A:    If you are the record owner of your Old Debentures and you tender your Old Debentures directly to the Exchange Agent, you will not have to pay any fees or commissions. If you hold your Old Debentures through a custodian or nominee, and your custodian or nominee tenders the Old Debentures on your behalf, your custodian or nominee may charge you a fee for doing so. You should consult with your custodian or nominee to determine whether any charges will apply. We will pay transfer taxes, if any, applicable to the transfer of Old Debentures pursuant to the Exchange Offer. Additionally, we will pay all other expenses related to the Exchange Offer, except any commissions or concessions of any broker or dealer other than the Dealer-Manager.

Q:    Will I be subject to tax on my exchange of Old Debentures for New Notes and Shares pursuant to the Exchange Offer?

        A:    The exchange of Old Debentures for New Notes generally will be a taxable exchange for United States federal income tax purposes, unless the exchange qualifies as a recapitalization under the Internal Revenue Code which we believe is unlikely. However, to the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See the section of this prospectus entitled "Certain United States Federal Income Tax Consequences." The tax consequences to you of the Exchange Offer will depend on your individual circumstances. You should consult your own tax advisor for a full understanding of the tax consequences of participating in the Exchange Offer.

Q:    Has the board of directors adopted a position on the Exchange Offer?

        A:    Our board of directors approved the making of the Exchange Offer. Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures. Similarly, neither the Dealer-Manager, the Information Agent nor the Exchange Agent is making any such recommendation. In making your decision, we urge you to carefully read this prospectus, the

viii

documents incorporated herein by reference and the other documents to which we refer you in their entirety, including the discussions of risks and uncertainties set forth in the section of this prospectus entitled "Risk Factors."

Q:    Whom do I call if I have any questions about how to tender my Old Debentures or any other questions relating to the Exchange Offer?

        A:    Questions and requests for assistance with respect to the procedures for tendering Old Debentures pursuant to the Exchange Offer, as well as requests for additional copies of this prospectus and the letter of transmittal, may be directed to MacKenzie Partners, Inc., as the Information Agent, at its address and telephone number set forth on the back cover of this prospectus.

        You may also contact Barclays Capital Inc., as the Dealer-Manager, at its address and telephone number set forth on the back over of this prospectus with any questions you may have regarding the Exchange Offer.

Q:    Where can I find more information about Fleetwood?

        A:    You can find more information about Fleetwood from the various sources described under the section of this prospectus entitled "Incorporation of Certain Documents by Reference."

ix


 SUMMARY

        This summary provides an overview of selected information and does not purport to contain all of the information you should consider. For a more complete understanding of Fleetwood Enterprises, Inc., and the Exchange Offer, you should read this entire prospectus and the detailed information incorporated into it by reference, including the financial data and information contained in this prospectus, our Annual Report on Form 10-K for the year ended April 27, 2008 and our Quarterly Report on Form 10-Q for the quarter ended July 27, 2008.

Our Business

        We are one of the nation's leaders in producing both recreational vehicles and manufactured housing. We also operate three supply companies that provide components for our recreational vehicle and housing operations, while also generating outside sales.

        In fiscal 2008, we sold 18,730 recreational vehicles. In calendar year 2007, we held a 7.6% share of the overall recreational vehicle retail market, consisting of a 16.4% share of the motor home market and a 5.9% share of the travel trailer market. For calendar year 2007, our motor home business was in second position and the travel trailer division was in fourth position. These statistics exclude units shipped by our former folding trailer subsidiary which we sold after the fiscal year end and is now presented as a discontinued operation in our financial statements.

        In fiscal 2008, we shipped 12,337 manufactured homes, and were the second largest producer of HUD-Code homes, which are homes manufactured in accordance with regulations published by the Federal Department of Housing and Urban Development. In calendar year 2007, the manufactured housing industry had an 8.4% share of single-family housing starts. We had a 13.4% share of the manufactured housing wholesale market and a 13.8% share of the retail market in calendar year 2007. We were the second largest producer of HUD-Code homes in the United States in terms of units shipped and retail sales in calendar year 2007.

        Our business began in 1950 as a California corporation producing travel trailers and quickly evolved to what are now termed manufactured homes. We re-entered the recreational vehicle business with the acquisition of a travel trailer operation in 1964. The present company was incorporated in Delaware in 1977, and succeeded by merger to all the assets and liabilities of the predecessor company. We conduct our manufacturing activities in 14 states within the U.S., and in one facility in Mexico. We distribute our manufactured products primarily through a network of independent dealers throughout the United States and Canada.

        Our principal executive offices are located at 3125 Myers Street, Riverside, CA, 92503, telephone: (951) 351-3500. Our website address is www.fleetwood.com. The information contained on our website is not a part of this prospectus.

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Business Outlook

        We expect that fiscal 2009 will present significant challenges for us (not only in terms of demand and sales volume but also on profit margins) as market conditions in all segments have deteriorated, particularly for motor homes. While we expect to benefit from longer-term mitigating factors such as positive demographic trends and markedly reduced operating costs and breakeven points, market conditions in all segments of our business have deteriorated significantly. Consumer purchases have declined dramatically over the past 12 months. This is particularly the case for motor homes. Dealers are conservatively managing their inventories and we expect they will continue to do so for the foreseeable future. As a result, competing manufacturers are offering more discounts, and industry production volumes have recently declined due to plant closures, short work weeks, and layoffs. In the current fiscal quarter, we received a repurchase request related to one large dealer and have elected to repurchase its recreational vehicle units, which we are in the process of relocating to alternative dealers. In addition, we expect to see some decline in resale values of products which we may be required to repurchase, and as a result we anticipate some increase in our net losses under these repurchase agreements. These factors in combination with inflationary pressure on commodity and materials prices will continue to negatively affect profit margins, particularly for motor homes, and result in losses and significant negative operating cash flows with adverse effects on our business, results of operations and liquidity (including our compliance with the terms of the existing and future agreements governing our outstanding indebtedness). We are continuously evaluating capacity needs and monitoring our costs, including the possibility of further consolidation of our plant facilities. While we have experienced turbulent economic downturns in the past and have successfully managed through them, current economic conditions seem more complex and pervasive, including greater uncertainty as to the timing of any recovery.

Recreational Vehicles

        Industry conditions in calendar 2008 have been adversely affected by tighter lending practices, high fuel prices, and diminished home equity values, as evidenced by low consumer confidence levels and soft market conditions. Continued deterioration of these conditions resulted in an unanticipated acceleration in market declines late in the first quarter of fiscal year 2009. RV wholesale shipments in August this year declined 44.4% from this same month last year to 16,900 RVs according to the August Recreational Vehicle Industry Association's survey of manufacturers bringing the year to date total for 2008 to 196,500 units. This was the lowest total for all RV shipments since 1992 and the 196,500 year to date total was the lowest eight month start since 1997. As a result of these continuing concerns and a significant tightening of credit for RV buyers, we anticipate continued weakness in all segments at least for the balance of fiscal year 2009. This weakness was initially caused by turmoil in the mortgage industry that then spread to the broader financial markets and economy. More recently, the sustained increase in fuel prices and tightening in retail lending have also contributed to consumers' reluctance to purchase RVs. Motor home retail sales for the industry were off by 37% for the first eight months of calendar 2008, and for the typically seasonally stronger summer months of June through August, industry retail sales fell by 51.5% from the prior year. Industry wholesale shipments for the same period fell 58.5%, evidencing that dealers are not reordering when motor homes are sold at retail. Most of the weakness is occurring in the higher-end Class A and mid- and luxury-priced Class C segments. Recent data indicate an acceleration of these trends. Travel trailer industry retail sales for the similar period were down by 19.5%; however, dealers have been reducing their inventories in the face of economic uncertainty, and, as a result, industry wholesale shipments declined by 18.8% for the same period.

        Our overall market position in motor homes has decreased from 16.4% to 16.1% for the first eight months of calendar 2008 due to aggressive discounting by competitors that appear to have overproduced inventory and competitors with stronger balance sheets. We have experienced market

2


share growth, to 12.4% in the first eight months of calendar 2008 compared to 9.7% in the equivalent period in 2007, in lower-priced and fuel-efficient Class C products that we recently introduced.

        Our travel trailer retail and wholesale market shares have continued to decline to date, exacerbated by the restructuring of the business between March and July 2007. Dealers continue to sell older model-year units still in stock before replacing them with newer products. Also, we have experienced reduced sales of lower-margin, entry-level products in the Eastern U.S. due to discontinued production of those products in that region. As a result of recent adjustments we have made to our manufacturing capacity, our inventory of finished goods have largely stabilized. Travel trailer manufacturing efficiencies have increased, yet further improvement over current levels of cost and efficiency of our manufacturing operations will be necessary in order to achieve profitability in this difficult environment. Our travel trailer market share for the first eight months of 2008 was 4.2%, down from 6.2% in the prior year. We expect our market share to remain at similar levels until market conditions improve and dealers sell down their inventories of older model-year products.

        Based on past trends, if fuel prices stabilize and retail credit availability improves, we expect to see a rebound in sales from dealers ordering units for stock and expect to benefit from our ability to ramp up production in an industry with fewer manufacturing facilities than before, due to competitor failures or plant consolidations. A longer-term positive outlook for the recreational vehicle industry is supported by favorable demographics as baby boomers reach the age brackets that historically have accounted for the bulk of retail RV sales, and an increase in interest in the RV lifestyle among both older and younger segments of the population than have traditionally participated.

Housing

        Notwithstanding the recent pricing pressure and over-supply of housing in certain regions due to the retrenchment in the mortgage industry, we expect longer-term demand for affordable housing to grow as a result of the following: overall population growth; baby boomers reaching retirement age; the development of new products and markets such as modular housing; and the continued relative high cost of site-built homes.

        Many of the factors that have historically affected manufactured housing volumes have been in flux recently. Industry shipments for the first eight months of calendar year 2008 were down 9.9%, with most states reporting year-over-year declines, and a pronounced weakness in traditionally strong manufactured housing markets persists. Generally, the manufactured housing market continues to be adversely affected by limited availability of retail financing and more recently, competition from conventional builders due to the overall weak housing market. Over the last several years the site-built housing boom has been fueled by low interest rates and loose credit standards, which widened the financing advantage that site-built housing enjoys over manufactured housing. Sales of manufactured homes as a percentage of total sales of new single-family homes could rise from the recent level of 8%, now that the gap between credit standards for site-built housing and manufactured housing has narrowed due to more stringent standards applied to site-built homes. In addition, recently passed housing reform legislation may benefit the manufactured housing industry through the FHA Title I program, which, among other benefits, will increase loan limits for home-only financing from $48,600 to $69,678, and will be indexed to inflation in future years. These benefits are expected to take effect beginning in the first half of calendar 2009. On the other hand, the overall slowing of the housing market and an increase in conventional housing inventories will negatively impact manufactured housing conditions for some time.

        We continue to manage our capacity relative to current market conditions. We have been successful in reducing fixed costs and, in some cases, consolidating management teams at adjacent plants. These efforts have enabled us to maintain a presence in markets that we would otherwise be forced to abandon and that we believe have potential that we would otherwise be forced to abandon.

3


From a sales perspective, we are focused on increasing new points of distribution, improving retail turn rates by assisting dealers with inventory management, and offering dealers a program to support consumers with set-up, inspection and problem resolution.

        Manufactured housing markets in California, Arizona, and Florida, traditionally among our strongest, are the states most affected by the slump in the site-built housing market and are down sharply. The outlook in most areas continues to be unfavorable. We anticipate that manufactured housing industry conditions are unlikely to improve during fiscal 2009.

        We are pursuing other opportunities to supplement our business, such as sales of modular homes to builder/developers and military projects. Modular sales in the Gulf Region have been slow to emerge and the longer sales cycle for these types of projects has significantly tempered our progress in this area. Development of our modular business, however, has met with some success in the area of military housing. Since opening the Trendsetter Division in late fiscal 2007, we have substantially completed three large contracts to provide military housing. On September 17, 2008, we announced that our Trendsetter division has been selected to build the living units for new U.S. Army housing at Fort Sam Houston in San Antonio, Texas, the world's largest military medical training facility. Although we have had some success in the military housing business, future success may be limited to the extent our liquidity concerns affect our ability to provide required bonding under such government contracts.

Recent Developments

Annual Meeting

        At our annual meeting on September 18, 2008, our shareholders approved proposals to, among other things:

    •
    amend our restated certificate of incorporation to increase the total number of authorized shares of our common stock from 150,000,000 to 300,000,000 shares and to decrease the par value of the common stock from $1.00 per share to $0.01 per share; and

    •
    approve the possible issuance of more than 20% of the shares of our common stock outstanding, either directly or underlying new securities that may be convertible into or exercisable for our common stock, to settle or otherwise satisfy our upcoming repurchase obligation related to the Old Debentures.

Amendment to Credit Facility

        On October 29, 2008, we entered into an amendment (the "Credit Facility Amendment") to our secured credit facility with Bank of America (as amended, the "Credit Facility") to, among other things, permit the consummation of the Exchange Offer. See "The Credit Facility Amendment."

Litigation

        A case has been filed in the United States District Court, Central District of California, Riverside, titled Jesse Browder et al v. Fleetwood Enterprises,  Inc., in which plaintiffs allege a variety of claims relating to Fleetwood's method of installing blown-in ceiling insulation in its manufactured homes. The District Court issued an order on September 4, 2008 granting plaintiffs' motion for class certification. It is not possible at this time to properly assess the risk of an adverse verdict or the magnitude of any possible exposure with respect to this matter, but we intend to vigorously challenge the class certification and the merits of plaintiffs' claims.

4

Plant Closing

        On October 10, 2008, we announced that we are relocating motor home production from our plant in Paxinos, Pennsylvania, to our plants in Decatur, Indiana. The Paxinos manufacturing facility, which builds Class A gas and Class C products, will cease operations effective early December 2008. The full line of products currently built in Paxinos will be transferred to the Decatur manufacturing complex, which currently builds Class A diesel products, during our fiscal third quarter. We expect to recognize costs of approximately $2.2 million related to the consolidation in the second quarter of fiscal 2009, with an additional $2.0 million in the third quarter of fiscal 2009. Any potential impairment charges on the Paxinos plant are being evaluated. Ongoing savings are estimated to approach $1.5 million per quarter beginning with the fourth quarter of fiscal 2009. Cash generated by a permanent reduction to working capital by the end of the third quarter of fiscal 2009 is expected to more than offset the costs of the consolidation.

NYSE Continued Listing

        On, October 28, 2008, we received formal notification from NYSE Regulation, Inc. that we were not in compliance with Rule 802.01C of the NYSE's Listed Company Manual, which requires that our common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period for continued listing on the NYSE. Under the NYSE continued listing standards, we must return to compliance with the $1.00 average share price standard within six months of receipt of such notice to avoid delisting. We are pursuing various solutions to satisfy the continued listing standard, including successful completion of the Exchange Offer and the satisfactory resolution in December 2008 of any Old Debenture repurchase obligations. In addition, we are continuing to develop and complete ongoing restructuring initiatives to improve operations and further reduce costs.

5

The Exchange Offer

        We have summarized the terms of the Exchange Offer in this section. Before you decide whether to tender your Old Debentures in the Exchange Offer, you should read the detailed description of the Exchange Offer in the section entitled "The Exchange Offer."

Securities Offered   Up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares.

Exchange Offer
 
We are offering to exchange up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares, for any and all Old Debentures validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal. You may tender your Old Debentures for exchange by following the procedures described in the section of this prospectus entitled "The Exchange Offer."

 
 
For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes initially bearing interest at a combined rate of 12%, based on satisfaction of the Minimum Tender Condition, and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the applicable Shares Value, as set forth in the table on the front cover of this prospectus, by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater, and (b) is the number of $1,000 principal amount of Old Debentures that are tendered and accepted in the Exchange Offer. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

 
 
Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, there may be Applicable Increased Consideration (increasing the initial rate of PIK Interest and the Shares Value) as set forth in the table on the front cover of this prospectus. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

 
 
The Old Debentures may only be tendered in a minimum of $1,000 principal amount and integral multiples of $1,000.

Conditions to the Exchange Offer
 
The Exchange Offer is subject to certain conditions including, among others, the effectiveness of the registration statement of which this prospectus forms a part. There is also the

6


 
 
Minimum Tender Condition, which means that at least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn. Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the Exchange Offer which, if not complied with or obtained, would have a material adverse effect on us. See "The Exchange Offer—Conditions to Completion of the Exchange Offer."

Expiration Date; Extension; Termination of the Exchange Offer
 
The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on December 5, 2008, or any subsequent time or date to which the Exchange Offer is extended. We may extend the Expiration Date or amend any of the terms or conditions of the Exchange Offer for any reason. In the case of an extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. If we extend the Expiration Date, you must tender your Old Debentures on or prior to the date identified in the press release or public announcement if you wish to participate in the Exchange Offer. In the case of an amendment to any of the terms or conditions of the Exchange Offer, we will issue a press release or other public announcement. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date. We have the right to:

 
 
•
 
extend the Expiration Date and retain all tendered Old Debentures, subject to your right to withdraw your tendered Old Debentures; and

 
 
•
 
waive any condition (to the extent waivable by us) in our reasonable discretion or otherwise amend any of the terms or conditions of the Exchange Offer in any respect.

Procedures for Tendering Old Debentures
 
In order to exchange Old Debentures, you must tender the Old Debentures together with a properly completed letter of transmittal and the other agreements and documents described in the letter of transmittal. If you own Old Debentures held through a broker, dealer, commercial bank, trust company or other nominee, you will need to follow the instructions in the letter of transmittal on how to instruct them to tender the Old Debentures on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this prospectus. We will determine in our reasonable discretion whether any Old Debentures have been validly tendered. Old Debentures may be tendered by electronic transmission of acceptance through DTC's ATOP for transfer or by delivery of a signed letter of transmittal pursuant to the

7


 
 
instructions described therein. Custodian entities that are participants in DTC should tender Old Debentures through DTC's ATOP, by which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. Please carefully follow the instructions contained in this prospectus on how to tender your Old Debentures. We describe the procedures for participating in the Exchange Offer in more detail in the section titled "The Exchange Offer—Procedures for Tendering Old Debentures."

 
 
Please do not send letters of transmittal to us. You should send letters of transmittal to the Exchange Agent, at its office set forth on the back cover of this prospectus or in the letter of transmittal. The Information Agent can answer your questions regarding how to tender your Old Debentures.

Acceptance of Old Debentures and Delivery of the New Notes and Shares
 
Upon satisfaction or waiver of all of the conditions to the Exchange Offer, all Old Debentures properly tendered to the Exchange Agent by 5:00 p.m., New York City time, on the Expiration Date will be accepted for exchange. The New Notes and Shares will be delivered promptly after the Expiration Date. See "The Exchange Offer—Acceptance of Old Debentures for Exchange; Delivery of New Notes and Shares."

Guaranteed Delivery Procedures
 
If you wish to tender your Old Debentures and your Old Debentures are not immediately available or you cannot deliver your Old Debentures, the letter of transmittal or any other documents required by the letter of transmittal or to comply with the applicable procedures under DTC's ATOP prior to 5:00 p.m., New York City time, on the Expiration Date, you must tender your Old Debentures according to the guaranteed delivery procedures set forth in this prospectus under the section entitled "The Exchange Offer—Guaranteed Delivery Procedures."

Withdrawal Rights
 
Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw tendered Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date. You must send a written withdrawal notice to the Exchange Agent, or comply with the appropriate procedures of DTC's ATOP. If you change your mind, you may re-tender your Old Debentures by again following the tender procedures on or before 5:00 p.m., New York City time, on the Expiration Date.

Certain United States Tax Consequences
 
The exchange of Old Debentures for New Notes generally will be a taxable exchange for United States federal income tax purposes, unless the Exchange Offer qualifies as a recapitalization under the Internal Revenue Code which we believe is unlikely. However, to the extent that Old

8


 
 
Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See "Certain United States Federal Income Tax Consequences."

Accounting Treatment
 
We will derecognize the carrying amount of any Old Debentures that are exchanged and will recognize the New Notes and Shares at amounts equal to their fair values. Any difference between the fair value of the New Notes and the carrying value of the Old Debentures will be recorded as a gain or loss on extinguishment of the Old Debentures. Also, we expect that we will incur expenses of approximately $5 million, based on estimated legal, dealer-manager, trustee, printing and other expenses associated with the Exchange Offer. These expenses will be deferred and amortized over the term of the related New Notes.

Information Agent
 
MacKenzie Partners, Inc.

Exchange Agent
 
The Bank of New York Mellon Trust Company, N.A.

Dealer-Manager
 
Barclays Capital Inc.

Risk Factors
 
You should carefully consider the matters described in this prospectus under "Risk Factors," and the documents incorporated by reference into this prospectus.

Use of Proceeds
 
We will not receive any cash proceeds from the Exchange Offer. The Old Debentures that are validly tendered and exchanged pursuant to the Exchange Offer will be retired and canceled.

No Appraisal Rights
 
Holders of Old Debentures do not have dissenters' rights of appraisal in connection with the Exchange Offer.

Fees and Expenses
 
We will pay all fees and expenses associated with the Exchange Offer, other than any commissions or concessions of any broker or dealer.


New Notes


Issuer

 

Fleetwood Enterprises, Inc., a Delaware corporation.

New Notes Offered
 
Up to $103,000,000 aggregate principal amount of New Notes under a new indenture (the "New Indenture") to be entered into with The Bank of New York Mellon Trust Company, N.A., as trustee, prior to the issuance of the New Notes.

Maturity
 
December 15, 2011.

Interest Rate
 
If the Minimum Tender Condition is satisfied, then the New Notes will initially bear interest at a combined rate of 12%, consisting of Cash Interest at the rate of 5% per annum and initial PIK Interest at a rate of 7% per annum. The New Notes will have a 0.5% semi-annual step-up in PIK Interest, but in no event shall the PIK Interest be more than 9%.

 
 
Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, there may be an increase in the initial rate of the PIK Interest on the New Notes from the Minimum Consideration, as set forth in the table on the front cover of this prospectus. To the extent there is an increase in the initial rate of the PIK Interest from the Minimum Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

9


Interest Payment Dates
 
Interest will be payable in cash quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2009.

Ranking
 
The New Notes will:

 
 
•
 
be senior obligations of the Company;

 
 
•
 
rank equally in right of payment with all existing and any future unsecured senior indebtedness and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior indebtedness and other secured senior obligations of the Company to the extent of the priority and value of the liens securing such indebtedness;

 
 
•
 
be senior in right of payment to all existing and any future subordinated indebtedness of the Company; and

 
 
•
 
be effectively subordinated to all liabilities (including trade payables) and preferred stock of each subsidiary of the Company that is not a guarantor.

Security
 
The New Notes will:

 
 
•
 
be secured by a first-priority security interest in certain real property owned by certain of our subsidiaries that will guarantee the New Notes, as more fully described under "Description of New Notes—Collateral"; and

 
 
•
 
be secured by a second-priority security interest in certain real property owned by certain of our subsidiaries that will guarantee the New Notes and constituting collateral for the Credit Facility, as more fully described under "Description of New Notes—Collateral" and will be effectively subordinated to the Credit Facility;

Guarantees
 
Each of our subsidiaries that is a borrower or that guarantees the obligations under our Credit Facility will jointly, severally and unconditionally guarantee the New Notes on an unsecured senior subordinated basis. The following subsidiaries are guarantors of the New Notes: Fleetwood Holdings, Inc.; Fleetwood General Partner of Texas, Inc.; Fleetwood Homes Investment, Inc.; Fleetwood Homes of Arizona, Inc.; Fleetwood Homes of California, Inc.; Fleetwood Homes of Florida, Inc.; Fleetwood Homes of Georgia, Inc.;

 
 
Fleetwood Homes of Idaho, Inc.; Fleetwood Homes of Indiana, Inc.; Fleetwood Homes of Kentucky, Inc.; Fleetwood Homes of North Carolina, Inc.; Fleetwood Homes of Oregon, Inc.; Fleetwood Homes of Pennsylvania, Inc.; Fleetwood Homes of Tennessee, Inc.; Fleetwood Homes of Texas, L.P.; Fleetwood Homes of Virginia, Inc.; Fleetwood Homes of Washington, Inc.; Fleetwood International, Inc.; Fleetwood Canada Ltd.; Fleetwood Motor Homes of California, Inc.; Fleetwood Motor Homes of Indiana, Inc.; Fleetwood Motor Homes of Pennsylvania, Inc.; Fleetwood Travel Trailers of California, Inc.; Fleetwood Travel Trailers of Indiana, Inc.; Fleetwood Travel Trailers of Kentucky, Inc.; Fleetwood Travel Trailers of Maryland, Inc.; Fleetwood Travel Trailers of Ohio, Inc.; Fleetwood Travel Trailers of Oregon, Inc.; Fleetwood Travel Trailers of Texas, Inc.; Gold Shield, Inc.; Gold Shield of Indiana, Inc.; Hauser Lake Lumber Operations, Inc.; and Continental Lumber Products, Inc.

10


Change of Control
 
Upon the occurrence of a Change of Control, as more fully described under "Description of New Notes—Change of Control", the Company will be required to offer to purchase the New Notes at a purchase price of 100% of their principal amount plus any unpaid interest to the applicable purchase date.

Certain Covenants
 
The New Indenture contains covenants that, among other things, limit our ability and the ability of our subsidiaries to make restricted payments, enter into transactions with affiliates, incur additional indebtedness or issue preferred stock of subsidiaries, allow limitations on dividend and other payment restrictions affecting subsidiaries, conduct asset sales, create certain liens, conduct sale-lease back transactions, merge, consolidate or sell substantially all assets, allow an impairment of the security interest in the collateral for the New Notes, or amend our credit facilities. We will also be required to make an offer to repurchase the New Notes upon an event of loss or an asset sale, to provide reports to the trustee and, under certain circumstances, to provide additional guarantees.

 
 
These covenants are subject to important exceptions and qualifications that are described under "Description of Notes".

 
 
The Old Debentures do not benefit from comparable covenants.

Redemption
 
We may redeem the New Notes at any time for cash at 100% of the principal amount of the New Notes plus any unpaid interest to the applicable redemption date.

Absence of Public Market
 
The New Notes will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a trading market for the New Notes will develop, and if one develops, the liquidity of any such trading market. We

 
 
do not intend to apply for a listing of the New Notes on any securities exchange or automated dealer quotation system.

11



 Shares

Issuer
 
Fleetwood Enterprises, Inc., a Delaware corporation.


Shares Offered

 

Up to 14,000,000 Shares (the specific number of Shares to be issued in the Exchange Offer will be equal to the quotient obtained by dividing (i) the applicable Shares Value, as set forth in the table on the front cover of this prospectus, by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater).

 
 
Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, the Shares Value may increase from the Minimum Consideration, as set forth in the table on the front cover of this prospectus. To the extent there is an increase in the Shares Value from the Minimum Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

Transferability
 
The Shares will be freely transferable.

Listing
 
We intend to apply for the Shares to be listed on the NYSE.

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Summary of Differences Between the Old Debentures and the New Notes

        A summary of the differences between the Old Debentures and the New Notes is set forth below. This summary is qualified in its entirety by the information contained in this prospectus and the documents governing the Old Debentures and the New Notes, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. For more detailed descriptions of the New Notes, see the section of this prospectus entitled "Description of the New Notes."

 
   OLD DEBENTURES   NEW NOTES

Title

   5% Convertible Senior Subordinated Debentures due 2023.   12% Senior Secured Notes due 2011.

Amount of securities

  

$100,000,000 in aggregate principal amount, and, 8,503,400 shares of common stock issuable upon conversion, subject to adjustment.

  

Up to $103,000,000 in aggregate principal amount to be issued in the Exchange Offer.

Maturity

  

December 15, 2023, unless earlier converted, redeemed by us at our option or repurchased by us at your option.

  

December 15, 2011, unless earlier redeemed by us at our option.

Interest

  

5.00% per year. Interest is payable semiannually in arrears on June 15 and December 15 of each year.

  

Interest will accrue beginning on the issue date of the New Notes, initially at a combined rate of 12% per annum, based on satisfaction of the Minimum Tender Condition, consisting of Cash Interest accruing at the rate of 5% per annum and initial PIK Interest accruing at the rate of 7% per annum. The New Notes will have a 0.5% semi-annual step-up in PIK Interest, but in no event shall the PIK Interest be more than 9%. Interest is subject to adjustment as described in the table set forth on the cover of this prospectus and will be payable in cash quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2009.

Conversion Rights

  

Holders of the Old Debentures may convert their Old Debentures into shares of our common stock prior to the close of business on their stated maturity date under any of the following circumstances:

  

None.

 

•

  

during any fiscal quarter if the closing sale price per share of our common stock for a period of at least 20 consecutive trading days during the 30-consecutive-trading-day period ending on the last day of the preceding fiscal quarter is more than 120% of the conversion price per share in effect on such last day of such fiscal quarter;

        

13

 
   OLD DEBENTURES   NEW NOTES

  •   during the five-consecutive-trading-day period immediately after any five-consecutive-trading-day period in which the trading price per $1,000 principal amount of the Old Debentures for each day of such five-day period is less than 98% of the conversion value; provided, however, that the Old Debentures will not be convertible pursuant to this clause after December 15, 2021, if on any trading day during such five-day period the market price of our common stock is between 100% and 120% of the then-current conversion price of the Old Debentures, which we refer to as the "debenture price conditions";        

 

•

  

if we have called the Old Debentures for redemption; or

        

 

•

  

upon the occurrence of specified corporate transactions.

        

 

The conversion rate will equal 85.0340 shares of our common stock per $1,000 principal amount of Old Debentures (equivalent to an initial conversion price of approximately $11.76 per share of our common stock), subject to (i) adjustment under certain circumstances and (ii) our right to satisfy all or part of our conversion obligation in cash. The conversion rate (and the conversion price) will not be adjusted for accrued interest, if any.

        

Ranking/Security

  

The Old Debentures are unsecured and:

  

The New Notes will:

 

•

  

subordinated in right of payment to all of our existing and future senior indebtedness;

  

•

  

be secured by a first-priority security interest in certain real property owned by certain of our subsidiaries that will guarantee the New Notes, as more fully described under "Description of New Notes—Collateral";

 

•

  

equal in right of payment to any future indebtedness that provides it is on a parity with the Old Debentures;

  

•

  

be secured by a second-priority security interest in certain real property owned by certain of our subsidiaries that will guarantee the New Notes that also serves as collateral for the Credit Facility, as more fully described under "Description of New Notes—Collateral" and will be effectively subordinated to the Credit Facility;

14

 
   OLD DEBENTURES   NEW NOTES

  •   senior in right of payment to our existing and future junior subordinated indebtedness, including our obligations under our subordinated debentures underlying the convertible trust preferred securities and our guarantee of payment obligations on the convertible trust preferred securities; and   •   be unconditionally guaranteed on a unsecured subordinated basis by certain of our subsidiaries;

 

•

  

effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our existing or future subsidiaries.

  

•

  

be senior obligations of the Company;

         

•

  

rank equally in right of payment with all existing and any future unsecured senior indebtedness and other unsecured senior obligations of the Company and will be effectively junior to all secured senior indebtedness and other secured senior obligations of the Company to the extent of the priority and value of the liens securing such indebtedness;

         

•

  

be senior in right of payment to all existing and any future subordinated indebtedness of the Company; and

         

•

  

be effectively subordinated to all liabilities (including trade payables) and preferred stock of each subsidiary of the Company that is not a guarantor.

Sinking Fund

  

None.

  

None.

Optional Redemption

  

We may not redeem the Old Debentures prior to December 15, 2008. Thereafter, we may redeem the Old Debentures, in whole or in part, for cash at 100% of the principal amount of the Old Debentures plus accrued and unpaid interest (including additional amounts, if any) to, but excluding, the redemption date.

  

We may redeem the New Notes at any time for cash at 100% of the principal amount of the New Notes plus any unpaid interest to the applicable redemption date.

15

 
   OLD DEBENTURES   NEW NOTES

Optional Repurchase Right of Holders

   Holders of the Old Debentures may require us to repurchase all or a portion of their Old Debentures on December 15, 2008, December 15, 2013, and December 15, 2018 at a repurchase price equal to 100% of the principal amount of the Old Debentures plus any accrued and unpaid interest thereon (including additional amounts, if any) to, but excluding, the repurchase date. We may elect to pay the repurchase price in cash, our common stock or a combination thereof.   Upon the occurrence of a change of control, an event of loss or an asset sale, the Company will be required to offer to purchase the New Notes at a purchase price of 100% of their principal amount plus any unpaid interest to the applicable purchase date.
  
These provisions are subject to important thresholds, exceptions and qualifications that are described under "Description of New Notes—Repurchase at Option of Holders".

Guarantees

  

None.

  

Each of our subsidiaries that is a borrower or that guarantees the obligations under our Credit Facility will jointly, severally and unconditionally guarantee the New Notes on an unsecured senior subordinated basis.

Certain Covenants

  

The Old Debentures contain certain covenants requiring the Company, among other things, to provide reports and certain information to the trustee.

  

The New Indenture contains covenants that, among other things, limit our ability and the ability of our subsidiaries to make restricted payments, enter into transactions with affiliates, incur additional indebtedness or issue preferred stock of subsidiaries, allow limitations on dividend and other payment restrictions affecting subsidiaries, conduct asset sales, create certain liens, conduct sale-lease back transactions, merge, consolidate or sell substantially all assets, allow an impairment of the security interest in the collateral for the New Notes, or amend our credit facilities. We will also be required to make an offer to repurchase the New Notes upon an event of loss or an asset sale, to provide reports to the trustee and, under certain circumstances, to provide additional guarantees.

         

These covenants are subject to important exceptions and qualifications that are described under "Description of Notes—Certain Covenants".

16

 
   OLD DEBENTURES   NEW NOTES

Events of Default

   If there is an event of default on the Old Debentures, the principal amount of the Old Debentures, plus accrued and unpaid interest thereon (including additional amounts, if any) to the date of acceleration may be declared immediately due and payable, subject to certain conditions set forth in the indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving us.   If there is an event of default on the New Notes, as more fully described under "Description of Notes—Events of Default and Remedies", the principal amount of the New Notes, plus accrued and unpaid interest thereon to the date of acceleration may be declared immediately due and payable, subject to certain conditions set forth in the indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving us.

17


 RISK FACTORS

        Before you participate in the Exchange Offer, you should carefully consider the risks described below. You should also consider the other information included or incorporated by reference in this prospectus before deciding whether to participate in the Exchange Offer.

Risks Relating to the Company

We have significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the possible need to repurchase the Old Debentures in December 2008.

        We are experiencing demands on our available cash, including current and anticipated future losses from operations, as well as expected costs of rationalizing our operations and restructuring our indebtedness. These demands will be further exacerbated through the winter months as we experience seasonal slowing in our businesses. Current economic conditions are severely affecting our operations. These conditions have been marked by restrictions on available credit, rising commodity prices, especially for motor vehicle fuel, and weak consumer confidence. Demand for recreational vehicles in particular has contracted significantly over the past four months, affecting us and our competitors throughout that industry. As a result, dealers are reducing their inventories and competitive pressures are adversely affecting revenues and margins. We do not anticipate any meaningful improvement in these conditions for the foreseeable future.

        In addition, holders of our Old Debentures have the right to require us to repurchase Old Debentures on December 15, 2008, at a price of 100% of the aggregate principal amount of the Old Debentures plus accrued and unpaid interest. Although we have the option to elect to pay the repurchase price in cash, our common stock, or a combination of cash and our common stock, we do not currently anticipate having sufficient liquidity to repurchase all outstanding Old Debentures in cash and, if the arithmetic average of the Volume Weighted Average Price of our common stock during the 20-trading-day period ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of October 29, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition, our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Furthermore, to the extent we issue more shares of our common stock to satisfy such repurchase obligations, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors.

        Furthermore, as a result of the subordination provisions of the Old Debentures, we would be prevented from making payments on the Old Debentures upon the occurrence of certain defaults under the Credit Facility and, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior debt, including the lenders under our Credit Facility and the holders of the New Notes, will be entitled to be paid in full in cash before any payment may be made with respect to the Old Debentures. In addition,

18


the Old Debentures are effectively subordinated to liabilities of our subsidiaries, including the indebtedness of our subsidiaries represented by borrowings and guarantees by them under the Credit Facility and the Guarantees by them of the New Notes and, in the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims, including with respect to such borrowings and guarantees, from the assets of those subsidiaries before any assets are made available for distribution to us. The application by us of any such distribution that we might receive would in turn be subject to the subordination provisions of the Old Debentures discussed above.

We have had significant losses over the last eight fiscal years and might not be able to regain consistent profitability in the foreseeable future.

        We have reported a net loss in each fiscal year since 2001 and expect substantial negative operating cash flows in the future. Unless we are able to achieve consistent profitability and positive cash flows, we will have to reduce our expenditures on capital improvements, machinery and equipment, and research and development, which we expect would have a negative effect on our sales and margins.

Recent weakness in the recreational vehicle market and ongoing weakness in the manufactured housing market may continue to reduce the demand for our products.

        In the last two years, the recreational vehicle market has weakened in response to lower consumer confidence, volatile fuel prices, and higher interest rates. In recent months, record fuel prices and tighter retail credit have seriously exacerbated the intermediate term challenges for the market. The manufactured housing market has been in a prolonged slump that was initiated by undisciplined lending practices within the industry in the late 1990s, followed in recent years by tough competition from liberal financing of site-built homes. Additionally, the long-term effects from the fallout in the subprime mortgage sector, including depressed prices and an increased number of foreclosures of site-built homes, are likely to continue to reduce demand for our products. Ongoing weakness in both our principal industries would limit our growth opportunities and have a negative effect on future sales and profitability.

Global tensions and fuel shortages, higher fuel prices and rising interest rates are having a negative effect on consumer confidence and in turn are diminishing sales of our products, particularly recreational vehicles.

        Gasoline or diesel fuel is required for the operation of motor homes and vehicles used to tow travel trailers. Prices for these petroleum products have risen recently and, particularly in view of increased international tensions and increased global demand for oil, there can be no assurance that the supply of these products will continue uninterrupted, that rationing will not be imposed, or that the price of, or tax on, these products will not significantly increase in the future. Increases in fuel prices and speculation about potential fuel shortages, combined with rising interest rates, are having an unfavorable effect on consumer confidence and on the demand for recreational vehicles. Increases in the price of oil can also result in increases in the price of many of the components in our products.

Availability and cost of financing for our retailers or retail customers, particularly in our manufactured housing business, could continue to constrain our sales.

        Our dealers, as well as retail buyers of our products, generally secure financing from independent lenders, which, particularly in the case of manufactured housing, have been negatively affected by adverse loan experience. Several national retail and wholesale lenders have withdrawn from the manufactured housing finance business in recent years, and a key lender recently withdrew from retail lending on most recreational vehicles and other leisure products. In addition, Key Bank recently

19


withdrew from the RV inventory finance business. Reduced availability of such financing and higher interest rates have had, and continue to have, an adverse effect on the manufactured housing and recreational vehicle industries and on our sales and margins. Availability of financing depends on the lending practices of financial institutions, financial and credit markets, government policies, and economic conditions, all of which are beyond our control. In the current environment, financing for the purchase of manufactured homes is often more difficult to obtain than conventional home mortgages, and interest rates for manufactured homes are generally higher and the terms of the loans shorter than for site built homes. In the RV business, access to home equity to help finance purchases has become more difficult for retail buyers, and a continuation of depressed real estate prices and stringent home equity lending will further reduce recreational vehicle sales in the future. There can be no assurance that affordable wholesale or retail financing for either manufactured homes or recreational vehicles will be available on a widespread basis in the future.

We may be unable to comply in the future with financial tests and covenants in our senior secured credit facility, which could result in a default under that facility, in which event our lenders could accelerate our debt or take other actions that could restrict our ability to operate.

        In January 2007, we announced the early renewal and extension of the Credit Facility. If business and economic conditions were to result in the deterioration of our liquidity and our operating results, we could be in breach of the covenants under the Credit Facility and the lenders could declare a default. The Credit Facility has been amended numerous times since we first entered into it in 2001 to reset financial requirements to prevent potential covenant breaches, most recently again on October 29, 2008 in connection with the Exchange Offer.

        Under the Credit Facility, as amended, we are subject to a financial performance covenant that applies if our average monthly liquidity, defined as cash, cash equivalents, and unused borrowing capacity, falls below $45 million for any calendar month or if liquidity falls below $25 million on any one day. In the event that we do not meet this minimum test, our EBITDA minus fixed charges may not exceed certain loss thresholds which will vary over the remaining term of the Credit Facility. Additionally, we are subject to a minimum liquidity covenant that requires that liquidity not fall below $20 million for more than three consecutive business days. A breach of the covenants could result in the lenders accelerating the obligations under the Credit Facility, which could also lead to a default under the indenture governing the Old Debentures, the New Indenture and our capital lease obligations. In the event of a breach of the Credit Facility, we cannot be certain that our lenders will agree to refrain from enforcing any remedies otherwise available to them or that they will grant us any further waivers or amendments to the covenants.

        Our Credit Facility ranks senior to the Old Debentures and the 6% convertible subordinated debentures and is effectively senior to the New Notes to the extent of the priority and value of the liens securing our Credit Facility. Our Credit Facility is secured by substantially all of our assets, including certain real property securing the New Notes and some of our other real property. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding under the Credit Facility, together with accrued interest, to be immediately due and payable. If we were unable to repay or refinance all outstanding balances, the lenders could exercise their rights to our assets pledged as collateral. Any proceeds realized upon the sale of such assets securing our Credit Facility would be used first to satisfy all amounts outstanding under the Credit Facility and, thereafter, any of our other liabilities, including liabilities relating to the New Notes, the Old Debentures and the 6% convertible subordinated debentures.

        Lender actions in the event of default might:

    •
    result in our lenders' foreclosure of our assets pledged as collateral under the Credit Facility; and

20

    •
    cause us to seek protection from our creditors and to reorganize through bankruptcy proceedings or otherwise.

We may not be able to obtain financing in the future, and the terms of any future financings may have a negative effect on our ability to execute our business strategy, and could cause dilution to our shareholders.

        In addition to capital available under the Credit Facility, we anticipate that we will be required to seek additional capital in the future. As discussed below, the ratings on our debt securities recently have been lowered, which we believe will increase the cost to us of any additional financing that we might be able to obtain. We cannot assure you that we will be able to obtain future financings, if needed, on acceptable terms, if at all, and we expect that the terms of any equity financings that we might undertake would cause dilution to our existing shareholders.

        On August 19, 2008, Moody's Investors Service downgraded our corporate family credit and probability of default ratings to Caa3 from Caa1 and downgraded the rating of our convertible trust preferred securities to a rating of Ca from Caa3. Moody's also reaffirmed a negative outlook for us, citing our difficult operating environment resulting from the weak U.S. economy and the weak credit market for retail purchases of RVs and manufactured homes and that despite restructuring activities, including asset sales and the recent equity infusion, the considerable challenges we face to restore a business model that is able to generate positive earnings and cash flow.

        On May 22, 2008, Standard & Poor's reduced the rating on our convertible trust preferred securities to D from CC as a consequence of our decision to defer the May 15, 2008 distribution on such securities. Subsequently, on July 23, 2008, Standard & Poor's revised the rating on our convertible trust preferred securities to C from D, which remained unchanged in a September 10, 2008 report. On September 10, 2008, Standard & Poor's Ratings Services lowered our corporate credit rating to CCC- from CCC+. Concurrently, they also lowered their rating on the Old Debentures to C from CCC- and reaffirmed a negative outlook for us. Standard & Poor's indicated that its ratings actions stemmed from heightened liquidity concerns and also cited high gas prices and negative consumer sentiment as causes for suppressing the sale of RVs and the weak housing market as weighing on the sale of factory-built homes. In addition, Standard & Poor's stated that it would lower our rating if we are not successful in our attempt to negotiate an exchange for the Old Debentures and instead elect to redeem a large component of the Old Debentures with cash rather than common stock.

Our businesses are both cyclical and seasonal, which can lead to fluctuations in our operating results.

        The industries in which we operate are highly cyclical, as well as seasonal, and there can be substantial fluctuations in our manufacturing shipments, retail sales, and operating results, and the results for any prior period may not be indicative of results for any future period. Companies within both the manufactured housing and recreational vehicle industries are subject to volatility in operating results due to external factors such as economic, demographic, and political changes.

        Factors affecting both industries include:

    •
    interest rates, tight credit standards, terms and the availability of financing;

    •
    general economic conditions (including consumer confidence, unemployment and inflation);

    •
    inventory levels of dealers and manufacturers;

    •
    availability and prices of commodities;

    •
    availability of manufactured home sites;

    •
    defaults by retail customers resulting in repossessions;

21

    •
    apartment vacancies and rents;

    •
    international tensions and hostilities;

    •
    overall consumer confidence and the level of discretionary consumer spending; and

    •
    fuel availability and prices.

        We cannot provide assurance that the factors that are currently adversely affecting our businesses will not continue to have an adverse effect in the future.

        Our businesses are also seasonal, which can lead to fluctuations in our operating results. We have experienced, and expect to continue to experience, significant variability in sales, production, and operating results as a result of seasonality in our businesses. Demand for manufactured housing and recreational vehicles generally declines during the winter season, while sales and profits in both industries are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some markets may delay the timing of purchases and shipments from one quarter to another.

Increased costs, including costs of component parts and labor, could reduce our operating income.

        The availability and pricing of manufacturing components, including commodities and labor, as well as changes in labor practices, may significantly affect our results of operations. Changes in labor rates and practices, including changes resulting from union activity, could significantly affect our costs and thereby reduce our operating income. Any failure to offset increases in our manufacturing costs could have an adverse effect on our margins, operating income, and cash flows. Even if we were able to offset higher manufacturing costs by increasing the sales prices of our products, the realization of any such increases often lags behind the rise in manufacturing costs, especially in our manufactured housing operations, due in part to our commitment to give our retailers price protection with respect to previously placed customer orders.

Our repurchase agreements with floorplan lenders could result in increased costs.

        In accordance with customary practice in the manufactured housing and recreational vehicle industries, we enter into repurchase agreements with various financial institutions pursuant to which we agree, in the event of a default by an independent retailer in its obligation to these credit sources, to repurchase product at declining prices over the term of the agreements, typically 12, 18 or 24 months. The difference between the repurchase price, plus any refurbishment costs, and the price at which the repurchased product can then be resold, which is typically at a discount to the original sale price, represents a financial expense to us. A requirement to repurchase a large number of manufactured homes or recreational vehicles in the future could decrease our sales and increase our costs, which could have a negative effect on our earnings and working capital.

        The current tightened credit standards by lenders and more aggressive attempts to accelerate collection of outstanding accounts with dealers could result in an increase in defaults by dealers and consequently an increase in repurchase obligations on our part. We currently expect that our repurchase activity will be higher than has historically been the case. Additionally, it may be necessary to offer greater discounts in order to relocate such product to alternative dealers during current market conditions. During fiscal 2008, we repurchased 65 manufactured homes and 94 recreational vehicles at an aggregate gross purchase price of $4.8 million, incurring a loss after resale of approximately $730,000, compared to repurchases during fiscal 2007 of 57 manufactured homes and 39 recreational vehicles at an aggregate purchase price of $2.4 million, and a loss after resale of approximately $744,000.

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        During the first quarter of fiscal 2009, we repurchased ten manufactured homes and one recreational vehicle at an aggregate gross purchase price of $396,000, incurring a loss after resale of approximately $129,000.

When we introduce new products or enter into new business segments, we may incur expenses or consume liquidity for reasons that we did not anticipate, such as recall expenses, resulting in reduced earnings.

        The introduction of new models is critical to our future success, particularly in our recreational vehicle business. In addition, we have recently increased our exposure to the modular housing and military housing markets. We have additional costs when we introduce new models or enter new business segments, such as initial labor or purchasing inefficiencies, but we may also incur unexpected expenses. For example, we may experience unexpected engineering or design flaws that will force a recall of a new recreational vehicle product or cause a modular product not to be accepted by the customer. In addition, in new business segments, our lack of experience or expertise may cause us to price our products inappropriately given the risk or cost of the venture. The costs resulting from these types of problems could be substantial and have a significant adverse effect on our earnings.

Excess retail inventories of our products, especially in the recreational vehicle industry, and housing repossessions and foreclosures may have a negative effect on our sales and margins.

        The level of manufactured housing and recreational vehicle retail inventories and the existence of repossessed homes in the market can have an adverse effect on manufacturing shipments and operating results. Current conditions have been marked by significant restrictions on available credit, rising commodity prices, especially for motor vehicle fuel, and weak consumer confidence. Demand for recreational vehicles in particular has contracted significantly over the past four months, affecting us and our competitors throughout that industry. As a result, dealers are reducing their inventories, which lowers demand for reorders of inventory from us. In turn, we have slowed down production to lower our own inventories and more closely match production to demand, which is adversely affecting our revenues and margins. The continued limited availability of retail financing for manufactured housing and competition from the resale of a large number of repossessed conventional homes due to the recent difficulties in the subprime mortgage market is likely to negatively affect the market for manufactured homes and our operating results.

If the frequency and size of product liability, wrongful death, and other claims against us should increase, our business, results of operations, and financial condition may be harmed.

        We are frequently subject, in the ordinary course of business, to litigation involving products liability and other claims, including wrongful death, against us related to personal injury and warranties. We partially self-insure our products liability claims and purchase excess products liability insurance in the commercial insurance market. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause our insurance premiums to rise significantly and may increase the amounts we pay in punitive damages. We are also presently party to two actions in litigation that the plaintiffs have had certified as class actions, and are party to several other actions where plaintiffs are seeking to certify a class. If any of these actions are decided in a manner adverse to us, the resulting liability could be significant. These factors may have a material adverse effect on our results of operations and financial condition. In addition, if these claims rise to a level of frequency or size that is significantly higher than similar claims made against our competitors, our reputation and business will likely be harmed.

23

The recreational vehicle and manufactured housing industries are highly competitive and some of our competitors have stronger balance sheets and cash flows, as well as greater access to capital, than we do. The relative strength of our competitors could result in lower sales volume for us, which could have an adverse effect on our results of operations and financial condition.

        The recreational vehicle market is highly competitive and has experienced some industry consolidation in recent years. Sales from the five largest manufacturers represented approximately 64% of the retail market in calendar 2007, including our sales, which represented 7.6% of the market. Competitive pressures, especially in the entry-level segment of the market for travel trailers, have resulted in a reduction of margins. Sustained increases in competitive pressures are having an adverse effect on our results of operations. For instance, aggressive discounting by our competitors had an adverse effect on our sales, margins and market share. There can be no assurance that existing or new competitors will not develop products that are superior to our recreational vehicles or that achieve better consumer acceptance, thereby adversely affecting our sales and margins.

        The manufactured housing industry is also highly competitive. As of December 31, 2007, there were approximately 65 manufacturers of homes and fewer than 5,000 active retailers. Based on retail sales, the ten largest manufacturers accounted for approximately 77% of the retail manufactured housing market in calendar 2007, including our sales, which represented 13.8% of the market. Competition with other housing manufacturers is based primarily on price, product features, reputation for service and quality, retail inventory, merchandising, and the terms and availability of wholesale and retail customer financing. Manufacturing capacity currently exceeds retail demand, and continued overcapacity of manufactured housing could lead to greater competition and result in decreased margins, which could have an adverse effect on our results of operations.

        In addition, manufactured homes compete with new and existing site-built homes, apartments, townhouses, and condominiums. With ample availability of construction financing in recent years and the relative ease of securing mortgage financing as a result of low lending standards, interest in such housing increased, reducing the demand for manufactured homes.

        Manufactured homes also compete with resales of homes that have been repossessed by financial institutions as a result of credit defaults by dealers or customers. Foreclosure rates for conventional homes and manufactured housing are increasing in light of recent difficulties in the subprime mortgage market.

        The manufactured housing industry, as well as the site-built housing development industry, has experienced consolidation in recent years, which could result in the emergence of competitors, including developers of site-built homes that are larger than we are and have greater financial resources than we have. For example, the large conglomerate Berkshire Hathaway has acquired two of our major housing competitors, Clayton Homes and Oakwood Homes, and one of our recreational vehicle competitors, Forest River. These combinations could ultimately strengthen competition in both industries and adversely affect our business.

Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and additional costs.

        Consumer preferences for our products in general, and recreational vehicles in particular, are likely to change over time. We believe that the introduction of new features, designs and models will be critical to the future success of our recreational vehicle operations. Delays in the introduction of new models or product features, or a lack of market acceptance of new features, designs, or models, could have a material adverse effect on our business. We may also experience production difficulties, such as inefficiencies in purchasing and increased labor costs, as we introduce new models. We cannot be certain that our new products will not infringe on revenues from existing models and adversely affect

24


our results of operations. There can be no assurance that we will introduce any of these new models or products to the market on time or that they will be successful when introduced.

We have offered and expect to continue to offer financial incentives from time to time that can negatively affect our operating results.

        We may make business decisions that include offering incentives to stimulate the sales of products not adequately accepted by the market, or to stimulate sales of older or obsolete models. These incentives are accounted for as a reduction of net sales and reduce our operating results.

The market for our manufactured homes is heavily concentrated in the southern and western parts of the United States, especially in Florida and California, and a continued decline in demand in those areas could have a material negative effect on sales.

        The market for our manufactured homes is geographically concentrated, with the top 15 states in volume accounting for 75% of our retail sales in calendar 2007. California and the southern, southwest and south central United States account for a significant portion of our manufactured housing sales, with the Texas, Florida and California markets alone accounting for 40% of sales. A downturn in economic conditions in these regions that is worse than that of other regions could have a disproportionately material adverse effect on our results of operations. We have experienced a steep decline in the demand for manufactured homes in recent years in Florida, California, and Arizona. There can be no assurance that the demand for manufactured homes will not continue to decline in those regions or other areas in which we experience significant product sales, resulting in an adverse effect on our results of operations.

We depend on a small group of suppliers for some of our components, and the loss of any of these suppliers could affect our ability to obtain components at competitive prices, which would lower our sales and margins.

        Most of the materials purchased for our core products are commodity type items and are readily available from multiple sources. Several of our recreational vehicle components, however, are specialty tooled proprietary parts that are single sourced from national suppliers. Although we own the tooling for those parts and could relocate the production, that relocation could lead to higher prices for the parts and delays in production. Motor home chassis are only available from a limited number of suppliers and often need to be ordered well in advance of delivery. Spartan and Freightliner supply diesel-powered chassis, Workhorse Custom Chassis and Ford Motor Company are the dominant suppliers for the Class A and Class C gas chassis, and Chrysler supplies Class C diesel chassis. Shortages, production delays, or work stoppages by any of these suppliers could have a material adverse effect on our sales. If we could not obtain an adequate chassis supply, our sales and margins would suffer.

Zoning regulations affect the number of sites available for our manufactured homes, which in turn can affect our sales.

        Any limitation on the growth of the number of sites available for manufactured homes, or on the operation of manufactured housing communities, could adversely affect our sales. In addition, new product opportunities that we may wish to pursue for our manufactured housing business could cause us to encounter new zoning regulations and affect the potential market for these new products. Manufactured housing communities and individual home placements are subject to local zoning ordinances and other local regulations relating to utility service and construction of roadways. In the past, property owners have resisted the adoption of zoning ordinances permitting the location of manufactured homes in residential areas, and we believe that this resistance has adversely affected the growth of the industry.

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Amendments of the regulations governing our businesses could have a material effect on our operations.

        Both our recreational vehicle and manufactured housing businesses are subject to extensive federal and state regulations, including construction and safety standards for manufactured homes and safety and consumer protection laws relating to recreational vehicles. Amendments to any of these regulations and the implementation of new regulations could significantly increase the costs of manufacturing, purchasing, operating, or selling our products and could have an adverse effect on our results of operations. Recently, for example, there have been suggestions in Congressional hearings that the Congress and regulators may seek to impose more stringent laws and regulations regarding the use of products containing formaldehyde, a substance found in numerous building materials, furniture, carpets and curtains, etc.

        Our failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of sales or production, or cessation of operations. In addition, a major product recall could have a material adverse effect on our results of operations.

        Certain U.S. tax laws currently afford favorable tax treatment for the purchase and sale of recreational vehicles that are used as the equivalent of second homes. These laws and regulations have historically been amended frequently, and it is likely that further amendments and additional regulations will apply to us and to our products in the future. Amendments to these and other tax laws and regulations and the implementation of new regulations, including, for instance, changes that affect our ability to utilize our net operating losses, could have an adverse effect on our results of operations.

        Our operations are subject to a variety of federal and state environmental regulations relating to noise pollution and the use, generation, storage, treatment, emission, and disposal of hazardous materials and wastes. Although we believe that we are currently in material compliance with applicable environmental regulations, our failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, costly cleanup, or capital expenditures.

The utilization of our substantial net operating loss carryforward may, under certain circumstances, be subject to limitations which would reduce profits by increasing tax expense.

        At April 27, 2008, Fleetwood had a domestic federal net operating loss carryforward of approximately $375 million. Companies are subject to a change of ownership test under §382 of the Internal Revenue Code that, if met, could limit the annual utilization of the carryforward.

        Generally, under that section, the yearly limitation on Fleetwood to utilize such deductions would be equal to the product of the applicable long term tax exempt rate and the value of Fleetwood's stock immediately before the ownership change. The ability of Fleetwood to utilize depreciation deductions during the five-year period following the ownership change also may be limited under §382, together with NOLs, to the extent that such deductions reflect a net loss that was "built-in" to Fleetwood's assets immediately prior to the ownership change.

        The determination of whether a corporation has undergone an "ownership change" for purposes of §382 is highly complex, but, in general, increases in ownership by those individuals or institutions owning 5% or more (by value) of the corporation's stock (whether by sales or purchases by such 5% holders or by share repurchases or issuances by the corporation) that aggregate to over 50% during any three year period result in an ownership change and, therefore, potentially severely restricts the corporation's ability to utilize its tax loss carryforwards.

        The change of ownership test can be triggered over time by the cumulative effect of certain significant shareholders buying and selling Fleetwood stock, and to that extent is outside our control. The test can also be triggered by issuances of our common stock. Thus, the issuance of shares under

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the Exchange Offer and our issuance of shares of common stock to holders of the Old Debentures who do not participate in the Exchange Offer but do exercise their put rights and require us to repurchase their Old Debentures on December 15, 2008 could trigger a change in ownership. We estimate that an ownership change could occur, and thus utilization of our net operating loss carryforwards would be limited as discussed above, if we issue more than approximately 20.5 million shares of common stock before December 31, 2008. This amount is only an estimate and might be higher or lower given such estimate is based upon the application of highly complex tax rules and is subject to events outside our control such as the public trading of our common stock.

        If a change in ownership is triggered, our ability to apply the net operating loss carryforward to future income could be limited, and we could therefore suffer higher-than-anticipated tax expense, and consequently lower net income, in those future years.

Risks Relating to the Exchange Offer

If we do not exchange the Old Debentures for New Notes and Shares, we may not have sufficient liquidity or authorized common stock to both satisfy our obligations to repurchase the Old Debentures and to maintain sufficient working capital. This may result in a default under the Credit Facility and we may be forced to take steps to obtain protection from our creditors.

        We are conducting the Exchange Offer so that we can meet our obligations to repurchase Old Debentures that can be put to us on December 15, 2008. Although we have the option to elect to pay the repurchase price in cash, our common stock, or a combination of cash and our common stock, we do not currently anticipate having sufficient liquidity to repurchase all outstanding Old Debentures in cash and, if the arithmetic average of the Volume Weighted Average Price of our common stock during the 20-trading-day period ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of October 29, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition, our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Furthermore, to the extent we issue more shares of our common stock to satisfy such repurchase obligations, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors.

If you do not exchange your Old Debentures, the Old Debentures you retain may become less liquid as a result of the Exchange Offer.

        If a significant number of Old Debentures are exchanged in the Exchange Offer, the liquidity of the trading market for the Old Debentures, if any, after the completion of the Exchange Offer may be substantially reduced. Any Old Debentures exchanged will reduce the aggregate principal amount of Old Debentures outstanding. As a result, the Old Debentures may trade at a discount to the price at which they would trade if the Exchange Offer contemplated by this prospectus were not consummated, subject to prevailing interest rates, the trading market for similar securities and other factors. We

27


cannot assure you that an active trading market for the Old Debentures will exist or be maintained and we cannot assure you as to the prices at which the Old Debentures may be traded.

If you do not exchange your Old Debentures for New Notes and Shares, your right to receive payments under the Old Debentures will be junior to our senior debt, including the New Notes, as well as effectively junior to the existing and future liabilities of our subsidiaries, including the Guarantees of the New Notes.

        The Old Debentures rank behind all of our existing senior debt and all of our future senior debt (including the New Notes), other than trade payables and any future debt that expressly provides that it ranks equal with, or subordinated in right of payment to, the Old Debentures. As a result of the subordination provisions of the Old Debentures, we would be prevented from making payments on the Old Debentures upon the occurrence of certain defaults under the Credit Facility and, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior debt, including the New Notes, will be entitled to be paid in full in cash before any payment may be made with respect to the Old Debentures. Because the indenture for the Old Debentures requires that amounts otherwise payable to holders of the Old Debentures in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Old Debentures may receive less, ratably, than holders of senior debt, including the New Notes, in any such proceeding.

        In addition, the Old Debentures are not guaranteed by any of our subsidiaries. The Old Debentures are effectively subordinated to all existing and future liabilities of our subsidiaries, including the indebtedness of our subsidiaries represented by their Guarantees of the New Notes. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims, including with respect to the Guarantees of the New Notes, from the assets of those subsidiaries before any assets are made available for distribution to us. The application by us of any such distribution that we might receive would in turn be subject to the subordination provisions of the Old Debentures discussed above.

If a holder exchanges its Old Debentures in the Exchange Offer and a bankruptcy case involving the Company were commenced, the holder's receipt of the New Notes and Shares in the Exchange Offer may be set aside.

        If a holder chooses to exchange its Old Debentures in the Exchange Offer and receives the New Notes and Shares and if a bankruptcy involving the Company were then commenced within 90 days after the consummation of the Exchange Offer (or one year after the consummation of the Exchange Offer if the holder is an insider of the Company), the bankruptcy court may determine that the holder of Old Debentures received preferential treatment to the detriment of other unsecured creditors. In that event, the Exchange Offer would be avoided, any rights or liens, received by the holder of Old Debentures in the Exchange Offer would be voided and any value received by such holder would be required to be returned. The holder of Old Debentures would then have a claim against the bankruptcy estate equal to the value of the avoided transfer.

The United States federal income tax consequences of the Exchange Offer are unclear.

        The United States federal income tax consequences of the Exchange Offer are not entirely certain and will depend on whether the exchange of Old Debentures for New Notes qualifies as a recapitalization under the Internal Revenue Code. If the exchange qualifies as a recapitalization, a holder generally will not be required to recognize gain or loss on the exchange, except to the extent that the principal amount of the new Notes received exceeds the principal amount of the Old debentures surrendered. If, in contrast, the exchange does not qualify as a recapitalization under the Internal Revenue Code, a holder could be required to recognize gain in an amount equal to the excess

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of the "issue price" of the New Notes received in the exchange over the holder's adjusted tax basis in the Old Debentures. However, to the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See "Certain United States Federal Income Tax Consequences."

Neither we nor our officers, directors or advisors have made a recommendation with regard to whether you should tender your Old Debentures in the Exchange Offer, and we have not obtained a third-party determination that the Exchange Offer is fair to holders of the Old Debentures.

        Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures in the Exchange Offer. Similarly, neither the Exchange Agent, the Dealer-Manager nor the Information Agent is making any such recommendation. Further, we have not authorized anyone to make any such recommendation. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Old Debentures for purposes of negotiating the terms of the Exchange Offer or preparing a report concerning the fairness of the Exchange Offer. We cannot assure holders of the Old Debentures that the value of the New Notes and Shares received in the Exchange Offer will in the future equal or exceed the value of the Old Debentures tendered.

Risks Relating to the New Notes and Shares

Servicing our outstanding indebtedness, including the debt represented by the New Notes, will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. If we are unable to generate a sufficient amount of cash, we may be unable to fulfill our outstanding debt obligations, including those under the New Indenture.

        Our ability to make scheduled payments of principal of, or to pay the interest on, or to refinance our indebtedness, including under the New Indenture, or to fund planned capital expenditures and growth plans will depend on our future performance, which, is subject to general economic conditions, financial, competitive, legislative, regulatory, political, business and other factors. As described above, market conditions are challenging and we project negative cash flow from operations at least through the end of fiscal 2009. Any inability to generate sufficient cash flow or raise capital on favorable terms could have a material adverse effect on our financial condition and on our ability to fulfill our obligations under the New Indenture. We anticipate that we will need to raise additional funds in the future in order to conduct our business or to service or repay indebtedness, including the New Notes. Any required financing may be unavailable on terms favorable to us, or at all. In addition, we may be required, among other things:

    •
    to restructure all or a portion of our indebtedness, including the New Notes;

    •
    to sell selected assets; and/or

    •
    to reduce or delay planned expenditures.

        Such measures may not be sufficient to enable us to conduct our business or to service or repay indebtedness. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms or at all.

A material amount of our real property that will secure the New Notes are also subject to first priority security interests securing the obligations under our Credit Facility. Therefore, in certain circumstances, your ability to receive payments on the New Notes may be subject to the prior satisfaction of all such obligations, to the extent of the value of such collateral.

        All obligations under our secured Credit Facility will continue to be secured by first priority liens on collateral, a portion of which will also secure the New Notes by a second priority lien. As a result,

29


the New Notes will be effectively junior to all of the obligations of our Credit Facility to the extent of the value of such collateral. The effect of this subordination is that upon a default in payment on, or the acceleration of, any obligations under our Credit Facility, or in the event of our bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the proceeds from the sale of the real property that secure our Credit Facility will be available to pay obligations on the New Notes only after all obligations under the Credit Facility have been paid in full.

        Our Credit Facility is secured by substantially all of our assets, including some of our real property. All our obligations in respect of the New Notes will be secured by a first priority lien on certain of our real estate that we anticipate will have an initial appraised value between $19.25 million and $20.0 million. The fair market value of the collateral is subject to fluctuations based on factors that include, among others, the condition of the recreational vehicle and manufactured housing industries, our ability to implement our business strategy, the ability to sell the collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount received upon a sale of the collateral would be dependent on numerous factors, including but not limited to the actual fair market value of the collateral at such time and the timing and the manner of the sale. By its nature, the collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under our Credit Facility or under the New Indenture.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in collateral.

        Applicable law requires that a security interest in certain assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the collateral securing the New Notes may not be perfected with respect to the claims of the New Notes if the collateral agent is not able to take the actions necessary to perfect any of these liens on or prior to the date of the New Indenture. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent for the New Notes will monitor the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the New Notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the New Notes against third parties.

In the event of our bankruptcy, the ability of the holders of the New Notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

        The ability of holders of the New Notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under applicable federal bankruptcy laws, secured creditors are prohibited by the automatic stay from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally afford the debtor continued protection under the automatic stay with respect to collateral even though the debtor is in default under the applicable debt instruments if the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the

30


collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether payments under the New Notes would be made following commencement of and during a bankruptcy case, whether or when the trustee under the New Indenture could foreclose upon or sell the collateral or whether or to what extent holders of New Notes would be compensated for any delay in payment or loss of value of the collateral through the provision of "adequate protection."

Jurisdictions with one action or security first rules and/or anti-deficiency legislation may limit the ability of the holders of the New Notes to recover on a Guarantee of the New Notes.

        Several states in which the real estate collateral securing the New Notes is located have laws that prohibit more than one "judicial action" to enforce a mortgage obligation, requiring the lender to exhaust the real property security for such obligation first and/or limiting the ability of the lender to recover a deficiency judgment from the obligor following the lender's realization upon the collateral. These statutes may limit the right of the holders of the New Notes to recover on a Guarantee of the New Notes given by a guarantor that has also granted a lien on real estate owned by such guarantor.

Any grant of collateral might be avoidable by a trustee in bankruptcy.

        Any grant of collateral in favor of the collateral agent for the benefit of the trustee and the holders of the New Notes might be avoidable by the grantor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the grantor is insolvent at the time of the grant, the grant permits the holders of the New Notes to receive a greater recovery than if the grant had not been given and a bankruptcy proceeding in respect of the grantor is commenced within 90 days following the grant or, in certain circumstances, a longer period. The collateral will constitute inventory of real estate. As the inventory constituting second lien collateral is sold and new inventory is acquired, the granting of second priority liens on the new inventory will trigger a new 90-day "preference" period. It is possible, that liens on a substantial portion of the collateral at any time may have been granted during the preceding 90-day period.

We may not have the ability to raise the funds necessary to repurchase the New Notes upon a change of control as provided in the New Indenture, and such provision may discourage takeover attempts or removal of incumbent management that may otherwise be beneficial to holders of our common stock.

        Upon a change of control (as defined in the New Indenture), holders of the New Notes would have the right to require us to repurchase all of the New Notes, and we may also be required to repurchase or repay certain of our other indebtedness. We may not have sufficient funds at the time of either such event to make any required repurchase of the New Notes or any repurchase or repayment of other indebtedness. In addition, restrictions in the Credit Facility may not allow us to make such required repurchases. Moreover, any of our future debt agreements may contain restrictions on our ability to repurchase the New Notes in such circumstances or may have provisions that require us to make similar repurchases or repayments of other debt simultaneous with the repurchase of the New Notes. Whether or not prohibited by the terms of our Credit Facility, any failure to repurchase tendered New Notes would constitute an event of default and would accelerate our obligation to repurchase all of the New Notes and could lead to an event of default under the Credit Facility, the New Indenture and our other outstanding indentures. In addition, the holders' right to require us to repurchase the New Notes upon the occurrence of a change of control could, in certain circumstances, make more difficult or discourage a potential takeover that may be beneficial to the holders of our common stock, and may make it more difficult to remove incumbent management.

        A change of control constitutes in and of itself an event of default under the Credit Facility. In addition, under our indentures governing the New Notes, the Old Debentures and our 6% convertible

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subordinated debentures, an event of default under the Credit Facility that results in an acceleration of the obligations thereunder, may lead to an event of default under those indentures, and could lead to all indebtedness under the indentures to become due and payable. In that event, it is likely that we will not have sufficient funds to pay our obligations under the Credit Facility and the outstanding indentures, including the New Notes.

        The definition of "change in control" in the New Indenture includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our assets. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Notes to require us to repurchase such New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets to another person or group may be uncertain.

Our inability to comply with the restrictions imposed by the terms of our outstanding indebtedness could lead to the acceleration of all of our outstanding indebtedness. In that event, we may not have sufficient cash to fund our obligations under our outstanding indebtedness, including the New Notes.

        The indentures relating to the New Notes, the Old Debentures and our 6% convertible subordinated debentures, restrict, among other things, our ability to:

    •
    pay dividends on stock or make certain other restricted payments; and

    •
    sell substantially all of our assets or merge with other companies.

        If we fail to comply with these covenants, we would be in default under of the indentures referenced above, and the principal and accrued interest on the New Notes, the Old Debentures and our 6% convertible subordinated debentures, could become due and payable.

        In addition, the covenants in the New Indenture are more restrictive than those in the indentures governing the Old Debentures (see "Description of New Notes—Certain Covenants.") and the 6% convertible subordinated debentures, particularly with respect to:

    •
    incurring additional indebtedness;

    •
    paying dividends on our capital stock, redeeming or repurchasing our capital stock or subordinated obligations, or making investments;

    •
    engaging in transactions with affiliates;

    •
    limiting dividend and other payment restrictions affecting subsidiaries;

    •
    creating liens;

    •
    conducting asset sales or sale-lease-backs; and

    •
    consolidating or merging with or into other companies or selling all or substantially all of our assets.

        Our ability to comply with covenants contained in the New Indenture may be affected by events beyond our control, including economic, financial and industry conditions. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could require us to repay the New Notes prior to their maturity, which we may be unable to do. Even if we are able to comply with all the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

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        The Credit Facility contains many restrictive covenants similar to the covenants of our outstanding indentures and, in addition, incorporates the covenants and other obligations from the New Indenture. The covenants in the Credit Facility in other cases are more restrictive than those contained in the indentures. The Credit Facility also requires us to comply with an adjusted cash gain/loss covenant and a minimum liquidity covenant. If we breach any of the covenants, the lenders under the Credit Facility could declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If all amounts outstanding under the Credit Facility are declared immediately due and payable, we may not be able to repay in full such indebtedness or any other indebtedness, including the New Notes.

        The Credit Facility incorporates the events of default from the New Indenture. In addition, if we default under the indentures or the instruments governing our other indebtedness, that default could lead to a cross-default under the Credit Facility or the instruments governing our other indebtedness. See "Description of New Notes."

The Guarantees of the New Notes will be unsecured debt of the guarantors and will be subordinated to their obligations under the Credit Facility, which may reduce your ability to be paid under the Guarantees.

        The Guarantees of the New Notes will be unsecured debt of the guarantors and will be subordinated to their obligations under the Credit Facility, which may reduce your ability to be paid under the Guarantees. Upon (i) any payment or distribution to creditors of any guarantor in a liquidation or dissolution of such guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such guarantor or its property, (ii) an assignment for the benefit of creditors or (iii) any marshaling of such guarantor's assets and liabilities, the holders of debt under the Credit Facility will be entitled to receive payment in full, in cash, of all obligations due in respect of such debt before the holders of the New Notes will be entitled to receive any payment with respect to the Guarantees of the New Notes, and until all obligations with respect to such Credit Facility debt are paid in full, in cash, any payment or distribution to which the holders of the New Notes would be entitled generally will be made to the holders of such Credit Facility debt.

        In addition, all payments on the Guarantees of the New Notes may be blocked, in the event of a payment default under the Credit Facility, until such payment default is cured or waived, and in the event of other defaults, for up to 179 days in any period of 360 days.

        Because of these provisions, holders of the New Notes may receive less, ratably, under the Guarantees of the New Notes than the lenders under the Credit Facility would receive under the guarantees of that debt. In addition, the guarantors may incur substantial debt, including under the Credit Facility, in the future.

The Guarantees may not be enforceable and, under specific circumstances, courts may void the guarantees and require holders of New Notes to return payments received from the guarantors.

        Although the New Notes will be guaranteed by certain of our subsidiaries, a court could void or subordinate any guarantor's Guarantee under fraudulent conveyance laws if existing or future creditors of any such guarantor were successful in establishing that:

    •
    such guarantee was incurred with the intent to defraud creditors; or

    •
    such guarantor did not receive fair consideration or reasonably equivalent value for issuing its guarantee; and
    •
    was insolvent at the time of the guarantee;

    •
    was rendered insolvent by reason of the guarantee;

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      •
      was engaged in a business or transaction or about to engage in such business or transaction for which its assets constituted unreasonably small capital to carry on its business; or

      •
      intended to incur, or believed that it would incur, debt beyond its ability to pay such debt as it matured (as all of the foregoing terms may be defined in or interpreted under the relevant fraudulent transfer or conveyance statutes).

        The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred would vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court of competent jurisdiction. Generally, however, a company would be considered insolvent for purposes of the foregoing if:

    •
    the sum of the company's debts, including contingent, unliquidated and unmatured liabilities, is greater than such company's property at fair valuation;

    •
    the present fair saleable value of the company's assets is less than the amount that will be required to pay the probable liability on its existing debts as they become absolute and matured; or

    •
    the company is unable to pay its debts as they become due.

        Any Guarantee of the New Notes will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its Guarantee to be a fraudulent transfer. However, this provision may not be effective to protect such Guarantee from being voided under fraudulent conveyance laws.

        If a Guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any other reason, holders of the New Notes will not have a claim against such guarantor and will only be a creditor of the remaining guarantors, to the extent the Guarantee of those guarantors are not set aside or found to be unenforceable.

You cannot be sure that an active trading market will develop for the New Notes. If an active trading market does not develop for the New Notes, the liquidity and value of the New Notes may be diminished.

        We do not intend to apply for a listing of the New Notes on a securities exchange. There is currently no established market for the New Notes and the following is unknown:

    •
    the liquidity of any market for the New Notes;

    •
    the ability of holders to sell their New Notes; and

    •
    the price at which holders will be able to sell their New Notes.

        As a result, you may not be able to sell your New Notes at attractive prices or at all. A trading market or liquidity of any trading market for the New Notes may not develop. If a market for the New Notes does develop, prevailing interest rates, the markets for similar securities, changes in our financial performance or prospects or in the prospects of other companies in our industry and other factors could cause the New Notes to trade at prices lower than their initial market values or reduce the liquidity of the New Notes.

We may incur additional indebtedness ranking senior to, or equal to, the New Notes.

        At October 17, 2008 we had $76.8 million of outstanding senior indebtedness, $13.7 million of which is represented by standby letters of credit. We anticipate that from time to time we may incur

34


additional indebtedness in the future. Our level of indebtedness will have several important effects on our future operations, including, without limitation:

    •
    a portion of our cash flow from operations will be dedicated to the payment of any interest required with respect to outstanding indebtedness;

    •
    increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

    •
    depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be limited; and

    •
    our ability to pay our obligations under the New Notes could be adversely affected.

If we cannot meet the New York Stock Exchange's continued listing requirements, the NYSE may delist our common stock, which would have an adverse impact on the liquidity and market price of our common stock.

        Our common stock is currently listed on the NYSE. In the future, we may not be able to meet the continued listing requirements of the NYSE, which require, among other things; (i) that the average closing price of our common stock be above $1.00 over 30 consecutive trading days; (ii) that the average market capitalization over 30 consecutive trading days be at least $75 million or stockholders' equity be at least $75 million; and (iii) that the average market capitalization be at least $25 million over 30 consecutive trading days. Recently, the closing price of our common stock on the NYSE has been below $1.00. The closing price of our common stock on October 29, 2008 was $0.30 per share, our market capitalization was approximately $22.9 million, and our stockholders' equity was $96.1 million at July 27, 2008. On October 28, 2008, we received formal notification from NYSE Regulation, Inc. that we were not in compliance with Rule 802.01C of the NYSE's Listed Company Manual, which requires that our common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period for continued listing on the NYSE. This notification was subsequent to the trading of our common stock being moved to the NYSE's Arca market under a non-regulatory trading halt condition called a sub-penny halt. Our common stock will continue trading on the NYSE Arca market until it trades above $1.10 per share for an entire trading day. Under the NYSE continued listing standards, we must return to compliance with the $1.00 average share price standard within six months of our receipt of the noncompliance notice or our common stock, including the Shares, would be subject to delisting. During this six-month period, and subject to compliance with the NYSE's other continued listing standards, we expect that our common stock will continue to be listed on the NYSE.

        We are pursuing various solutions to satisfy the continued listing standard, including successful completion of the Exchange Offer and the satisfactory resolution in December 2008 of any Old Debenture repurchase obligations. In addition, we are continuing to develop and complete ongoing restructuring initiatives to improve operations and further reduce costs. A delisting of our common stock could negatively affect holders of Shares and us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional securities or obtain additional financing in the future.

There are risks associated with the Shares.

        The value of Shares may be adversely affected by a number of factors, including many of the risks described in this prospectus. If, for example, our stockholders decide to sell a substantial number of their shares of common stock, the value of the Shares could decline. Similarly, if we fail to comply with the covenants in the New Indenture, resulting in an event of default, the New Notes and a substantial

35


portion of our outstanding indebtedness could be accelerated, which could have a material adverse effect on the value of the Shares.

Provisions in our charter documents and Delaware law may make it difficult for a third party to acquire our company and could depress the price of our common stock.

        Delaware corporate law and our restated certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of the Company or our management. These provisions could also discourage a proxy contest and make it more difficult for stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for the Shares. These provisions include:

    •
    authorizing the board of directors to issue preferred stock;

    •
    prohibiting cumulative voting in the election of directors;

    •
    limiting the persons who may call special meetings of stockholders;

    •
    prohibiting stockholder action by written consent; and

    •
    establishing advance notice requirements for nominations for election to the board of directors for proposing matters that can be acted on by stockholders at stockholder meetings.

        We are also subject to certain provisions of Delaware law which could delay, deter or prevent us from entering into an acquisition, including Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in a business combination with an interested stockholder unless specific conditions are met. See "Description of Capital Stock."

Our stock price may be particularly volatile because of the industries we are in and may experience extreme fluctuations.

        The stock market in general has recently experienced extreme price and volume fluctuations. In addition, the market prices of securities of companies in the recreational vehicle and manufactured housing industries have been volatile, and have experienced fluctuations that have often been unrelated to or disproportionate to the operating performance of such companies. These broad market fluctuations could adversely affect the price of the New Notes and Shares.

Recent actions taken by the SEC in connection with the implementation of rules relating to "naked" short selling may not effectively prevent security holders from engaging in short sales, which could further contribute to downward pressure on the trading price of our common stock.

        The SEC recently adopted various rules and rule amendments to address potentially manipulative short selling activities, including adopting new anti-fraud rule, Rule 10b-21 under the Securities Exchange Act of 1934 to address naked short selling, amending Rule 203 of Regulation SHO to eliminate an exception for certain options market makers, and adopting new Rule 204T of Regulation SHO, which generally mandates that sales transactions for common stock be closed out on the fourth day following the trade's date. In particular, Rule 10b-21 implements new short selling rules to strengthen investor protections against "naked" short selling, where the seller does not actually borrow the stock and fails to deliver it in time for settlement. Rule 10b-21 applies to the equity securities of all public companies and became effective on October 17, 2008. Among other things, the new rule imposes penalties on short sellers, including broker-dealers, acting for their own accounts, who deceive specified persons about their intention or ability to deliver securities in time for settlement and that fail to deliver shares by the close of business on the settlement date. As a result, a holder of New Notes may have limited ability to hedge their investment. However, the full effects of the recent SEC actions, if any, are not clear, including whether such actions will deter short selling, reduce any downward

36


movement in the price of our common stock, or lessen the ability of holders of New Notes to hedge their investment.

We are not currently paying dividends on our common stock, and we are deferring payment of distributions on our convertible trust preferred securities.

        In 2001, we discontinued the payment of dividends on our common stock and temporarily deferred distributions on our 6% convertible trust preferred securities before repaying them in full in February 2006. In April 2008, we again elected to defer payment of the distributions on the convertible trust preferred securities, the terms of which provide for the option to defer distributions for a period of up to 20 consecutive quarters. During the period in which we are deferring distributions on the 6% convertible trust preferred securities, we cannot declare or pay any dividends on our common stock. Even after we resume making distributions on the 6% convertible trust preferred securities, our board of directors does not currently contemplate paying dividends on our common stock and may not for the foreseeable future.

37


 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table sets forth selected consolidated financial and other data for each of the fiscal years ended in April of 2008, 2007, 2006, 2005 and 2004 and for the three months ended July 27, 2008 and July 29, 2007. The selected consolidated financial and other data below is only a summary and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements contained in the annual, quarterly and current reports filed by us with the SEC. See "Where You Can Find More Information." The historical financial information presented may not be indicative of our future performance.

 
   Three Months Ended   Fiscal Years Ended April(1)  
 
   July 27, 2008   July 29, 2007   2008   2007   2006   2005   2004  
 
   (Amounts in thousands, except per share data)
  

Net sales

   $ 289,912   $ 488,322   $ 1,659,980   $ 1,919,347   $ 2,348,382   $ 2,289,531   $ 2,256,417  
                               

Operating Income (loss)

   $ (23,233 ) $ 5,693   $ 17,833   $ (57,779 ) $ 35,720   $ (17,564 ) $ 79,721  
                               

Income (loss) from continuing operations before income taxes

   $ (27,364 ) $ 1,494   $ (718 ) $ (58,904 ) $ 11,495   $ (45,252 ) $ 36,659  
                               

Benefit (provision) for income taxes

     (406 )   (3,805 )   3,637     (19,109 )   (11,345 )   (1,351 )   (18,449 )
                               

Income (loss) from continuing operations

     (27,770 )   (2,311 )   2,919     (78,013 )   150     (46.603 )   18,210  
                               

Loss from discontinued operations, net

     (1,308 )   (35 )   (3,932 )   (11,948 )   (28,587 )   (114,856 )   (40,471 )
                               

Net loss

   $ (29,078 ) $ (2,346 ) $ (1,013 ) $ (89,961 ) $ (28,437 ) $ (161,459 ) $ (22,261 )
                               

Earnings (loss) per common share—diluted:

                                            

Income (loss) from continuing operations

   $ (.41 ) $ (.04 ) $ .05   $ (1.22 ) $ —   $ (.84 ) $ .46  
                               

Loss from discontinued operations

     (.01 )   —     (.07 )   (.19 )   (.47 )   (2.08 )   (1.03 )
                               

Net loss per common share

   $ (.42 ) $ (.04 ) $ (.02 ) $ (1.41 ) $ (.47 ) $ (2.92 ) $ (.57 )
                               

Weighted average common shares—diluted

     68,476     64,160     64,511     63,964     60,182     55,332     39,342  
                               

Balance sheet data at end of period:

                                            

Cash, restricted cash and marketable investments

   $ 85,657   $ 51,002   $ 100,139   $ 76,288   $ 145,908   $ 45,475   $ 123,821  

Property, plant and equipment, net

     143,945     180,547     146,573     185,454     210,100     223,879     220,886  

Total assets

     590,140     687,131     625,571     703,171     862,035     1,010,247     1,075,709  

Short-term debt

     104,482     4,884     9,568     7,314     7,476     56,661     5,738  

Long-term debt

     171,448     280,273     176,287     277,650     333,341     319,088     374,950  

Total liabilities

     494,057     602,042     539,303     617,164     691,090     884,791     829,427  

Shareholders' equity

     96,083     85,089     86,268     86,007     170,945     125,456     246,282  

Other Data:

                                            

Gross profit margin

     12.7 %   14.8 %   15.1 %   13.8 %   17.5 %   16.9 %   17.7 %

Operating income (loss) margin

     (8.0 )%   1.1 %   1.1 %   (3.0 )%   1.5 %   (0.8 )%   3.5 %

Depreciation and amortization

   $ 4,325   $ 5,241   $ 19,538   $ 25,074   $ 23,387   $ 22,203   $ 23,087  

Capital expenditures

     2,122     2,083     6,019     7,752     15,303     32,528     25,432  

Cash flow provided by (used in) operations

     (41,463 )   (30,235 )   (31,049 )   (31,345 )   39,635     (77,871 )   (2,343 )

Cash flow provided by (used in) investing activities

     15,677     4,259     35,653     3,561     (16,508 )   (23,202 )   (20,592 )

Cash flow provided by (used in) financing activities

     28,546     986     1,764     (35,175 )   37,027     40,910     119,733  

Cash flow provided by (used in) discontinued operations

     (324 )   26,535     (494 )   (8,523 )   33,187     (20,551 )   (46,936 )
(1)
We use a fiscal year ending on the last Sunday of April in each year.

38


 USE OF PROCEEDS

        We will not receive any cash proceeds from the Exchange Offer. We will pay all fees and expenses related to the Exchange Offer, other than any commissions or concessions of any broker or dealer.


RATIOS OF EARNINGS TO FIXED CHARGES

        The following table sets forth our consolidated ratios of earnings to fixed charges as of and for the periods shown:

 
    
   For the Fiscal Year Ended April(1)  
 
   For the Quarter Ended
July 27, 2008 		 
 
   2008   2007   2006   2005   2004  

Ratio of Earnings to Fixed Charges(2)

     — (3)   — (3)   — (3)   1.4     — (3)   1.8  
(1)
We use a fiscal year ending on the last Sunday of April in each year.

(2)
The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges, and these ratios are unaudited for all periods presented. For purposes of computing these ratios, earnings represent income (loss) from continuing operations before income taxes and cumulative effect of accounting change and fixed charges. Fixed charges include all interest expense, the portion of rental expense considered to be a reasonable estimate of the interest factor, and the amortization of capitalized expenses related to indebtedness.

(3)
Our ratios of earnings to fixed charges for the first quarter of fiscal 2009 and the fiscal years ended 2008, 2007 and 2005 were not meaningful since earnings were inadequate to cover fixed charges by $27.4 million, $0.7 million, $58.9 million and $45.3 million, respectively.

39


 PRICE RANGE OF COMMON STOCK

        The following table lists the high and low sales prices for our common stock during the past three fiscal years as reported on the New York Stock Exchange Composite Tape, along with information on dividends declared per share during the same periods. Our common stock is listed on the New York Stock Exchange (Ticker Symbol: FLE).

 
   Price    
  
 
   Dividends
Declared 		 
 
   High   Low  

Fiscal Year Ended April 30, 2006

                    
 

First Quarter

   $ 11.54   $ 9.37   $ 0.00  
 

Second Quarter

     13.69     8.78     0.00  
 

Third Quarter

     12.60     10.22     0.00  
 

Fourth Quarter

     12.34     9.37     0.00  

Fiscal Year Ended April 29, 2007

                    
 

First Quarter

   $ 10.24   $ 6.42   $ 0.00  
 

Second Quarter

     8.28     6.33     0.00  
 

Third Quarter

     9.44     6.59     0.00  
 

Fourth Quarter

     9.74     7.11     0.00  

Fiscal Year Ended April 27, 2008

                    
 

First Quarter

   $ 11.41   $ 8.15   $ 0.00  
 

Second Quarter

     11.14     7.82     0.00  
 

Third Quarter

     9.56     4.45     0.00  
 

Fourth Quarter

     5.25     3.37     0.00  

Fiscal Year Ending April 26, 2009

                    
 

First Quarter

   $ 4.40   $ 1.82   $ 0.00  
 

Second Quarter

   $ 2.92   $ 0.35   $ 0.00  

        On October 29, 2008, the closing sales price for our common stock as reported by the New York Stock Exchange was $0.30 per share.

        We had approximately 869 common stockholders of record as of October 29, 2008.


DIVIDEND POLICY

        Our board of directors has no current plans to resume the payment of dividends on our common stock. Additionally, we cannot declare or pay any dividends on our common stock if we are deferring distributions on the 6% convertible trust preferred securities. In April 2008, we elected to defer payment of the distributions on the convertible trust preferred securities, the terms of which provide for the option to defer distributions for up to 20 consecutive quarters. One of the covenants in the New Indenture would prohibit us from paying distributions on our 6% convertible trust preferred securities if they could be deferred.

40


 ACCOUNTING TREATMENT

        We will derecognize the carrying amount of any Old Debentures that are exchanged and will recognize the New Notes and Shares at amounts equal to their fair values. Any difference between the fair value of the New Notes and the carrying value of the Old Debentures will be recorded as a gain or loss on extinguishment of the Old Debentures. Also, we expect that we will incur expenses of approximately $5 million, based on estimated legal, dealer-manager, trustee, printing and other expenses associated with the Exchange Offer. These expenses will be deferred and amortized over the term of the related New Notes.

41


 CAPITALIZATION

        The following table sets forth our capitalization (i) as of July 27, 2008 on a preliminary, unaudited basis and (ii) on an as adjusted basis, giving effect to the consummation of the Exchange Offer assuming that all outstanding Old Debentures are exchanged for New Notes and Shares (assuming a price of $0.75 per Share, the Shares Value of $10.5 million and 14,000,000 Shares being issued) and reflecting the estimated expenses of the Exchange Offer. This table should be read together with "Selected Consolidated Financial and Other Data," and our consolidated financial statements and the related notes incorporated by reference into this prospectus.

 
   As of July 27, 2008   As Adjusted  
 
   (In thousands)
  

Cash(1)

   $ 60,698   $ 42,077  

Marketable investments available-for-sale

     24,959     24,959  
           
 

Total cash and cash equivalents

   $ 85,657   $ 67,036  
           

Short-term indebtedness:

              
 

5% Convertible Senior Subordinated Debentures due 2023

   $ 100,000   $ —  
 

Other short-term borrowings(1)

     4,482     1,339  
 

Accrued interest

     5,810     5,810  
           
   

Total short-term indebtedness

   $ 110,292   $ 7,149  
           

Long-term indebtedness

              
 

Senior Secured Notes due 2011(2)

   $ —   $ 93,000  
 

6% Convertible Subordinated Debentures due 2028

     160,142     160,142  
 

Other long-term borrowings(1)

     11,306     828  
           
   

Total long-term indebtedness

   $ 171,448   $ 253,970  
           

Shareholders' equity:

              
 

Preferred stock, par value $1 per share, 10,000,000 shares authorized, none issued and outstanding

     —     —  
 

Common stock, $0.01 par value, authorized 300,000,000 shares, outstanding 76,257,522(3) at July 27, 2008 and 90,257,522, as adjusted

   $ 763   $ 903  
 

Other shareholders' equity(4)

     95,320     102,180  
           
   

Total shareholders' equity

     96,083     103,083  
           
     

Total capitalization

   $ 377,823   $ 364,202  
           
(1)
The change in cash reflects estimated expenses of $5 million relating to the Exchange Offer as well as a paydown of the term loan under the Credit Facility of $13.6 million with a corresponding reduction to other short and long-term borrowings.

(2)
Represents the estimated fair value of the New Notes assuming all of the currently outstanding Old Debentures are exchanged for New Notes. This estimated fair value is subject to change based upon the actual number of Old Debentures tendered for New Notes and fair values observed for similar instruments in active markets. This estimated fair value is subject to changes until the Exchange Offer is completed.

(3)
Outstanding shares exclude the shares reserved for issuance upon conversion of the 6% convertible trust securities or the Old Debentures and shares exercisable under our stock option plan.

(4)
The Shares to be issued in the Exchange Offer are included in shareholders' equity using a price of $0.50 per Share, which represents an illustrative price at the date of issuance.

42


 THE CREDIT FACILITY AMENDMENT

        In connection with the Exchange Offer, on October 29, 2008, the Company entered into the Credit Facility Amendment to permit the consummation of the Exchange Offer. The following description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Facility Amendment, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part, and is incorporated herein by reference. Capitalized terms used but not otherwise defined in this section shall, unless the context otherwise requires, have the meaning ascribed to such terms in the Credit Facility Amendment, as applicable.

        Pursuant to the Credit Facility Amendment, the Company is permitted to exchange the Old Debentures for senior secured notes or senior subordinated notes in principal amounts and on terms no less favorable to the lenders under the Credit Facility than those set forth in the Credit Facility Amendment. The Credit Facility Amendment also provides for increases in the interest rate and letter of credit fees applicable to the Credit Facility and replaces the fixed charge coverage ratio covenant with an adjusted cash gain/loss covenant and a minimum liquidity covenant. The adjusted cash gain/loss covenant applies if our average daily liquidity, defined as cash, cash equivalents, and unused borrowing capacity, falls below $45 million for any calendar month or if liquidity falls below $25 million on any one day. In the event that we do not meet this minimum liquidity test, our EBITDA minus fixed charges may not exceed certain loss thresholds which will vary over the remaining term of the Credit Agreement. Additionally we are subject to a minimum liquidity covenant that requires that liquidity not fall below $20 million for more than three consecutive business days.

        As of the effective date of the Credit Facility Amendment, the aggregate revolving commitments thereunder were reduced from $160,000,000 (or $185,000,000 during the period from December 1 to April 30 of each calendar year) to $135,000,000. In addition, the Company has prepaid all term loans under the Credit Facility and the Agent under the Credit Facility has been authorized to release all security interests on Real Estate constituting Term Loan Collateral under the Credit Facility; provided that certain properties which constituted Term Loan Collateral were recharacterized as "boot collateral" and such properties will continue to secure Revolving Loans under the Credit Facility so that the aggregate value of all "boot collateral" is not less than $37,000,000.

        The Credit Facility Amendment permits the New Notes to be secured by second priority Liens on real estate that constitutes collateral securing the obligations under the Credit Facility and first priority liens on additional real estate that does not constitute collateral securing the obligations under the Credit Facility. Each lien on real estate is subject to the lien priority set forth in the Intercreditor Agreement and each lien on any real estate will be automatically released to the extent required by the Intercreditor Agreement. In addition, all obligations and liabilities pursuant to such liens securing the New Notes have to be limited in recourse to such property and otherwise non-recourse to the grantor thereof and its other assets. The aggregate value of all real estate that does not constitute Collateral under the Credit Facility securing the New Notes at the time of the granting of the Lien thereon may not exceed the sum of $20,000,000 and such amount as shall have been notified to the Agent under the Credit Facility and applied to reduce the Maximum Real Estate Loan Amount as defined in the Credit Facility.

        The Credit Facility Amendment incorporates all covenants and events of default under the New Notes so that any breach of a covenant under the New Notes will constitute a default under the Credit Facility and any event of default under the New Notes will constitute an event of default under the Credit Facility.

        Pursuant to the Credit Facility Amendment, the Company will not be permitted to amend or otherwise change the terms of the New Notes, other than (i) to add or replace or substitute Real Estate collateral therefor pursuant to the terms of the New Notes and the Intercreditor Agreement and with respect to which such added or replacement Liens are permitted to be granted under the Credit

43


Facility, (ii) to release any Lien securing the New Notes, (iii) to reduce the amount of obligations secured by any lien securing the New Notes, and (iv) with the agent's consent, to conform mortgage documents to the mortgage documents entered into in connection with the Credit Facility.

        The Credit Agreement Amendment provides for certain other amendments to take into account the Intercreditor Agreement and the New Notes, the collateral on real property to be granted as security for the obligations under the New Notes and to clarify that Obligations under the Credit Facility are "Senior Indebtedness" and "Designated Senior Debt" under the New Notes.

44


 THE EXCHANGE OFFER

Purpose of the Exchange Offer

        We are conducting the Exchange Offer so that we can meet our obligations to repurchase Old Debentures, if any, that are put to us on December 15, 2008. We have the option to elect to pay the repurchase price in cash, our common stock, or a combination of cash and our common stock. However, we do not currently anticipate having sufficient liquidity to repurchase all outstanding Old Debentures in cash and, depending on the price of our common stock during the 20 consecutive trading days preceding December 12, 2008, we may not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. As a result, we are offering holders of Old Debentures the New Notes, which will (i) provide an increase in yield, (ii) be subordinated in right of payment to our other outstanding indebtedness, (iii) benefit from subsidiary guarantees and (iv) be secured by certain of our real property; and Shares of our common stock. We anticipate that a successful Exchange Offer would benefit all of our constituencies while significantly reducing our short-term obligation to repurchase the Old Debentures during current difficult financial and operating circumstances.

        Given our liquidity position, we currently intend to settle our obligations to repurchase Old Debentures that can be put to us on December 15, 2008 by issuing shares of common stock, in accordance with the indenture governing the Old Debentures. However, if the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 consecutive trading days ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of October 29, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition, our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Furthermore, to the extent we issue more shares of our common stock to satisfy such repurchase obligations, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors. Please see the discussion set forth in the section of this prospectus entitled "Risk Factors" for more information on the possible consequences if the Exchange Offer is not successfully completed.

Terms of the Exchange Offer

        We are offering to exchange up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares, for any and all Old Debentures validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal. You may tender your Old Debentures for exchange by following the procedures described under the heading "—Procedures for Tendering Old Debentures."

        For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes initially bearing interest at a combined rate

45


of 12%, based on satisfaction of the Minimum Tender Condition, and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the applicable Shares Value, as set forth in the table below, by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater, and (b) is the number of $1,000 principal amount of Old Debentures that are tendered and accepted in the Exchange Offer. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

        Holders of Old Debentures may call the Information Agent at 1 (800)-322-2885 on the second trading day before the Expiration Date to confirm (i) the number of Shares offered for each $1,000 principal amount of Old Debentures accepted in the Exchange Offer and (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date. Additionally, holders of Old Debentures may call the Information Agent during such 20-trading-day period to confirm the Volume Weighted Average Price for each of the preceding trading days in such 20-trading-day period and the arithmetic average thereof.

        Based on the aggregate principal amount of Old Debentures (i) tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) subject to and tendered in accordance with Tender Agreements, there may be Applicable Increased Consideration (increasing the initial rate of PIK Interest and the Shares Value) as set forth in the table below. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

Principal Amount of Old Debentures Tendered
and Not Withdrawn or Subject to and Tendered
in Accordance with Tender Agreements
  Cash
Interest 		  Initial PIK
Interest 		  Initial Combined
Interest Rate
on New Notes 		  Semi-annual Step-Up
in PIK Interest (total
PIK Interest is capped
at 9%, in any event) 		  Shares Value  

$33.5 - 54.999 million

     5.00 %   7.00 %   12.00 %   0.50 % $ 4.0 million  

$55.0 - 69.999 million

     5.00 %   7.67 %   12.67 %   0.50 % $ 6.2 million  

$70.0 - 84.999 million

     5.00 %   8.33 %   13.33 %   0.50 % $ 8.4 million  

$85.0 million and more

     5.00 %   9.00 %   14.00 %   0.00 % $ 10.5 million  

        You may tender some or all of your Old Debentures in the Exchange Offer. However, holders of the Old Debentures must tender their Old Debentures in a minimum of $1,000 in principal amount and integral multiples of $1,000. We will only accept for exchange tenders of the Old Debentures in integral multiples of $1,000 principal amount. See "—Acceptance of Old Debentures for Exchange; Delivery of the New Notes and Shares" for more information.

        The Exchange Offer is not being made to, and we will not accept tenders for exchange from, holders of the Old Debentures in any jurisdiction in which the Exchange Offer or the acceptance of the offers would not be in compliance with the securities or blue sky laws of that jurisdiction.

        Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures. Similarly, neither the Exchange Agent, the Dealer-Manager nor the Information Agent is making any such recommendation. In addition, we have not authorized anyone to make any such recommendation. We have not retained and do not intend to retain any unaffiliated representative to act for holders of the Old Debentures or to prepare a report concerning the fairness of the Exchange Offer. You must make your own decision whether to tender your Old Debentures for exchange in the Exchange Offer.

Exchange Offer Expiration Date

        The Expiration Date for the Exchange Offer is December 5, 2008, unless we extend the Exchange Offer. We may extend this expiration date for any reason. The last date on which tenders will be

46


accepted, whether on December 5, 2008 or any later date to which the Exchange Offer may be extended, is referred to as the "Expiration Date." Tenders will be accepted until 5:00 p.m., New York City time, on the Expiration Date.

Extensions; Amendments

        We expressly reserve the right, in our reasonable discretion, for any reason to:

    •
    delay the acceptance of the Old Debentures tendered for exchange, for example, in order to allow for the rectification of any irregularity or defect in the tender of the Old Debentures, provided that in any event we will promptly issue the New Notes and Shares or return tendered Old Debentures after expiration or withdrawal of the Exchange Offer;

    •
    extend the time period during which the Exchange Offer is open, by giving oral or written notice of an extension to the holders of the Old Debentures in the manner described below, during which extension all Old Debentures previously tendered and not withdrawn will remain subject to the Exchange Offer;

    •
    waive (to the extent waivable by us) or amend any of the terms or conditions of the Exchange Offer; and/or

    •
    terminate the Exchange Offer, as described under "—Conditions to Completion of the Exchange Offer" below.

        If we consider an amendment to the Exchange Offer to be material, or if we waive a material condition of the Exchange Offer, we will promptly disclose the amendment or waiver in a prospectus supplement or post-effective amendment, as appropriate, and if required by law, we will extend the Exchange Offer for a period of five to 20 business days. To the extent there is Applicable Increased Consideration, we will amend the Exchange Offer. Any such amendment will be announced by press release no less than ten business days prior to the Expiration Date.

        We will promptly give oral or written notice of any extension, amendment, non-acceptance or termination of the Exchange Offer to the holders of the Old Debentures. In the case of any extension (including if due to any Applicable Increased Consideration), we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. In the case of an amendment to any of the terms or conditions of the Exchange Offer, we will issue a press release or other public announcement.

Procedures for Tendering Old Debentures

        Your tender of Old Debentures to us and our acceptance of your tender will constitute a binding agreement between you and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

         Tender of Old Debentures Held Through a Custodian.    If you are a beneficial owner of the Old Debentures that are held of record by a custodian bank, depositary institution, broker, dealer, trust company or other nominee, you must instruct the custodian, or such other record holder, to tender the Old Debentures on your behalf. Your custodian will provide you with its instruction letter, which you must use to give these instructions.

         Tender of Old Debentures Held Through DTC.    Any beneficial owner of the Old Debentures held of record by DTC, or its nominee, through authority granted by DTC, may direct the DTC participant through which the beneficial owner's Old Debentures are held in DTC, to tender on such beneficial owner's behalf. To effectively tender Old Debentures that are held through DTC, DTC participants should transmit their acceptance through DTC's ATOP system, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message (as described

47


below) to the Exchange Agent for its acceptance. Delivery of tendered Old Debentures must be made to the Exchange Agent pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. No letters of transmittal will be required to tender the Old Debentures through ATOP.

        In addition:

    •
    the Exchange Agent must receive a completed and signed letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system indicating the aggregate principal amount of Old Debentures to be tendered and any other documents required by the letter of transmittal; and

    •
    prior to 5:00 p.m., New York City time, on the Expiration Date,
    •
    the Exchange Agent must receive a confirmation of book-entry transfer of such Old Debentures, into the Exchange Agent's account at DTC, in accordance with the procedure for book-entry transfer described below; or

    •
    the holder must comply with the guaranteed delivery procedures described below.

        Your Old Debentures held through DTC should be tendered by book-entry transfer. The Exchange Agent will establish an account with respect to the Old Debentures at DTC for purposes of the Exchange Offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC should make book-entry delivery of the Old Debentures by having DTC transfer such Old Debentures into the Exchange Agent's relevant account at DTC in accordance with DTC's procedures for transfer. Although your Old Debentures will be tendered through the DTC facility, the letter of transmittal, or facsimile, or an electronic confirmation pursuant to DTC's ATOP system, with any required signature guarantees and any other required documents must be transmitted to and received or confirmed by the Exchange Agent at its address set forth on the back cover of this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. You or your broker must ensure that the Exchange Agent receives an agent's message from DTC confirming the book-entry transfer of your Old Debentures. An agent's message is a message transmitted by DTC and received by the Exchange Agent that forms a part of the book-entry confirmation, which states that DTC has received an express acknowledgement from the DTC participant tendering the Old Debentures that such participant agrees to be bound by, and makes each of the representations and warranties contained in, the letter of transmittal, and that such participant agrees that the Company may enforce the letter of transmittal against such participant.

        If you are an institution that is a participant in DTC's book-entry transfer facility, you should follow the same procedures that are applicable to persons holding the Old Debentures through a financial institution.

        Do not send letters of transmittal or other Exchange Offer documents to us or to the Dealer-Manager.

        It is your responsibility to ensure that all necessary materials are received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. If the Exchange Agent does not receive all of the required materials prior to 5:00 p.m., New York City time, on the Expiration Date, your Old Debentures will not be validly tendered. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent.

        Any Old Debentures not accepted for exchange for any reason will be promptly returned, without expense, to the tendering holder after the expiration or termination of the Exchange Offer.

        We will have accepted the validity of tendered Old Debentures if and when we give oral or written notice to the Exchange Agent. The Exchange Agent will act as the tendering holders' agent for purposes of receiving the New Notes from us. If we do not accept any tendered Old Debentures for

48


exchange because of an invalid tender or the occurrence of any other event, the Exchange Agent will return those Old Debentures to you without expense, promptly after the Expiration Date, via book-entry transfer through DTC.

Binding Interpretations

        We will determine in our reasonable discretion all questions as to the validity, form, eligibility and acceptance of the Old Debentures tendered for exchange. Our determination will be final and binding. We reserve the absolute right to reject any and all invalid tenders of any particular Old Debentures or to not accept any particular Old Debentures, which acceptance might, in our reasonable judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities in the tender of the Old Debentures. Unless waived, any defects or irregularities in connection with tenders of the Old Debentures for exchange must be cured within such reasonable period of time as we shall determine. None of us, the Exchange Agent or any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of the Old Debentures for exchange, nor shall we or the Exchange Agent or any other person incur any liability for failure to give such notification.

Acceptance of Old Debentures for Exchange; Cash Out of Fractional Issuances; Delivery of the New Notes and Shares

        Once all of the conditions to the Exchange Offer are satisfied or waived, we will accept all Old Debentures validly tendered and will cause the issuance and delivery of the New Notes and Shares promptly after the Expiration Date. The discussion under the heading "—Conditions to Completion of the Exchange Offer" provides further information regarding the conditions to the Exchange Offer. For purposes of the Exchange Offer, we will be deemed to have accepted validly tendered Old Debentures for exchange when, as and if we have given oral or written notice to the Exchange Agent, with written confirmation of any oral notice to be given promptly after giving such notice.

        The New Notes issued upon consummation of the Exchange Offer will be issued in denominations of $1,000 and any integral multiples of $1,000.

        Holders who tender Old Debentures in exchange for a principal amount of New Notes not evenly divisible by $1,000 will receive cash in an amount equal to the excess principal amount of New Notes not evenly divisible by $1,000.

        No fractional Shares will be issued in the Exchange Offer. In lieu of any fractional Shares that otherwise would be issuable, we will pay cash equal to the product of such fraction multiplied by the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater.

        However, in no event shall we be obligated to pay more than $200,000 in cash in lieu of fractional issuances of New Notes (excess principal amounts of New Notes not evenly divisible by $1,000) and Shares in the Exchange Offer. See "—Conditions to Completion of the Exchange Offer."

        In all cases, issuance of the New Notes and Shares for the Old Debentures that are accepted for exchange in the Exchange Offer will be made only after timely receipt by the Exchange Agent of:

    •
    a book-entry confirmation of such Old Debentures into the Exchange Agent's account at the DTC book-entry transfer facility;

    •
    a properly completed and duly executed letter of transmittal or an electronic confirmation of the submitting holder's acceptance through DTC's ATOP system; and

    •
    all other required documents, if any.

49

Book-Entry Transfer

        The Exchange Agent will make a request to establish an account with respect to the Old Debentures at DTC for purposes of the Exchange Offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of Old Debentures by causing DTC to transfer the Old Debentures into the Exchange Agent's account at DTC in accordance with DTC's procedures for transfer. Holders of Old Debentures who are unable to deliver confirmation of the book-entry tender of their Old Debentures into the Exchange Agent's account at DTC or all other documents required by the letter of transmittal to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date must tender their Old Debentures according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        If you desire to tender your Old Debentures and you cannot complete the procedures for book-entry transfer set forth above on a timely basis, you may still tender your Old Debentures if:

    •
    your tender is made through an eligible institution;

    •
    prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent received from the eligible institution a properly completed and duly executed letter of transmittal, or a facsimile of such letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, that:

    (1)
    sets forth the name and address of the holder of the Old Debentures tendered;

    (2)
    states that the tender is being made thereby; and

    (3)
    guarantees that within three New York Stock Exchange trading days after the Expiration Date a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the Exchange Agent; and

    •
    book-entry confirmation and all other documents, if any, required by the letter of transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

Withdrawal Rights

        Except as otherwise restricted pursuant to a Tender Agreement, you may validly withdraw your tender of Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        For a withdrawal to be valid, the Exchange Agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, set forth on the back cover of this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. Any notice of withdrawal must:

    •
    specify the name of the person who tendered the Old Debentures to be withdrawn;

    •
    contain a statement that you are withdrawing your election to have your Old Debentures exchanged;

    •
    identify the Old Debentures to be withdrawn (including the certificate number or numbers, if applicable, and principal amount of such Old Debentures);

    •
    specify the principal amount of Old Debentures to be withdrawn;

50

    •
    be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Old Debentures were tendered, including any required signature guarantees; and

    •
    if you have tendered your Old Debentures in accordance with the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn Old Debentures and otherwise comply with the procedures of such facility.

        Any Old Debentures that have been tendered for exchange, but which are not exchanged for any reason, will be credited to an account maintained with the book-entry transfer facility for the Old Debentures, as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Validly withdrawn Old Debentures may be re-tendered by following the procedures described under the heading "—Procedures for Tendering Old Debentures" above, at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Return of Old Debentures Not Accepted for Exchange

        If we do not accept any tendered Old Debentures for any reason set forth in the terms and conditions of the Exchange Offer, the unaccepted or non-exchanged Old Debentures tendered by book-entry transfer into the Exchange Agent's account at the book-entry transfer facility will be returned in accordance with the book-entry procedures described above, and the Old Debentures that are not to be exchanged will be credited to an account maintained with DTC, promptly after the expiration or termination of the Exchange Offer.

Conditions to Completion of the Exchange Offer

        Notwithstanding any other provisions of this Exchange Offer, we will not be required to accept for exchange any Old Debentures tendered, and we may terminate or amend the Exchange Offer, if any of the following conditions precedent to the Exchange Offer is not satisfied, or is reasonably determined by us not to be satisfied, and, in our reasonable judgment, the failure of the condition makes it inadvisable to proceed with the Exchange Offer:

    •
    At least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn.

    •
    The number of Shares to be issued pursuant to the Exchange Offer shall not, when combined with the number of shares of our common stock then outstanding and reserved for issuance, exceed the number of shares of our authorized common stock.

    •
    The First Lien Collateral (as defined in the section of this prospectus entitled "Description of the New Notes") shall be valued by appraisal as described in the section of this prospectus entitled "Description of the New Notes—Collateral."

    •
    The registration statement of which this prospectus forms a part shall have become effective and no stop order suspending the effectiveness of the registration statement and no proceedings for such purpose shall have been instituted or be pending, or to our knowledge, be contemplated or threatened by the SEC.

    •
    We shall not be obligated to pay more than $200,000 in cash in lieu of fractional issuances of New Notes (excess principal amounts of New Notes not evenly divisible by $1,000) and Shares in the Exchange Offer.

    •
    No action or event shall have occurred, failed to occur or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the Exchange Offer,

51

      by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

      •
      challenges the making of the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer, or

      •
      in our reasonable judgment, could materially adversely affect our business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects, or would be material to holders of the Old Debentures in deciding whether to accept the Exchange Offer.

    •
    (a) Trading generally shall not have been suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the Nasdaq Stock Market; (b) there shall not have been any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market; (c) no general banking moratorium shall have been declared by federal or New York authorities; and (d) there shall not have occurred subsequent to the date of this prospectus any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if the effect of any such outbreak, escalation, declaration, calamity or emergency has a reasonable likelihood to make it impractical or inadvisable to proceed with completion of the Exchange Offer. Without limiting the generality of the foregoing, it would be impracticable or inadvisable to proceed with the completion of the Exchange Offer if the risk of liability to us exceeds the value to us of the Exchange Offer.

    •
    The trustee under the indenture governing the Old Debentures shall not have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of, the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer; nor shall the trustee or any holder of the Old Debentures have taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer.

    •
    No default or event of default under our Credit Facility shall have occurred and be continuing.

        The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, in our reasonable discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

        If any of the foregoing conditions is not satisfied, we may, at any time before the expiration of the Exchange Offer:

    •
    terminate the Exchange Offer and return all tendered Old Debentures to the holders thereof;

    •
    modify, extend or otherwise amend the Exchange Offer and retain all tendered Old Debentures until the Expiration Date, as it may be extended, subject, however, to the withdrawal rights described in "—Withdrawal Rights" above; or

    •
    waive the unsatisfied conditions (if waivable by us) and accept all Old Debentures tendered and not previously withdrawn.

        Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the Exchange Offer which, if not complied with or obtained, would have a material adverse effect on us.

52

No Appraisal Rights

        Holders of Old Debentures do not have dissenters' rights of appraisal in connection with the Exchange Offer.

Legal Limitation

        The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion (to the extent such condition is waivable by us). Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time, and from time to time.

        In addition, we will not accept for exchange any Old Debentures tendered, and no New Notes or Shares will be issued in exchange for any such Old Debentures, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the New Indenture under the Trust Indenture Act of 1939, as amended.

Fees and Expenses

        Barclays Capital Inc. is acting as the Dealer-Manager in connection with the Exchange Offer. We will pay the Dealer-Manager a fee for its services in connection with the Exchange Offer, which services will include assisting in the solicitation of tenders of the Old Debentures and communicating with brokers, dealers, banks, trust companies, nominees and other persons with respect to the Exchange Offer. The obligations of the Dealer-Manager are subject to certain conditions, including the truth of representations and warranties made by us to the Dealer-Manager, the performance by us of our obligations in connection with the Exchange Offer and the receipt of legal opinions and certificates by the Dealer-Manager. We have agreed to indemnify the Dealer-Manager against certain liabilities, including liabilities under the federal securities laws, or to contribute to payments that the Dealer-Manager may be required to make in respect thereof. Questions regarding the terms of the Exchange Offer may be directed to the Dealer-Manager at the address set forth on the back cover of this prospectus.

        From time to time, the Dealer-Manager and its affiliates have provided investment banking and other services to us for customary compensation. The Dealer-Manager, in the ordinary course of business, also makes markets in our securities, including the Old Debentures. As a result, from time to time, the Dealer-Manager may own certain of our securities, including the Old Debentures.

        We have retained MacKenzie Partners, Inc. to act as the Information Agent and The Bank of New York Mellon Trust Company, N.A. to act as the Exchange Agent in connection with the Exchange Offer. The Information Agent may contact holders of the Old Debentures by mail, telephone, facsimile transmission and personal interviews and may request brokers, dealers and other nominee existing holders to forward materials relating to the Exchange Offer to beneficial owners. The Information Agent and the Exchange Agent will receive a fee for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against liabilities in connection with their services, including liabilities under the federal securities laws.

        Neither the Information Agent nor the Exchange Agent has been retained to make solicitations or recommendations. The fees that they receive will not be based on the aggregate principal amount of the Old Debentures tendered under the Exchange Offer.

        We will not pay any fees or commissions to any broker or dealer, or any other person, other than the Dealer-Manager for soliciting tenders of the Old Debentures under the Exchange Offer. Brokers,

53


dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

Exchange Agent

        The Bank of New York Mellon Trust Company, N.A. has been appointed as the Exchange Agent for the Exchange Offer. All executed letters of transmittal should be directed to the Exchange Agent at its contact information set forth on the back cover of this prospectus. If you deliver the letter of transmittal to an address or transmit instructions via facsimile other than that of the Exchange Agent as set forth on the back cover of this prospectus, then such delivery or transmission does not constitute a valid delivery of such letter of transmittal.

Information Agent

        MacKenzie Partners, Inc. has been appointed as the Information Agent for the Exchange Offer. Questions relating to the procedures for tendering of Old Debentures, requests for assistance, and requests for notices of guaranteed delivery should be directed to the Information Agent at the address or telephone number set forth on the back cover of this prospectus. Requests for additional copies of this prospectus and the letter of transmittal may be directed to the Information Agent, at its address and telephone number set forth on the back cover of this prospectus.

Interests of Directors and Executive Officers

        To our knowledge, none of our directors, executive officers or controlling persons, or any of their affiliates, beneficially own any of the Old Debentures or will be tendering any Old Debentures pursuant to the Exchange Offer. Neither we nor any of our subsidiaries nor, to our knowledge, any of our directors, executive officers or controlling persons, nor any affiliates of the foregoing, have engaged in any transaction in the Old Debentures during the 60 days prior to the date hereof.

Schedule TO

        Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to the Exchange Offer. Such Schedule TO, including the exhibits and any amendment thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under the caption "Where You Can Find More Information."

54


 DESCRIPTION OF THE NEW NOTES

General

        You can find the definitions of certain terms used in this description under "—Certain Definitions." Certain defined terms used in this Description of the New Notes but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indenture. All references in this Description of the New Notes to the "Company" are limited to Fleetwood Enterprises, Inc. and do not include any of its Subsidiaries.

        The Company will issue the new Senior Secured Notes due 2011 (the "Notes") under an indenture (the "Indenture") among itself, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof.

        The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture. The Company has filed a copy of the proposed form of Indenture with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part, and you can access this information as described under "—Where You Can Find More Information."

        From time to time prior to December 16, 2008, the Company may issue additional Notes under the Indenture having identical terms and conditions to the Notes (the "Additional Notes"). Additional Notes may be issued solely in exchange for, or for the purpose of retiring or providing cash proceeds to be applied to retire, the Company's 2003 Subordinated Debentures that remain outstanding after the initial issuance of the Notes; provided that the Company may not issue more than $5.0 million in aggregate principal amount of Additional Notes for cash proceeds. The Notes in the initial offering and the Additional Notes may be issued under one or more CUSIPs. In addition, in connection with, and to evidence, the payment of PIK Interest (as defined under "—Principal, Maturity and Interest") (in each case, a "PIK Payment"), the Company is entitled, without the consent of the holders, to increase the outstanding principal amount of the Notes or issue additional Notes (the "PIK Notes") under the Indenture on the same terms and conditions as the other Notes offered hereby. Any Additional Notes and PIK Notes will share ratably in the first-priority mortgages or deeds of trust on the First Lien Collateral and in the second-priority mortgages or deeds of trust on the Second Lien Collateral and will share ratably in the benefits available under the Note Guarantees described below.

        The aggregate original principal amount of all Notes initially issued under the Indenture and all Additional Notes thereafter issued under the Indenture (but excluding PIK Payments and any PIK Notes issued in connection with PIK Payments) will not exceed $103.0 million. The Notes initially offered by the Company and any PIK Notes and Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including waivers, amendments redemptions and offers to purchase. Unless the context requires otherwise, references to "Notes" for all purposes of the Indenture and this "Description of the New Notes" include any Additional Notes and PIK Notes that are actually issued, and references to "principal amount" of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

55

Brief Description of the Notes and the Note Guarantees

    The Notes

        The Obligations of the Company under the Notes:

    •
    will be senior Obligations of the Company;

    •
    will be secured by first-priority mortgages or deeds of trust on the First Lien Collateral, which consists of certain Real Estate owned by certain Guarantors, subject to certain exceptions as more fully described under "—Collateral" below, which mortgages or deeds of trust will be non-recourse to the mortgagors;

    •
    will be secured by second-priority mortgages or deeds of trust on the Second Lien Collateral, which consists of certain other Real Estate owned by certain Guarantors constituting collateral for the Existing Credit Facilities, subject to certain exceptions as more fully described under "—Collateral" below, which mortgages or deeds of trust will be non-recourse to the mortgagors and will be subordinated to the mortgages or deeds of trust securing the Obligations under the Existing Credit Facilities;

    •
    will rank equally in right of payment with all existing and any future unsecured Senior Debt and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior Debt and other secured senior obligations of the Company to the extent of the priority and value of the Liens securing such Debt;

    •
    will be senior in right of payment to all existing and any future Subordinated Debt of the Company, including the 1998 Subordinated Debentures and the 2003 Subordinated Debentures;

    •
    will be unconditionally guaranteed on an unsecured subordinated basis by the Guarantors pursuant to the Note Guarantees as described below; and

    •
    will be effectively subordinated to all liabilities (including trade payables) and Preferred Stock of each Subsidiary of the Company that is not a Guarantor.

Note Guarantees

        The Company's payment obligations under the Notes will be unconditionally guaranteed on a joint and several basis by Subsidiaries of the Company that are borrowers or guarantors under the Existing Credit Facilities. The Note Guarantees will provide that, except to the extent limited by laws affecting the enforcement of obligations secured by real property (such as "one action" and anti-deficiency statutes), the existence and/or enforcement of the mortgages or deeds of trust to secure the Notes shall not reduce the amount of such Guarantees or create any defense to the enforceability thereof. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering the Note Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        The Note Guarantees:

    •
    will be general unsecured Obligations of the Guarantors, subordinated in right of payment to the Obligations of the Guarantors in respect of all Designated Senior Debt but ranking equally in right of payment with all other existing and any future unsecured Senior Debt and other unsecured senior obligations of the Guarantors, other than the Obligations in respect of Designated Senior Debt;

    •
    will be effectively junior to all secured Debt and other secured obligations of each Guarantor to the extent of the value of the collateral securing such Debt and other secured obligations; and

56

    •
    will be senior in right of payment to all existing and future Subordinated Debt of the applicable Guarantor.

        Not all Subsidiaries of the Company will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, such non-Guarantor Subsidiary will pay the holders of its debt and trade creditors before it will be able to distribute any of its assets to the Company or its Subsidiaries owning equity interests in such Non-Guarantor Subsidiary. The non-Guarantor Subsidiaries generated less than 1% of the Company's consolidated revenues in the twelve-month period ended April 27, 2008 and held approximately 5% of the Company's consolidated assets as of July 27, 2008.

Principal, Maturity and Interest

        The Company will initially issue up to $103 million in aggregate principal amount of Notes. The Notes will be issued at a 3% premium to exchange value or cash proceeds received. The Notes will mature on December 15, 2011.

        Interest will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2009, to the holders of Notes of record on the immediately preceding February 28 (or February 29 if applicable), May 31, August 31 and November 30. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Interest on the Notes will accrue at the rate or rates per annum as described on the cover page of this prospectus from the Issue Date. The Company will pay interest on overdue principal at a rate of 1% in excess of the rate otherwise applicable as described below and will pay interest on overdue installments of interest at such higher rate to the extent lawful. The Company will pay interest on the Notes with a combination of cash ("Cash Interest") and by increasing the principal amount of the outstanding Notes or by issuing PIK Notes ("PIK Interest") that will accrue interest at the same rate per annum as the Notes offered hereby. Cash Interest on the Notes will accrue at the rate of 5% per annum and the balance will be payable as PIK Interest.

        PIK Interest on the Notes will be payable (x) with respect to Notes represented by one or more Global Notes (as defined below under "—Book Entry; Delivery and Form") registered in the name of, or held by, The Depository Trust Company ("DTC") or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated Notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders on the relevant record date, as shown by the records of the register of holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment also will mature on December 15, 2011 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description "PIK" on the face of such PIK Note.

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Methods of Receiving Payment on the Notes

        Principal and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose (the "Paying Agent") or, at the option of the Company, payment of Cash Interest, made by check, and PIK Interest in the form of PIK Notes, may be mailed to the holders of the Notes at their respective addresses set forth in the register of holders of Notes; provided that all payments of principal and Cash Interest with respect to any Notes the holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee in the City of New York maintained for such purpose. The Notes other than PIK Notes will be issued in denominations of $1,000 and integral multiples thereof.

Ranking

        The Notes will be Senior Debt of the Company, will rank equally in right of payment with all existing and any future unsecured Senior Debt and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior Debt and other secured senior obligations of the Company to the extent of the priority and value of the Liens securing such Debt. The Notes will rank senior in right of payment to all existing and any future Subordinated Debt of the Company, including the 1998 Subordinated Debentures and the 2003 Subordinated Debentures. The Notes will be unconditionally guaranteed, jointly and severally, on an unsecured subordinated basis by the Guarantors pursuant to the Note Guarantees. The Notes will be effectively subordinated to all liabilities (including trade payables) and Preferred Stock of each Subsidiary of the Company that is not a Guarantor.

        The Obligations of the Company under the Notes will also have the benefit of first-priority mortgages or deeds of trust in the First Lien Collateral and will have the benefit of second-priority mortgages or deeds of trust on the Second Lien Collateral, in each case subject to the exceptions described under "—Collateral", which mortgages or deeds of trust will be non-recourse to the mortgagors.

        As of October 26, 2008, on an as adjusted basis, giving effect to the consummation of the Exchange Offer and assuming that all of the 2003 Subordinated Debentures are validly tendered and accepted for exchange in the Exchange Offer, the Company would have had:

    (1)
    $261.3 million of Senior Debt, including $261.3 million of Secured Debt; and

    (2)
    $160.1 million of Subordinated Debt, consisting of the Company's 6% Convertible Subordinated Notes due 2028.

        The Note Guarantees will be general unsecured Obligations of the Guarantors, subordinated in right of payment to the Obligations of the Guarantors in respect of all Designated Senior Debt but ranking equally in right of payment with all other existing and any future unsecured Senior Debt and other unsecured senior obligations of the Guarantors, other than the Obligations in respect of Designated Senior Debt. The Note Guarantees will be effectively junior to all secured Debt and other obligations of each Guarantor to the extent of the value of the collateral securing such Debt and other obligations. The Note Guarantees will be senior in right of payment to all existing and future Subordinated Debt of the applicable Guarantor.

        As of October 26, 2008, the Guarantors had $194.7 million of secured Debt, of which $64.2 million was Designated Senior Debt secured by a priority Lien on the Second Lien Collateral and by a Lien on substantially all current assets of the Guarantors. The Company and its Subsidiaries would have been able to borrow an additional $30.2 million under the Existing Credit Facilities.

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        Although the Indenture contains limitations on the amount of additional Debt that the Issuer and the Guarantors and Non-Guarantor Subsidiaries may incur, under certain circumstances the amount of such Debt could be substantial and such Debt may be Senior Debt or Secured Debt.

    Subordination of the Guarantees

        The payment of principal, interest and any and all other Obligations on the Note Guarantees will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash of all of the Designated Senior Debt, including Designated Senior Debt incurred after the Issue Date. Such subordination is for the benefit of and enforceable by the holders of Designated Senior Debt. For the avoidance of doubt, proceeds of First Lien Collateral will not be subject to the subordination provisions of the Indenture.

        Upon any payment or distribution to creditors of any Guarantor in a total or partial liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, an assignment for the benefit of creditors or any marshaling of such Guarantor's assets and liabilities, the holders of Designated Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of such Designated Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the Designated Senior Debt, whether or not allowed or allowable in such proceeding) before the holders of Notes will be entitled to receive any payment with respect to the Note Guarantees, and until such Designated Senior Debt is paid in full, in cash, any payment or distribution to which the holders of Notes would be entitled but for these provisions shall be made to the holders of Designated Senior Debt, except that holders of Notes may receive and retain Permitted Junior Securities.

        To the extent any payment of principal of, premium, if any, or interest on any Designated Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, such Designated Senior Debt or part thereof intended to be satisfied shall be deemed reinstated and outstanding, as if such payment had not occurred.

        The term "payment" means, with respect to the Note Guarantees, any payment, whether in cash or other assets or property, of interest, principal, or any other amount on, of or in respect of the Notes, any other acquisition of Notes and any deposit into the trust described under "—Legal Defeasance and Covenant Defeasance" below. The verb "pay" has a correlative meaning. Notwithstanding anything to the contrary herein, the proceeds of the Collateral and the rights appurtenant thereto shall not be subject to the subordination provisions of the Indenture. The proceeds of the Second Lien Collateral and the rights appurtenant thereto shall be subject to the subordination and other restrictive provisions of the Intercreditor Agreement, as discussed under "—Intercreditor Agreement."

        A Guarantor also may not make any payment or distribution upon or in respect of its Note Guarantee if:

    (1)
    a default in the payment of any Obligations with respect to Designated Senior Debt of such Guarantor occurs and is continuing (a "payment default"); or

    (2)
    any default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) (a "non-payment default") and, in the case of this clause (2) only, the Trustee receives a notice of such default (a "Payment Blockage

59

      Notice") from the Company or a Representative for, or the holders of a majority of the outstanding principal amount of, any issue of Designated Senior Debt.

        Payments on the Note Guarantees may and shall be resumed (including any missed payments):

    (1)
    in the case of a payment default, upon the date on which such default is cured or waived and, in the case of Designated Senior Debt that has been accelerated, such acceleration has been rescinded or such Designated Senior Debt has been repaid in full; and

    (2)
    in case of a non-payment default, the earliest of (I) the date on which such non-payment default is cured or waived or is no longer continuing, (II) 179 days after the date on which such Payment Blockage Notice was received, unless the maturity of any Designated Senior Debt has been accelerated, if these provisions otherwise permit the payment, (III) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt of the Guarantor rescinding the Payment Blockage Notice and (IV) the date on which such Designated Senior Debt has been discharged or is repaid in full in cash and all commitments thereunder have been terminated.

        No new period of payment blockage may be commenced on account of any non-payment default unless and until (x) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (y) all scheduled payments of interest on the Notes that have come due have been paid in full. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been waived for a period of at least 90 days.

        Notwithstanding any of the foregoing to the contrary, during any 360 day period, there must be a period of at least 180 days during which there is no Payment Blockage Notice is in effect. Any failure to make a payment due under the Notes as a result of a Payment Blockage Notice shall not prevent any commencement of any enforcement action against any Collateral in accordance with the terms of the Intercreditor Agreement and the Collateral Documents.

        As a result of the subordination provisions described above, in the event of a liquidation or insolvency, holders of Notes may recover less than other creditors of the relevant Guarantor, including holders of Designated Senior Debt.

        If the trustee or any holder of the Notes receives a payment in respect of a Note Guarantee (except in Permitted Junior Securities) when:

    (1)
    the payment is prohibited by these subordination provisions; and

    (2)
    the Trustee or the holder has actual knowledge that the payment is prohibited;

the Trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Designated Senior Debt. Upon the proper written request of the Representative of Designated Senior Debt, the Trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Designated Senior Debt or their proper Representative.

        The Company must promptly notify holders of Designated Senior Debt if payment of the Notes is accelerated because of an Event of Default.

Collateral

    Assets Pledged as Collateral

        The Obligations of the Company under the Notes, the Indenture and the Collateral Documents will be secured by first-priority mortgages or deeds of trust in the Real Estate described below as First Lien Collateral and second-priority mortgages or deeds of trust in the Real Estate described below as

60

Second Lien Collateral. Both the First Lien Collateral and the Second Lien Collateral may be subject to Permitted Liens. The Persons holding Permitted Collateral Liens may have rights and remedies with respect to the property subject to such Liens that, if exercised, could adversely affect the value of the Collateral or the ability of the Collateral Agent to realize or foreclose on the Collateral.

        The First Lien Collateral does not secure Obligations under the Existing Credit Facilities. We will be required to use reasonable best efforts to provide first lien mortgages or deeds of trust over all First Lien Collateral on the Issue Date.

        The First Lien Collateral will be comprised of real properties owned in fee simple by certain Guarantors and located in various states. The properties comprising the First Lien Collateral are manufacturing facilities that produce recreational vehicles and manufactured housing supply operations. A majority of the First Lien Collateral properties will consist of approximately 100,000 to 140,000 square-foot manufacturing facilities situated on 15 to 20 acre sites, but a number of them may be significantly smaller. It is a condition precedent to the exchange of Notes for the 2003 Subordinated Debentures that the First Lien Collateral have an aggregate appraised value of between $19.25 million and $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities).

        The Second Lien Collateral already secures Obligations under the Existing Credit Facilities. We will be required to use reasonable best efforts to provide second lien mortgages or deeds of trust over all Second Lien Collateral at the Issue Date but in any event no later than 15 days after the Issue Date. From and after the Issue Date, if the Company or any Guarantor substitutes or replaces any Second Lien Collateral in accordance with the Existing Credit Facility, the Company or such Guarantor must substantially concurrently grant a second-priority Lien upon such substitute or replacement Second Lien Collateral to secure the Obligations of the Company under the Notes.

        The Obligations under the Notes will be secured by the Second Lien Collateral on a junior secured basis, pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the second-priority mortgages or deeds of trust in the Second Lien Collateral securing the Obligations under the Notes under the Collateral Documents will rank junior in priority to any and all Liens in the Second Lien Collateral at any time granted to secure the Obligations under the Existing Credit Facilities. In addition, the Obligations under the Notes are not secured by any of the assets of the Company or any Subsidiary of the Company other than the First Lien Collateral and the Second Lien Collateral. See "Risk Factors—Risks Relating to the New Notes and Shares."

        The Second Lien Collateral initially is comprised of 18 real properties owned in fee simple by certain Guarantors and located in Arizona, Idaho, Virginia, Pennsylvania, Indiana, Florida, Texas, Oregon, North Carolina and Georgia. The properties comprising the Second Lien Collateral are manufacturing facilities that produce recreational vehicles, manufactured housing and parts for recreational vehicles. A majority of the Second Lien Collateral properties consist of approximately 100,000 to 140,000 square foot facilities situated on 15 to 20 acre sites. The Second Lien Collateral is subject to substitution as described below.

        The Trustee's Lien on the Collateral will be recourse only to the Real Estate subject to such Lien and not the owner thereof if other than the Company and will secure the Obligations of the Company under the Notes but not the Obligations of any Guarantor in respect of its Note Guarantee.

    Intercreditor Agreement

        On the Issue Date, Bank of America, N.A. as the administrative agent under the Existing Credit Facilities (the "Administrative Agent"), on behalf of the lenders under the Existing Credit Facilities and as Priority Lien Collateral Agent, and the Trustee, on behalf of the Holders of the Notes and The Bank

61

of New York Mellon Trust Company, N.A. as the Collateral Agent (and together with the Administrative Agent, the "Secured Parties"), will enter into an intercreditor agreement (the "Intercreditor Agreement") which will be acknowledged by the Company and the Guarantors and will provide for the allocation of the relative rights between the Administrative Agent and the Trustee with respect to the Second Lien Collateral and the enforcement with respect thereto and for certain rights of access to the properties constituting First Lien Collateral. The following summary of certain provisions of the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the final Intercreditor Agreement.

        The Intercreditor Agreement will provide, among other things that:

    (1)
    the Administrative Agent and the lenders under the Existing Credit Facilities have a Lien on the Second Lien Collateral, senior and prior to the Lien of the Trustee and the holders of the Notes and the Collateral Agent in such Second Lien Collateral;

    (2)
    the Administrative Agent and the lenders under the Existing Credit Facilities may enforce (or refrain from enforcing) their prior Lien in the Second Lien Collateral as they may determine in their sole and exclusive discretion;

    (3)
    as between the Obligations under the Existing Credit Facilities and the Notes and the Indenture, proceeds of the Second Lien Collateral will be applied, first to the outstanding Obligations under the Existing Credit Facilities, with any remaining proceeds to be paid to the Trustee for application in accordance with the provisions of the Indenture and the Notes;

    (4)
    in a bankruptcy or insolvency proceeding the Administrative Agent may consent to the use of Second Lien Collateral in its sole discretion;

    (5)
    until the Obligations under the Existing Credit Facilities have been paid in full in cash, the Collateral Agent, on behalf of the Trustee and the holders of the Notes, will not directly or indirectly seek to foreclose or realize upon, judicially or non-judicially, any Second Lien Collateral or take any other enforcement action against or in respect of the Second Lien Collateral; and

    (6)
    until the Obligations under the Existing Credit Facilities have been paid in full in cash the collateral agent under the Existing Credit Facilities will have rights of access for a specified period to the First Lien Collateral to exercise remedies with respect to certain collateral securing the Existing Credit Facilities located on the First Lien Collateral.

    Sufficiency of Collateral

        By its nature, a significant portion of the Collateral is illiquid and may have no readily ascertainable market value. The fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of the real estate industry, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount to be received upon a sale of the Collateral would also be dependent on numerous factors, including, but not limited to, the actual fair market value of the Collateral at such time and the timing and the manner of the sale. Accordingly, there can be no assurance that the Collateral can be sold in a short period of time or in an orderly manner. In addition, the proceeds received in connection with a sale of the Second Lien Collateral may not be sufficient to satisfy the Existing Credit Facilities Obligations, and in such circumstances the holders of Notes would not receive proceeds for application to repay the Notes. Finally, in the event of a bankruptcy, the ability of the holders to realize upon any of the Collateral may be subject to certain bankruptcy law limitations as described below.

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    Certain Covenants with respect to the Collateral

        The Collateral will be pledged pursuant to the Collateral Documents, which contain provisions relating to the administration, preservation and disposition of the Collateral. The following is a summary of some of the covenants and provisions set forth in the Collateral Documents and the Indenture as they relate to the Collateral.

         Maintenance of Collateral.    The Indenture and/or the Collateral Documents provide that the Company shall, and shall cause its Subsidiaries to, maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear and tear excepted) and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the value of the Collateral in all material respects. The Indenture and/or the Collateral Documents also provide that the Company shall, and shall cause its Subsidiaries to, pay all real estate and other taxes (except for those being contested in good faith and for which adequate reserves have been made), and maintain in full force and effect all material permits and certain insurance coverages, except to the extent that the failure to maintain such permits and coverages follows the sale of the assets to which such permits or coverages relate.

         Further assurances.    The Collateral Documents and the Indenture provide that, subject to the Intercreditor Agreement, the Company shall, and shall cause its Subsidiaries to, at their sole expense, do all acts that are reasonably requested by the Collateral Agent or that may be reasonably necessary so that the Collateral Agent holds, for the benefit of the holders of the Notes and the Trustee, duly created, enforceable and perfected Liens and mortgages or deeds of trust in the Collateral (subject to Permitted Collateral Liens) as contemplated by the Indenture, the Collateral Documents and the Intercreditor Agreement.

        As necessary, or upon reasonable request of the Collateral Agent or the Trustee, and, subject to the Intercreditor Agreement, the Company shall, and shall cause its Subsidiaries to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions, as may be necessary or as the Collateral Agent or the Trustee may reasonably request to create, protect, assure, perfect, transfer and confirm the Liens (subject to Permitted Collateral Liens), benefits, property and rights conveyed or intended to be conveyed by the Indenture or the Collateral Documents for the benefit of the holders and the Trustee, including with respect to after-acquired Collateral.

         Real estate mortgages and filings.    With respect to any fee interest in certain real property (individually and collectively, the "Premises") constituting Collateral on the Issue Date, or substitute Second Lien Collateral substituted in accordance with the provisions described under "—Substitution of Collateral" below:

    (1)
    With regard to any First Lien Collateral, the Company shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date in accordance with the requirements of the Indenture and/or the Collateral Documents, duly executed by the Company or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to Permitted Liens of the type described in clauses (b), (e) and (f) of the definition thereof and, in the case of clauses (b) and (e), in an amount not to exceed $400,000 in the aggregate) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Note Guarantees;

    (2)
    With regard to any Second Lien Collateral, subject to the Intercreditor Agreement, the Company shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully

63

      executed counterparts of Mortgages, each dated as of the Issue Date or, if later, the date such property is pledged to secure Obligations under the Existing Credit Facilities, in accordance with the requirements of the Indenture and/or the Collateral Documents, duly executed by the Company or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to Permitted Collateral Liens) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Note Guarantees; and

    (3)
    the Collateral Agent shall have received mortgagee's title insurance policies or date-down endorsements to the existing title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of itself and the Trustee, the holders of the Notes, in the form necessary, with respect to the property purported to be covered by such Mortgage, to insure that the interests created by the Mortgage constitute valid first-priority or second-priority Liens, as applicable, on such property free and clear of all Liens, defects and encumbrances (subject to Permitted Collateral Liens), including, to the extent available at a commercially reasonable premium, the endorsements equivalent to those delivered in connection with the Existing Credit Facilities and shall be accompanied by evidence of the payment in full of all premiums thereon.

    Foreclosure

        Upon the occurrence and during the continuance of an Event of Default, the Collateral Documents provide for (among other available remedies) the foreclosure upon and sale of the applicable Collateral by the Collateral Agent and the distribution of the net proceeds of any such sale to the holders of the Notes, subject to any prior Liens on the Collateral and the provisions of the Intercreditor Agreement. The Intercreditor Agreement imposes severe restrictions upon the ability of the Collateral Agent to pursue foreclosure on the Second Lien Collateral. See "—Intercreditor Agreement". In the event of foreclosure on the Collateral, the proceeds from the sale of the Collateral may not be sufficient to satisfy in full the Company's Obligations under the Notes.

    Certain Bankruptcy Limitations

        The ability of holders of the Notes to realize upon the Collateral will be subject to certain bankruptcy law limitations in the event of the bankruptcy of the Company. Under applicable federal bankruptcy laws, secured creditors are prohibited by the automatic stay from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally afford the debtor continued protection under the automatic stay with respect to collateral even though the debtor is in default under the applicable debt instruments if the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether payments under the Notes would be made following commencement of and during a bankruptcy case, whether or when the Trustee under the Indenture could foreclose upon or sell the collateral or whether or to what extent holders of Notes would be compensated for any delay in payment or loss of value of the Collateral through the provision of "adequate protection."

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    Substitution of Collateral

        The Company may from time to time provide substitute Real Estate collateral (the "Substituted Property") for any Collateral constituting Second Lien Collateral, or only in the circumstances described in the next succeeding paragraph, for any Collateral constituting First Lien Collateral; provided that, except as described below, for each such substitution of Second Lien Collateral (a "Property Substitution"), the requirements under Credit Facilities and the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property, including that, in the event of such substitution, the Notes are secured by a Lien on any such substitute collateral that is subordinate only to (x) any Lien securing Designated Senior Debt and (y) Permitted Liens described in clause (f) of the definition of "Permitted Liens" or arising by operation of law, and the following conditions are satisfied with respect to such Property Substitution and the applicable Substituted Property:

    (1)
    no Default or Event of Default has occurred and is continuing both before and after giving effect to such Property Substitution;

    (2)
    the applicable Substituted Property is free and clear of all Liens other than Permitted Collateral Liens;

    (3)
    Trustee shall have received an appraisal for the applicable Substituted Property (the "Substituted Property Appraisal"), dated no more than six (6) months prior to the date of such Property Substitution;

    (4)
    the appraised value of the applicable Substituted Property, as set forth in the Substituted Property Appraisal shall be equal to or greater than the value of the portion of the Collateral being replaced (the "Replaced Property");

    (5)
    the Trustee shall have received each of the following:

    (i)
    a fully executed Mortgage of applicable priority (the "Substituted Property Mortgage") with respect to each parcel of the Substituted Property, in substantially the form of the Collateral Documents delivered on or prior to the Issue Date, with such modifications thereto as shall be reasonably required with respect to the local jurisdictions in which the Substituted Property is located;

    (ii)
    an ALTA extended coverage title policy or policies, in customary form and substance and in customary amounts and with customary endorsements, with respect to each Substituted Property Mortgage;

    (iii)
    duly executed and filed UCC-3 Termination Statements or such other instruments or evidence as shall be necessary to terminate and satisfy all Liens, if any, on the Substituted Property;

    (iv)
    an Opinion of Counsel in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that the Property Substitution is in compliance with the Indenture; and

    (v)
    an Officers' Certificate in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that all conditions to such Property Substitution are satisfied; and

    (6)
    Company shall have paid all reasonable costs related to such Property Substitution, including, but not limited to, reasonable attorney's fees or fees related to appraisers, consultants and the Collateral Agent, filing fees and the cost of ALTA extended coverage title policies for the Substituted Property required above, in connection with any request for Property Substitution, and as a condition to such substitution, the Company shall have provided evidence to the Trustee that the Company has paid, or made arrangement for the payment of, all such costs which became due and payable prior to or concurrently with such Property Substitution.

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        The Indenture will provide that, if after the Issue Date, the results of one or more surveys cause the appraisals obtained prior to the Issue Date to be revised so that the aggregate appraised value of the First Lien Collateral is less than $19.25 million, the Company shall provide additional First Lien Collateral (including by way of substitution) so that the aggregate appraised value of the First Lien Collateral is between $19.25 million and $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities). Any such substitution of First Lien Collateral will be subject to satisfaction of the conditions precedent described in paragraphs (1) - (6) above for a substitution of Second Lien Collateral, as well as the following requirements:

    (a)
    the aggregate value of Permitted Collateral Liens, of the type described in clauses (b) and (e) of the definition of "Permitted Liens", on First Lien Collateral cannot exceed $400,000, and there shall be no Permitted Liens other than those described in clauses (b), (e) and (f) of the definition of "Permitted Liens"; and

    (b)
    the Company shall not have any Liens of the type described in clause (e) of the definition of "Permitted Liens" on First Lien Collateral unless any such Lien has been fully bonded and is being actively contested in good faith by the Company.

        Notwithstanding the foregoing, with respect to the Second Lien Collateral only, each requirement set forth above shall be deemed to be acceptable to the Trustee and the Collateral Agent to the extent that the documentation relating to each such requirement is substantially in the form delivered to the Representative for, or the required holders of, the Designated Senior Debt in respect of such substitution of Second Lien Collateral, as certified in an Officers' Certificate delivered by the Company to the Collateral Agent five Business Days prior to the proposed date of substitution of Substituted Property.

        Upon a substitution of Substituted Property, all Liens on the Replaced Property in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes shall be released and the Collateral Agent and the Trustee shall execute such documents and take such further action as reasonably requested by the Company, in furtherance of the substitution. For the avoidance of doubt, following the substitution of any Replaced Property with any Substituted Property in accordance with this Section, such Replaced Property shall no longer constitute Collateral for any purpose under the Indenture and the Collateral Documents.

    Release

    Release of Liens on First Lien Collateral and Second Lien Collateral

        The Indenture, the Collateral Documents and the Intercreditor Agreement provide that the Liens on the Collateral securing the Notes will, upon compliance with the conditions that the Company satisfies certain conditions set forth in the Indenture and delivers to the Trustee all documents required by the Trust Indenture Act, automatically and without the need for further action by any Person (except as set forth below), so long as such release is in compliance with the Trust Indenture Act, be released:

    (1)
    in whole, upon payment in full of the principal of, and accrued and unpaid interest, if any, on the Notes;

    (2)
    in whole, upon satisfaction and discharge of the Indenture as set forth below under "—Satisfaction and Discharge;"

    (3)
    in whole, upon a legal or covenant defeasance as set forth under "—Legal Defeasance and Covenant Defeasance," below;

    (4)
    in whole or in part, as to any asset constituting Collateral in accordance with, and as expressly provided for under, the Indenture, including upon an Asset Sale as described under

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      "—Repurchase at Option of Holders—Limitation on Asset Sales," the Collateral Documents or the Intercreditor Agreement; and

    (5)
    with the consent of holders of a majority in aggregate principal amount of the Notes (or, in the case of a release of all or substantially all Collateral, each holder of the Notes affected thereby).

    Release of Liens on Second Lien Collateral

        The Intercreditor Agreement and the Indenture, collectively, will provide that the Liens on the Second Lien Collateral will be released:

    (1)
    in whole, upon (a) payment in full of all outstanding Obligations under the Existing Credit Facilities and the Notes then outstanding, due and payable at the time such Obligations are paid in full and (b) termination or expiration of all commitments to extend credit under all the Existing Credit Facilities and the cancellation or termination or cash collateralization of all outstanding letters of credit issued pursuant to the Existing Credit Facilities;

    (2)
    as to any Second Lien Collateral (x) that is sold, transferred or otherwise disposed of by the Company or a Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or another Guarantor in a transaction or other circumstance that is permitted by the terms of the Existing Credit Facilities or is otherwise consented to by the required lenders thereunder; provided, that the proceeds of such sale, transfer or other disposition are thereafter applied in accordance with the covenant described under "—Repurchase at the Option of Holders—Limitation on Asset Sales;" or (y) that is released, substituted or replaced by the Company or a Guarantor in connection with a substitution of Collateral in accordance with the provisions of the Existing Credit Facilities; provided, that in the case of a release under such circumstances, the Notes are secured by a Lien on such replacement or substitute collateral that is subordinate only to (i) any Lien securing Obligations under the Existing Credit Facility, and (ii) other Permitted Collateral Liens;

    (3)
    as to a release of less than all or substantially all of the Second Lien Collateral, if consent to the release of all Liens in favor of the holders of Debt under the Existing Credit Facilities on such Second Lien Collateral has been given by the required lenders thereunder (as defined under the Existing Credit Facilities) (other than in connection with a repayment in full of all Obligations under the Existing Credit Facilities); and

    (4)
    as to a release of all or substantially all of the Second Lien Collateral, if (a) consent to the release of that Second Lien Collateral has been given by the requisite percentage or number of holders of Obligations outstanding under the Existing Credit Facilities and the Notes and (b) the Company has delivered an Officers' Certificate to the Collateral Agent and the collateral agent under the Existing Credit Facilities certifying that all such necessary consents have been obtained.

        To the extent required by the Indenture, the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral:

      (a)
      an Officers' Certificate and such other documentation as required under the Indenture; and

      (b)
      all documents required by the Indenture, the Collateral Documents and the Intercreditor Agreement.

        Upon compliance by the Company with the conditions precedent set forth above, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company, or its applicable Subsidiary, as the case may be, the released Collateral.

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        To the extent applicable, the Company will comply with Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based upon an Opinion of Counsel (which may be given by internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including "no action" letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain "no-action" letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer's business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. In addition, under interpretations provided by the SEC, to the extent that a release of a Lien is made without the need for consent by the holders or the Trustee, the provisions of Section 314(d) may be inapplicable to the release.

Optional Redemption

        The Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

    Selection and Notice

        If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (among the Notes issued on the Issue Date and any PIK Notes and Additional Notes issued under the Indenture after the Issue Date, if any, as one class), by lot or by such method as the Trustee shall deem appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption.

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Mandatory Redemption

        Except as set forth below under "—Repurchase at the Option of Holders" the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

    Change of Control

        The Indenture will provide that upon the occurrence of a Change of Control, unless all Notes have been called for redemption pursuant to the provisions described above under "—Optional Redemption," each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's Notes pursuant to an offer on the terms set forth in the Indenture (the "Change of Control Offer"). In the Change of Control Offer, the Company shall offer a payment in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase (the "Change of Control Payment"), subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless notice of redemption of all Notes has then been given pursuant to the provisions described under "—Optional Redemption" above, the Company shall mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of any Notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Company shall comply with such securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue thereof.

        On the Change of Control Payment Date, the Company shall, to the extent lawful:

      (1)
      accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

      (2)
      deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

      (3)
      deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent shall promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of the preceding sentence, it shall be sufficient for the Company to publish the results of the Change of Control on its website.

        The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar

69


transaction. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company would decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could materially increase the amount of Debt outstanding at such time or otherwise affect the Company's capital structure or credit ratings.

        The Existing Credit Facilities prohibit the Company from purchasing any Notes, and also provide that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements to which the Company becomes a party or that may be entered into by Subsidiaries of the Company may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to purchase Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Existing Credit Facilities or any such future credit or other agreement.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes and consummates a Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

    Limitation on Asset Sales

        The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless:

    (1)
    the Company or the applicable Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets that are sold or otherwise disposed of, as determined in good faith by the Company's Board of Directors;

    (2)
    at least 75% of the consideration received by the Company or the applicable Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale. For the purposes of this provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Subsidiary, other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or any Note Guarantee, as applicable, that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or the applicable Subsidiary from further liability, will be deemed to be cash for purposes of this provision;

    (3)
    if such Asset Sale involves Collateral, it complies with the applicable provisions of the Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement; and

    (4)
    if such Asset Sale involves the disposition of First Lien Collateral, 100% of the Net Proceeds therefor shall be received in the form of cash and Cash Equivalents and shall be paid from the purchaser of such First Lien Collateral directly to the Collateral Agent for deposit into the Collateral Account and applied to make an Asset Sale Offer in accordance with this "—Limitation on Asset Sales" covenant.

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        Upon the consummation of an Asset Sale, the Company will apply, or cause the applicable Subsidiary to apply, an amount equal to the Net Proceeds relating to the Asset Sale:

    (1)
    within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving First Lien Collateral, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant;

    (2)
    within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving Second Lien Collateral:

    (A)
    to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Company and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by the Indenture);

    (B)
    to make a Property Substitution, provided that the requirements under Credit Facilities, the Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property; or

    (C)
    from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant; and

    (3)
    within 120 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent not involving Collateral:

    (A)
    to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Company and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by the Indenture);

    (B)
    to make expenditures or to acquire properties or assets that will be used by, or will be useful to, the Company or any Guarantor in a Permitted Business; or

    (C)
    from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant.

        On the 30th day after an Asset Sale in the case of Clauses (1) or (2) above or the 121st day after an Asset Sale in the case of clause (3) above, or any earlier date, if any, on which the Board of Directors of the Company or of the applicable Subsidiary determines not to apply the Net Proceeds of the Asset Sale in accordance with the preceding paragraph (other than to make an Asset Sale Offer), when the aggregate amount of Net Proceeds of such Asset Sale then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with the preceding paragraph (together with the Net Proceeds of prior Asset Sales then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with the preceding paragraph but for which an Asset Sale Offer was not yet required by this sentence) exceeds $2.5 million, the Company will within 30 days thereof make an offer to all holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of such Net Proceeds of the Asset Sale at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein. For the avoidance of doubt, until the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in

71


cash and all commitments thereunder have been terminated, no Asset Sale Offer shall be required to be made in connection with the Net Proceeds of any Asset Sales other than Asset Sales of First Lien Collateral.

        If any Net Proceeds of the Asset Sale remain after completion of an Asset Sale Offer, the Company and the Subsidiaries may use any remaining Net Proceeds of the Asset Sale for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the pro rata portion of such Net Proceeds of the Asset Sale to be used to purchase Notes, the Trustee shall select the Notes to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository. Any Net Proceeds received from a sale of Collateral constitute Collateral under the Collateral Documents.

        Pending the use of any Net Proceeds as set forth above, Net Proceeds of First Lien Collateral shall be deposited in the Collateral Account, and the Company and its Subsidiaries shall be permitted to apply Net Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt.

        The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue thereof.

    Events of Loss

        The Indenture will provide that in the event of an Event of Loss, the Company or the applicable Subsidiary will apply the Net Loss Proceeds from such Event of Loss:

    (1)
    to the rebuilding, repair, replacement or construction of improvements to the affected property (the "Subject Property"); provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (i) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers' Certificate certifying that the Company or such Subsidiary has available from Net Loss Proceeds and/or other sources funds sufficient to complete such building, repair, replacement or construction;

    (2)
    in the case of Net Loss Proceeds to the extent not involving First Lien Collateral, to repay Debt or otherwise apply such Net Proceeds as permitted under Credit Facilities;

    (3)
    to make expenditures or to acquire properties or assets that will be used or useful in a Permitted Business provided that the properties or assets so acquired shall become First Lien Collateral or Second Lien Collateral, as applicable; or

    (4)
    in the case of Net Loss Proceeds to extent involving First Lien Collateral, the Net Loss Proceeds shall be paid directly to the Collateral Agent for deposit in the Collateral Account and applied to make an Event of Loss Offer in accordance with this "—Events of Loss" covenant.

        On the 91st day after an Event of Loss relating to First Lien Collateral or any earlier date, if any, on which the Board of Directors of the Company or of the applicable Subsidiary determines not to apply the Net Loss Proceeds in accordance with clauses (1) or (3) in the preceding paragraph, when the aggregate amount of Net Loss Proceeds then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with the preceding paragraph (together with the Net Loss

72


Proceeds of prior Events of Loss then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with the preceding paragraph but for which an Event of Loss Offer was not yet required by this sentence) exceeds $2.5 million, the Company will within 30 days thereof make an offer to all holders of Notes (an "Event of Loss Offer") to purchase the maximum principal amount of Notes that may be purchased out of such Loss Proceeds at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein. For the avoidance of doubt, no Event of Loss Offer shall be required to be made in connection with the Net Loss Proceeds of any assets other than First Lien Collateral.

        With respect to any Event of Loss pursuant to clause (iv) of the definition of "Event of Loss" that has a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Company shall, or shall cause the applicable Subsidiary, as applicable, to use reasonable best efforts to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Cash Equivalents.

        If any Loss Proceeds remain after completion of an Event of Loss Offer, the Company and the Subsidiaries may use any remaining Loss Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the pro rata portion of such Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository.

        Pending the use of any Net Loss Proceeds as set forth above, the Company and its Subsidiaries shall be permitted to apply Net Loss Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt and Net Loss Proceeds of First Lien Collateral shall be deposited in the Collateral Account.

        The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue thereof.

Certain Covenants

        The Indenture will contain the covenants described below:

    Payment of Notes

        The Company will promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in the Indenture. Principal and interest will be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 11:00 a.m., New York City time, in accordance with the Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of the Indenture.

        The Company will pay interest on overdue principal at the rate and in the manner specified therefor in the Notes, and it will pay interest on overdue installments of interest at the same rate to the extent lawful.

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    Restricted Payments

        The Company will not, and will not permit any of its Subsidiaries:

    (1)
    directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Company by any of its Subsidiaries, or Distributions by any Subsidiary of the Company to the Company or another Subsidiary of the Company which is its parent or other equity holder; (B) subject to the subordination provisions contained in the 1998 Subordinated Debentures and the 2003 Subordinated Debentures, the Company may make regularly scheduled interest payments (including additional amounts in respect of the 2003 Subordinated Debentures and any common stock of the Company issued upon conversion thereof) in respect of the 2003 Subordinated Debentures and up to $25,000 of mandatory prepayments in respect of fractional shares in respect of the 1998 Subordinated Debentures and the 2003 Subordinated Debentures; or (C) on or before December 16, 2008, the Company may redeem, prepay, repurchase or otherwise acquire the 2003 Subordinated Debentures (and pay accrued interest and the contemplated fees thereon) in exchange for Notes (including Additional Notes), or from cash proceeds applied from the sale of up to $5.0 million in aggregate principal amount of Notes (including Additional Notes).

    (2)
    make any Restricted Investment (other than Hedge Agreements with any holder of Debt under Credit Facilities), except that (i) the Company or any Guarantor may make contributions, loans or advances to the Company or any Guarantor; (ii) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (iii) the Company may make capital contributions, loans or advances to Gibraltar Insurance Company, provided that the aggregate amount of all such capital contributions, loans and advances does not exceed $15,000,000 in the aggregate.

        The amount of all Distributions or Restricted Investments (other than cash) will be the fair market value on the date of such Distribution or Restricted Investment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to such Distribution or Restricted Investment. The fair market value of any non-cash Distribution or Restricted Investment will be determined in good faith by the Board of Directors of the Company. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Guarantor such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Capital Stock of such Guarantor, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Guarantor not sold or disposed of.

    Incurrence of Debt and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Debt and the Company will not permit any of its Subsidiaries to issue any shares of Preferred Stock.

        The aforementioned restriction on the incurrence of Debt shall not apply to any of the following:

    (1)
    the incurrence by the Company or any of its Subsidiaries of Debt (with Debt under letters of credit (including any extended or renewed letters of credit) deemed incurred on the initial issue date thereof) under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding as of the date of such incurrence pursuant to this clause (1) without duplication (with letters of credit being deemed to have a principal amount equal to the

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      undrawn face amount thereof), does not exceed an amount equal to the lesser of (x) (i) $160.0 million less (ii) the aggregate amount of all Net Proceeds from Asset Sales applied in accordance with Clause (2)(A) of the second paragraph under "—Repurchase at the Option of Holders—Limitation on Asset Sales," and (y) (i) the amount of the Borrowing Base calculated on such date plus (ii) $7.5 million;

    (2)
    Debt represented by the Notes issued on the Issue Date and the Note Guarantees (and PIK Notes or the accretion of any interest thereon);

    (3)
    Debt represented by Additional Notes (and PIK Notes or the accretion of any interest thereon), so long as the Company issues such Additional Notes on or prior to December 16, 2008 for the purpose of retiring or providing cash proceeds to be applied to retire 2003 Subordinated Debentures at a price not exceeding $1,000 in principal amount of 2003 Subordinated Debentures for each $1,030 in principal amount of Additional Notes issued;

    (4)
    Debt (other than Debt described in any other clause of this paragraph) existing on the Issue Date and set forth on Schedule A to the Indenture;

    (5)
    Capital Leases other than Capital Leases of Real Estate provided that:

    (i)
    Liens securing the same attach only to the assets acquired by the incurrence of such Debt and proceeds thereof, and

    (ii)
    the aggregate amount of such Debt (including any such Capital Leases outstanding on the Issue Date) does not exceed $5,000,000 outstanding at any time;

    (6)
    the incurrence of Debt evidencing a refunding, renewal, refinancing, replacement, defeasance or extension of the Debt under clauses (2), (3) or (4); provided that:

    (i)
    the principal amount thereof is not increased,

    (ii)
    the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, refinanced, replaced, defeased or extended or are otherwise permitted by this Agreement to secure the Debt to be refunded, renewed or extended,

    (iii)
    no Person that is not an obligor or guarantor of such Debt as of the date of issuance thereof will become an obligor or guarantor thereof except to the extent such Person would be permitted by the Indenture to be such an obligor or guarantor,

    (iv)
    the terms of such refunding, renewal, refinancing, replacement, defeasance or extension are no less favorable in any material respect to the Company and its Subsidiaries than the original Debt;

    (v)
    if the Debt being refunded, renewed, refinanced or replaced was subordinated to the Notes, such refinancing Debt is subordinated to the Notes to at least the same extent; and

    (vi)
    the Debt evidencing a refunding, renewal, refinancing, replacement or defeasance or extension is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced, replaced, defeased or extended or (b) at least 91 days after the maturity date of the Notes.

    (7)
    the incurrence by the Company or any of its Subsidiaries of intercompany Debt owed or issued to and held by the Company and any of its Subsidiaries;

75

    (8)
    the incurrence of any Guarantee by the Company or any Subsidiary of Debt of the Company or a Subsidiary that was permitted to be incurred by another provision of this covenant and any Debt arising upon such contingent obligations becoming absolute and matured;

    (9)
    the incurrence by the Company or any of its Subsidiaries of Debt under Hedging Agreements or Bank Products; provided that (i) such Debt, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) and then outstanding, does not exceed $20.0 million in the aggregate and (ii) such Debt under Hedging Agreements, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) under Hedging Agreements and then outstanding, does not exceed $5.0 million;

    (10)
    Debt arising from rights of indemnity or contribution with respect to payments under Credit Facilities, the Indenture or documents related thereto;

    (11)
    Debt of the Company the proceeds of which are applied solely for the purpose of paying benefits to employees or former employees who are participants in non-qualified benefit plans of the Company and its Subsidiaries which are supported by the COLI Policies, provided that such Debt is secured solely by Liens which attach only to the COLI Policies;

    (12)
    letters of credit, surety, performance or appeal bonds, completion guarantees or similar instruments issued in the ordinary course of business of the Company and its Subsidiaries in connection with the supply, directly or indirectly, of modular housing or other products to the United States government and related agencies and instrumentalities thereof;

    (13)
    the incurrence by the Company and its Subsidiaries of:

    (i)
    Capital Leases of Equipment or Real Estate entered into in connection with Sale and Leaseback Transactions; provided that Liens securing the same attach only to the Equipment or Real Estate subject to the applicable Capital Lease;

    (ii)
    mortgage Debt of the Company or any Guarantor; provided that such mortgage Debt is secured solely by Liens which attach only to property that does not constitute Collateral; and

    (iii)
    other Debt other than Debt under Credit Facilities (including any such Debt Guaranteed by the Company or any of its Subsidiaries);

      in an aggregate principal amount, including all Debt incurred to refund, defease, renew, refinance or replace any Debt incurred pursuant to this clause (13), not to exceed $11.25 million at any time outstanding;

    (14)
    Debt that constitutes Debt solely under clause (b) of the definition thereof so long as the same remains secured by a Lien permitted under clause (d) or clause (e) of the definition of "Permitted Liens;" and

    (15)
    Debt secured by Liens on life insurance policies listed on a schedule to the Indenture in an aggregate amount not to exceed the cash surrender value of such life insurance policies, to the extent such loans are permitted by the Existing Credit Facilities; provided that such Debt shall be recourse only to such life insurance policies and the cash surrender value thereof; for the avoidance of doubt, such Debt shall be without recourse to the Company or any of its Subsidiaries or Affiliates.

        For purposes of determining compliance with any U.S. dollar-denominated restrictions on the incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and

76


such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Company or any Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. The principal amount of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. For purposes of determining compliance with this covenant:

    (1)
    the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt shall be disregarded; and

    (2)
    accrual of interest or dividends (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity will not be deemed to be an incurrence of Debt or issuance of Preferred Stock.

    Transactions with Affiliates

        The Company shall not, and shall not permit any of its Subsidiaries to sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or except as otherwise permitted in the Indenture invest in (by capital contribution or otherwise) or purchase or repurchase any Capital Stock or indebtedness, or any property, of any Affiliate, or except as otherwise permitted in the Indenture, become liable on any Guarantee of the indebtedness, dividends, or other obligations of any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

    (1)
    such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable arms-length at the time of such transaction by the Company or such Subsidiary with an unrelated Person; and

    (2)
    the Company delivers to the Trustee:

    (i)
    with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by the Board of Directors; and

    (ii)
    with respect to any Affiliate Transaction involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

        Notwithstanding the foregoing, none of the following shall be prohibited by this covenant (or be deemed to be Affiliate Transactions):

    (1)
    any employment agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements

77

      (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors' and officers' indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers or directors and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers or directors in the ordinary course of business;

    (2)
    transactions between or among (i) the Company and/or the Guarantors, (ii) while no Event of Default has occurred and is continuing, the Company and/or the Guarantors with one or more of the Subsidiaries of the Company that are not Guarantors or any other Affiliate in the ordinary course of business consistent with past practices or (iii) the Company and/or one or more of its Subsidiaries and any joint venture; provided in the case of clause (iii), no Affiliate of the Company (other than a Subsidiary) owns any of the Capital Stock of any such joint venture, provided that in the case of transactions with Affiliates other than Excluded Subsidiaries, in amounts and upon terms that have been provided to the Trustee and are no less favorable to the Company and the Guarantors than would be obtained in a comparable arms-length transaction with a third party that is not an Affiliate;

    (3)
    Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture;"

    (4)
    the issuance of Capital Stock (other than Disqualified Stock) of or capital contribution to the Company to the extent permitted by the Indenture;

    (5)
    any agreement as in effect on the Issue Date (including any tax sharing agreements) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect); and

    (6)
    transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business, consistent with past practice, and otherwise in compliance with the terms of the Indenture which are fair to the Company or its Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arms-length transaction with a Person that is not an Affiliate, in each case in the reasonable determination of the Board of Directors of the Company or the senior management thereof.

    Limitation on Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

    (i)
    the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property sold, as determined by a board resolution of the Board of Directors of the Company or by an Officers' Certificate;

    (ii)
    prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Company and any such Subsidiary comply with the "—Incurrence of Debt and Preferred Stock" covenant contained herein; and

    (iii)
    at or after such time, the Company and any such Subsidiary comply with the "—Limitation on Asset Sales" covenant contained herein.

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    Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

    (1)
    (i) pay dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Company or any of its Subsidiaries;

    (2)
    make loans or advances to the Company or any of its Subsidiaries; or

    (3)
    transfer any of its properties or assets to the Company or any of its Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions:

    (a)
    under contracts and other instruments in effect on the Issue Date, including the Existing Credit Facilities and other Debt in existence on the Issue Date and the related documentation;

    (b)
    under the Indenture, the Notes (including PIK Notes and Additional Notes), the Collateral Documents and the Intercreditor Agreement;

    (c)
    under any agreement or other instrument of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (but not incurred as consideration for, created in connection with or in contemplation of such acquisition), which encumbrance or restriction shall not extend to any assets or property of the Company or any of its Subsidiaries, other than assets or property so acquired;

    (d)
    existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;

    (e)
    in the case of clause (3) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Subsidiary not otherwise prohibited by the Indenture, (iii) contained in security agreements or mortgages securing Debt permitted under the Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages or (iv) any Lien on property or assets of the Company or any Subsidiary not otherwise prohibited by the Indenture;

    (g)
    existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition;

    (h)
    on cash or other deposits or net worth imposed by leases, credit agreements, customer contracts or other agreements entered into in the ordinary course of business;

    (i)
    in customary form under joint venture agreements and other similar agreements relating to joint ventures that are not Guarantors and in any event entered into in the ordinary course of business;

    (j)
    any encumbrances or restrictions created with respect to Debt of Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described under the caption "—Incurrence of Debt and Issuance of Preferred Stock;"

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    (k)
    any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Subsidiaries or any of their businesses; or

    (l)
    under any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (d) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

    Liens

        The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

    Payment of Taxes

        The Company will, and will cause each of its Subsidiaries to, (a) pay, or provide for the payment, when due (subject to permitted extensions), of all material taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises and make all required withholding and other tax deposits and establish adequate reserves for the payment of all such items; and (b) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, neither the Company nor any of its Subsidiaries need pay any amount pursuant to clauses (a) or (b) above (i) the payment of which it is contesting in good faith by appropriate proceedings diligently pursued, and (ii) as to which the Company or its Subsidiary, as the case may be, has established proper reserves to the extent required under GAAP, or the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

    Legal Existence and Good Standing

        The Company will, and will cause each Guarantor to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence or qualification or good standing would reasonably be expected to have a material adverse effect, except, in each case, as permitted otherwise under the Indenture.

    Permitted Businesses

        The Company will not and will not permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than Permitted Businesses, except to such extent as is not material to the Company and its Subsidiaries taken as a whole.

    Additional Note Guarantees

        If the Company or any of its Subsidiaries acquires or creates another Subsidiary (other than a Foreign Subsidiary of the Company) after the Issue Date that becomes a borrower or guarantor under Credit Facilities, or an existing Subsidiary that had not previously been a borrower or a guarantor under the Credit Facilities becomes a borrower or a guarantor thereunder, then such Subsidiary will

80

become a Guarantor and execute a Note Guarantee in accordance with the provisions of the Indenture within 10 Business Days of the date on which it was acquired or created or became a guarantor or borrower under the Credit Facilities.

    Payments for Consent

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

    Impairment of Security Interest

        Subject to the rights of the holders of Permitted Collateral Liens, the Company shall not, and shall not permit any of its Subsidiaries to, take or omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the holders. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Collateral Documents in any way that would be adverse to the holders in any material respect, except as permitted under the Indenture or the Intercreditor Agreement.

    After-Acquired Property

        Upon the acquisition by the Company or any Subsidiary of any After-Acquired Property, the Company or such Subsidiary shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and Opinions of Counsel as shall be necessary to vest in the Collateral Agent a perfected first priority security interest in all First Lien After-Acquired Property and a perfected second priority security interest in all Second Lien After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

    SEC and Other Reports

        Whether or not required by the Securities and Exchange Commission, so long as any Notes are outstanding, the Company must furnish to the holders of Notes (which may be satisfied by posting on the Company's website or filing with the Securities and Exchange Commission), within the time periods specified in the SEC's rules and regulations including any extension periods available under such rules and regulations (and if not required by the Securities and Exchange Commission, excluding any requirements and time periods applicable to "accelerated filers" (as defined in Rule 12b-2 under the Exchange Act)), and make available to securities analysts and potential investors upon request and post on its website:

    (1)
    all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K prepared in accordance with GAAP if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and

    (2)
    all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

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        The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the non-Guarantor Subsidiaries of the Company.

        In addition, the Company will, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Notes and Exchange Commission, furnish to the Holders, upon their request, or any prospective purchaser designated by any such Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Notes pursuant to Rule 144A under the Securities Act.

    Compliance Certificate

        The Company will deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA.

        The Company shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or Default and the action which the Company proposes to take with respect thereto.

    Maintenance of Office or Agency

        The Company will maintain an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, repurchase, redemption or conversion. The office of The Bank of New York Mellon Trust Company, N.A., 700 S. Flower Street, Suite 500, Los Angeles, CA 90017 (Attention: Corporate Unit), shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee).

        The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.

    Waiver of Usury Stay or Extension Laws

        Neither the Company nor any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture; and the Company and each Guarantor (to the extent that they may lawfully do so) expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power granted in the Indenture to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

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    Compliance with Laws

        The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable statutes, rules, regulations and orders of the United States, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliance as would not have a material adverse effect on the financial condition or results of operations of the Company and its Subsidiaries taken as a whole.

    Further Instruments and Acts

        Upon request of the Trustee, or as otherwise reasonably necessary, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of the Indenture.

    Recordings and Opinions

        The Company will furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent), on or before the time when the Company is required to provide annual reports pursuant to "—SEC and Other Reports" with respect to the preceding fiscal year, an Opinion of Counsel:

    (1)
    stating substantially that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and re-filings of the Indenture, the Collateral Documents and all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Indenture or any Collateral Documents in the Collateral and reciting with respect to the security interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given; or

    (2)
    to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien under the Indenture and the Collateral Documents;

and the Company will otherwise comply with the provisions of Section 314(b) of the Trust Indenture Act.

    Amendments to Existing Credit Facilities

        The Company shall not agree to any amendment, restatement or refinancing to or of the Existing Credit Facilities (or any other agreement with the lenders under the Existing Credit Facilities that has the effect of an amendment, restatement or refinancing) after the Ninth Amendment Effective Date to the extent that the effect thereof would be to increase any of the percentages or other amounts or limits specifically set forth in the definition of Borrowing Base (or introduce new categories of property as components of the Borrowing Base) in effect on the Ninth Amendment Effective Date other than the introduction of up to 100% of cash of the Company and any one or more of its Subsidiaries as a category in such Borrowing Base in an amount not to exceed the aggregate undrawn face amount of all outstanding letters of credit issued under the Existing Credit Facilities.

    Merger, Consolidation, or Sale of All or Substantially All Assets

        The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person.

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        No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than another Guarantor) unless:

    (1)
    subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental Indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Collateral Documents applicable to such Guarantor, the Intercreditor Agreement and the Indenture; and

    (2)
    immediately after giving effect to such transaction, no Default exists.

        Notwithstanding the foregoing any Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction if the Guarantor or successor entity, as applicable, remains a Guarantor.

        With respect to each transaction described in the above paragraphs, the Company, such Guarantor or the relevant surviving entity, as applicable, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral pledged by such Person, together with such financing statements as may be required to perfect any security interests in such Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction.

        In the event of (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or (ii) the sale or other disposition of Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Company, then the Person acquiring such assets (in the case of clause (i)) or such Guarantor (in the case of clause (ii)) will be automatically released and relieved of any Obligations under its Note Guarantee; provided that such sale or other disposition is in compliance with the Indenture, including the covenant described under "—Repurchase at the Option of Holders—Asset Sales" (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be so applied).

Events of Default and Remedies

        Each of the following constitutes an Event of Default under the Indenture:

    (1)
    default for 30 days in the payment when due of interest on the Notes;

    (2)
    default in payment when due of the principal of the Notes (whether at its Stated Maturity, upon repurchase, acceleration, optional redemption or otherwise);

    (3)
    failure by the Company to comply with the provisions described under "—Certain Covenants—Change of Control" or "—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets;"

    (4)
    failure by the Company for 60 days after receipt of notice given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes outstanding specifying such failure to comply with any of its other agreements in the Indenture, the Notes or the Collateral Documents;

    (5)
    failure by the Company or any Guarantor to deposit in a Collateral Account any Net Proceeds in respect of an Asset Sale or Net Loss Proceeds in respect of an Event of Loss, in each case, to the extent required to be so deposited under the Indenture, for a period of more than 10 days after the date such deposit was required to be made;

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    (6)
    the failure by the Company or any Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $10.0 million;

    (7)
    any judgment or decree for the payment of money in excess of $10.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) is entered against the Company or any Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

    (8)
    except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;

    (9)
    the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby other than in accordance with the terms of the relevant Collateral Document, the Intercreditor Agreement and the Indenture and other than the satisfaction in full of all obligations under the Indenture or the release or amendment of any such Lien in accordance with the terms of the Indenture, the Intercreditor Agreement or the Collateral Documents, or the Company or any Guarantor shall have repudiated or disaffirmed their obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against any of the Company or any Guarantor, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the Indenture, the Intercreditor Agreement and the relevant Collateral Document, any of the Collateral Documents or the Intercreditor Agreement shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Company; and

    (10)
    certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any of the Company's Subsidiaries that is a Significant Subsidiary.

        If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any Guarantor that is a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.

        The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Notes. Nothing in the Indenture shall be read to prevent the cure of any Event of Default.

        In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled, and the Event of Default shall be considered waived, if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by

85


the Company or a Subsidiary of the Company or waived by the holders of the relevant Debt within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all other existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal and interest, no holder may pursue any remedy with respect to the Indenture or the Notes unless:

    (1)
    such holder has previously given the Trustee notice that an Event of Default is continuing;

    (2)
    holders of at least 25% in aggregate principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

    (3)
    such holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

    (4)
    the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

    (5)
    the holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

        The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        Subject to the next sentence, if a Default occurs and is continuing under the Indenture and is known to the Trustee, the Trustee must mail to each holder of Notes notice of the Default. Except in the case of a Default in the payment of principal or interest, the Trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of holders of Notes.

        Subject to the provisions of the Intercreditor Agreement and Collateral Documents, the Trustee shall have the authority to direct the Collateral Agent to institute and to maintain such suits and proceedings as the Trustee may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or the Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the holders of the Notes in the Collateral (including suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interests or be prejudicial to the interests of the holders of the Notes).

        If any Event of Default occurs and is continuing, the Trustee may in its sole discretion exercise any remedies available to it pursuant to the Collateral Documents with respect to the First Lien Collateral,

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or, if so directed, shall exercise such remedies with respect to the First Lien Collateral as directed by the holders of at least a majority in principal amount of the then outstanding Notes.

        Pursuant to the terms of the Intercreditor Agreement, prior to the discharge of the first-priority Liens on Second Lien Collateral securing the Obligations under the Existing Credit Facilities, the agents under the Existing Credit Facilities will determine the time and method by which the mortgages or deeds of trust on the Second Lien Collateral will be enforced. In addition, the Trustee will not be permitted to enforce the mortgages or deeds of trust in the Second Lien Collateral or certain other rights related to the Notes even if an Event of Default has occurred and the Notes have been accelerated except in any insolvency or liquidation proceeding, as necessary to file a proof of claim or statement of interest with respect to the Notes or any Note Guarantee, and except in certain other limited situations. After the discharge of the first-priority Liens on the Second Lien Collateral securing the Existing Credit Facilities Obligations, the Collateral Agent, acting at the instruction of the holders of a majority in principal amount of the Notes, voting as one class, in accordance with the provisions of the Indenture and the Collateral Documents, will determine the time and method by which the mortgages or deeds of trust on the Collateral will be enforced and, if applicable, will distribute proceeds (after payment of the costs of enforcement and Collateral administration) of the Collateral received by it under the Collateral Documents for the ratable benefit of the holders of the Notes.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Note Guarantees, the Indenture, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes and Note Guarantees by accepting a Note and a Note Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Satisfaction and Discharge

        Upon the request of the Company, the Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes and other surviving provisions, as expressly provided for in the Indenture) and the Trustee, at the expense of the Company, shall execute proper instruments provided to it acknowledging satisfaction and discharge of the Indenture, the Note Guarantees, the Collateral Documents and the Notes when:

    (1)
    either:

    (a)
    all the Notes theretofore authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes that have been subject to defeasance as described under "—Legal Defeasance and Covenant Defeasance") have been delivered to the Trustee for cancellation; or

    (b)
    all Notes not theretofore delivered to the Trustee for cancellation:

    (i)
    have become due and payable;

    (ii)
    will become due and payable at maturity within one year; or

87

        (iii)
        are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee monies in the form of cash in Dollars in trust for the purpose in an amount sufficient to pay and discharge the entire Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest on the Notes to the date of such deposit (in case of Notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

    (2)
    the Company has paid or caused to be paid all sums payable under the Indenture by the Company;

    (3)
    the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

    (4)
    the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

    (5)
    the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture, the Note Guarantees and the Notes have been complied with.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its and any Guarantor's obligations discharged with respect to the Notes, any Note Guarantees, as the case may be, the Collateral Documents and the Intercreditor Agreement ("Legal Defeasance"), and cure all then existing Events of Default except for:

    (1)
    the rights of holders of outstanding Notes to receive payments in respect of the principal and interest when such payments are due from the trust referred to below;

    (2)
    the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

    (3)
    the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and

    (4)
    the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes and the Note Guarantees. In the event Covenant Defeasance occurs, certain events (not including non-payment, and, solely with respect to the Company, bankruptcy and insolvency events) described under "—Events of Default" will no longer constitute an Event of Default with respect to the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement. In addition, upon covenant defeasance, the applicable Note Guarantees of each Guarantor will be released.

88

        In order to exercise either Legal Defeasance or Covenant Defeasance:

    (1)
    the Company or the Guarantors must irrevocably deposit with the Trustee (or other qualifying trustee, collectively for this purpose, the term "Trustee" shall include any such qualifying trustee), in trust, for the benefit of the holders of the Notes cash in U.S. dollars, Government Notes, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of and interest on the Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company and the Guarantors must specify whether the Notes are being defeased to maturity or to a particular redemption date;

    (2)
    in the case of Legal Defeasance, the Company or the Guarantors shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

    (a)
    the Company and the Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling; or

    (b)
    since the Issue Date, there has been a change in the applicable federal income tax law,

      and, in either case, to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

    (3)
    in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

    (4)
    no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

    (5)
    such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of the Trust Indenture Act);

    (6)
    such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

    (7)
    the Company or the Guarantors must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other creditors of the Company or the Guarantors, as applicable, with the intent of defeating, hindering, delaying or defrauding creditors of the Company or the Guarantors, as applicable, or others; and

    (8)
    the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each

89

      stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption or repurchase. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or before any repurchase offer.

        The Notes will be issued in registered form and the registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes).

        Notwithstanding the foregoing, without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

    (1)
    reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

    (2)
    reduce the principal of or change the fixed maturity of any Note or change the dates (to earlier dates) of, redemption of any Note (other than dates under the provisions described under "—Repurchase at the Option of Holders—Asset Sales");

    (3)
    reduce the rate of or change the time for payment of interest on any Note;

    (4)
    waive a Default in the payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration);

    (5)
    make any Note payable in money other than that stated in the Notes;

    (6)
    impair the rights of holders of Notes to receive payments of principal of or interest on the Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any Notes;

    (7)
    make any change in the foregoing amendment and waiver provisions; or

    (8)
    except as permitted by the Indenture, release any Note Guarantee or substantially all of the Collateral other than in accordance with the Indenture, the Collateral Documents or the Intercreditor Agreement.

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        In addition, any amendment to, or waiver of, the provisions of the Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or otherwise modify the Intercreditor Agreement in any manner adverse in any material respect to the holders of the Notes will require the consent of the holders of at least 662/3% in aggregate principal amount of Notes then outstanding.

        Notwithstanding the foregoing, without the consent of any holder of Notes, the Company and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement for certain reasons, including to:

    (1)
    cure any ambiguity, defect or inconsistency;

    (2)
    provide for uncertificated Notes in addition to or in place of certificated Notes;

    (3)
    provide for the assumption of any Guarantor's obligations to holders of Notes in the case of a merger, consolidation or sale of assets, permitted to be granted to third parties, or amend, restate or assign the Collateral Documents or the Intercreditor Agreement in connection with a refinancing of the Existing Credit Facilities in accordance with the provisions of the Indenture, the Collateral Documents or the Intercreditor Agreement or provide for additional Guarantors or to add collateral;

    (4)
    make any change that would provide any additional rights or benefits to the holders of Notes;

    (5)
    comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or

    (6)
    provide for the issuance of Additional Notes, including PIK Notes, under the Indenture in accordance with the limitations set forth in the Indenture as of the Issue Date.

Concerning the Trustee

        The Bank of New York Mellon Trust Company, N.A. will act as Trustee for the Notes and initially as Registrar, Paying Agent and Collateral Agent. The Company may change the Paying Agent, Registrar or Collateral Agent without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Bank of New York Mellon Trust Company, N.A. is also the trustee for the 2003 Subordinated Debentures and the Company's 6% Convertible Subordinated Debentures due 2028.

        The Indenture contains certain limitations on the rights of the Trustee, should the Trustee become a creditor of the Company, to obtain payment of claims in such capacity in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if the Trustee acquires any conflicting interest (as defined in Section 310(b) of the Trust Indenture Act) the Trustee must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        In case an Event of Default shall occur (which shall not be cured), the Trustee shall be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.

Book-Entry; Delivery and Form

        The Notes will be initially issued in the form of one or more global securities (collectively, the "Global Notes") registered in the name of the DTC or its nominee.

        Upon the issuance of a Global Note, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons or received by such Persons in the exchange offer. Ownership of beneficial

91


interests in a Global Note will be limited to Persons that have accounts with DTC ("participants") or Persons that may hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such Global Note other than participants).

        Payment of principal of and interest on Notes represented by a Global Note will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Notes represented thereby for all purposes under the Indenture. The Company has been advised by DTC that upon receipt of any payment of principal of or interest on any Global Note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Note as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global Note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in "street name" and will be the sole responsibility of such participants.

        A Global Note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Note is exchangeable for certificated Notes only if:

    (1)
    DTC notifies the Company that it is unwilling or unable to continue as a depositary for such Global Note or if at any time DTC ceases to be a clearing agency registered under the Exchange Act;

    (2)
    the Company in its discretion at any time determines not to have all the Notes represented by such Global Note; or

    (3)
    there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes represented by such Global Note.

        Any Global Note that is exchangeable for certificated Notes pursuant to the preceding sentence will be exchanged for certificated Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such Global Note may direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of like denomination to be registered in the name of DTC or any successor depositary or its nominee In the event that a Global Note becomes exchangeable for certificated Notes,

    (1)
    certificated Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;

    (2)
    payment of principal of and interest on the certificated Notes will be payable, and the transfer of the certificated Notes will be registerable, at the office or agency of the Company maintained for such purposes; and

    (3)
    no service charge will be made for any registration of transfer or exchange of the certificated Notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

        So long as DTC or any successor depositary for a Global Note, or any nominee, is the registered owner of such Global Note, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. Except as set forth above, owners of beneficial interests in a Global Note will not be entitled to have the Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or holders of any Notes under such Global Note. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of

92

DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        DTC has advised the Company that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in Global Notes among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee or the Exchange Agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "1998 Subordinated Debentures" means the Company's 6% Convertible Subordinated Debentures due February 15, 2028 in the original principal amount of $296,400,000.

        "2003 Subordinated Debentures" means $100,000,000 in original principal amount of unsecured, convertible senior subordinated debentures issued by the Company on December 22, 2003.

        "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

        "After-Acquired Property" means First Lien After-Acquired Property and Second Lien After-Acquired Property.

        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Guarantor of (A) any Capital Stock of any Subsidiary of the

93


Company; or (B) any other property or assets of the Company or any Subsidiary of the Company; provided, however, that Asset Sales shall not include:

    (1)
    sales or other dispositions of Inventory in the ordinary course of business;

    (2)
    sales, trade-ins, exchanges or other dispositions of Equipment in the ordinary course of business that is obsolete or no longer usable by the Company or any of its Subsidiaries in its business with an orderly liquidation value not to exceed $5,000,000 in any fiscal year;

    (3)
    sales, trade-ins, exchanges or other dispositions of assets by the Company or any of its Subsidiaries (other than First Lien Collateral or Second Lien Collateral) with an orderly liquidation value not to exceed $5,000,000 in the aggregate;

    (4)
    the winding-up or dissolution of an Inactive Subsidiary or an Excluded Subsidiary;

    (5)
    a Sale and Leaseback Transaction permitted by the terms of the Indenture;

    (6)
    the sale, lease, conveyance, disposition or other transfer of Assets Held For Sale;

    (7)
    sales or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of the Company or any of its Subsidiaries in accordance with industry practice in the ordinary course of business to the extent that such license does not prohibit the Company or any of its Subsidiaries from using the technologies licensed or require the Company or any of its Subsidiaries to pay any fees for any such use;

    (8)
    the sale, lease, conveyance, disposition or other transfer: of all or substantially all of the assets of the Company as permitted under the "Merger, Consolidation and Sale of Assets" covenant;

    (9)
    the sale, lease, conveyance, disposition or other transfer of any Capital Stock or other ownership interest in or assets or property of a Person which is not a Subsidiary, pursuant to any foreclosure of assets or other remedy provided by applicable law to a creditor of the Company or any of its Subsidiaries with a Lien on such assets, which Lien is a Permitted Lien; provided that such foreclosure or other remedy is conducted in a commercially reasonable manner or in accordance with any bankruptcy law, involving only Cash Equivalents or Inventory in the ordinary course of business or obsolete or worn out property or property that is no longer useful in the conduct of the business of the Company or its Subsidiaries in the ordinary course of business consistent with past practices of the Company or such Subsidiary, or including only the lease or sublease of any real or personal property in the ordinary course of business;

    (10)
    Events of Loss;

    (11)
    the consummation of any transaction in accordance with the terms of "Limitation on Restricted Payments"; and

    (12)
    the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Company or any of its Subsidiaries.

        "Assets Held For Sale" means those certain assets or properties defined as "Assets Held for Sale" under the Existing Credit Facilities, as in effect on the Ninth Amendment Effective Date, and set forth in Schedule B to the Indenture.

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessee, be extended. Such present

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value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Bank Products" means any one of the following types of services or facilities extended to the Company or any of its Subsidiaries by a lender or agent under Credit Facilities, or any of its Affiliates in reliance on the agreement of such lender or agent under Credit Facilities to indemnify such Affiliate: (i) credit cards, (ii) any cash management or related services, including the automatic clearinghouse transfer of funds by such lender or agent under Credit Facilities for the account of any of the Company and its Subsidiaries pursuant to agreement or overdrafts, (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements.

        "Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

        "Beneficial Owner," "Beneficially Own" and "Beneficial Ownership" have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular "person" or "group", as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

        "Board of Directors" means, with respect to any Person, the board of directors (or any body performing similar functions) of such Person, or (except if used in the definition of "Change of Control") any authorized committee of the board of directors (or such body) of such Person.

        "Borrowing Base" means the "Borrowing Base" as such term is defined in the Existing Credit Facilities, as the same may be modified in accordance with the covenant described under "—Certain Covenants—Amendments to Existing Credit Facilities;" provided, that, without duplication of any increase to the Borrowing Base as a result of amendments contemplated by the proviso under "—Certain Covenants—Amendments to Existing Credit Facilities," for purposes of calculating the Borrowing Base, the Borrowing Base shall be increased (without modification of the definition thereof in the Existing Credit Facilities) by an amount of cash, not to exceed the aggregate undrawn face amount of all letters of credit issued under Credit Facilities outstanding on any relevant calculation date, so long as such cash is held in a deposit account subject to a control agreement or other similar agreement prohibiting the release of cash therefrom without the consent of the agent under the applicable Credit Facilities.

        "Business Day" means any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California, New York, New York or Charlotte, North Carolina are required or permitted to be closed.

        "Capital Lease" of a Person means any lease of property by such Person which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Person.

        "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock or other equity interests, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights, options to purchase or other rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Capitalized Lease Obligation" means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

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        "Cash Equivalents" means:

    (1)
    a marketable obligation, maturing within two years after issuance thereof, issued or guaranteed by the United States or an instrumentality or agency thereof;

    (2)
    a certificate of deposit or banker's acceptance, maturing within one year after issuance thereof, issued by any lender under the Credit Facilities, or a national or state bank or trust company or a European, Canadian or Japanese bank, in each case having capital and surplus of at least $100,000,000 (provided that the aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States of America shall not at any time exceed 33% of all Investments described in this definition);

    (3)
    open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A1 or better by S&P or P1 or better by Moody's, or the equivalent rating by any other nationally recognized rating agency;

    (4)
    repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary government securities dealer by the Federal Reserve Board or whose securities are rated AA or better by S&P or Aa3 or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America;

    (5)
    "Money Market" preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States, which has a rating of "A" or better by S&P or Moody's or the equivalent rating by any other nationally recognized rating agency;

    (6)
    tax exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA or better by S&P or Aa2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency; and

    (7)
    shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or any other mutual fund holding assets consisting (except for de minimis amounts) of the type specified in clauses (1) through (6) above.

        "Change of Control" means the occurrence of any of the following events:

    (1)
    the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or a direct or indirect subsidiary of the Company;

    (2)
    the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company or other Voting Stock into which the Company's Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

96

    (3)
    the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or

    (4)
    the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors;

provided, however, that a transaction shall not be deemed to involve a Change of Control under clause (1) or (2) above if: (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company or a holding company becomes the successor to the Company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company's Voting Stock immediately prior to that transaction.

        "Collateral" means all First Lien Collateral and Second Lien Collateral.

        "Collateral Account" means the collateral account established in accordance with the Collateral Documents in the name of the Collateral Agent for the benefit of the holders of Notes.

        "Collateral Agent" means the Trustee acting as the collateral agent for the holders of the Notes under the Collateral Documents and any successor acting in such capacity.

        "Collateral Documents" means any account control agreements, the mortgages, deeds of trust and other documents, as the same may be amended, supplemented or otherwise modified from time to time, pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the ratable benefit of the holders of the Notes and the Trustee or notice of such pledge, assignment or grant is given.

        "COLI Policies" means company-owned life insurance policies entered into in the ordinary course of business and consistent with past practice.

        "Continuing Director" means, as of any date of determination, any member of the board of directors of the Company who:

    (1)
    was a member of such board of directors on the date hereof; or

    (2)
    was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of a proxy statement of the Company in which such member was named as a nominee for election as a director, without objection to such nomination).

        "Credit Facilities" means, with respect to the Company and its Subsidiaries, one or more credit facilities agented by a lending institution (including the Existing Credit Facilities), as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

        "Debt" means, with respect to any Person and without duplication, all liabilities, obligations and indebtedness of such Person to any other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables incurred in the ordinary course of

97


business, but including (a) all Obligations under Credit Facilities; (b) all obligations and liabilities of any other Person secured by any Lien on such Person's property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations and liabilities under Guarantees; (e) the present value of lease payments due under synthetic leases; (f) all obligations and liabilities under any preferred stock (including the Trust Securities) or similar securities; and (g) indebtedness or other payment obligations in respect of Hedging Obligations and Bank Products.

        "Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

        "Designated Senior Debt" means any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products, in each case incurred by the Company or any of its Subsidiaries (including any extended or renewed letters of credit deemed incurred on the initial issue date thereof); provided that "Designated Senior Debt" shall not include: (i) that portion of any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) in an amount in excess of the sum of $160,000,000 less the aggregate amount of all Net Proceeds from Asset Sales applied in accordance with Clause (2)(A) of the second paragraph under "—Certain Covenants—Limitation on Asset Sales" and (ii) that portion of any Debt under Hedging Agreements or Bank Products in an amount in excess of $20.0 million, in each case when incurred; provided further that any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products shall constitute Designated Senior Debt if the lenders under the Credit Facilities obtained an Officers' Certificate at the time of incurrence to the effect that such Debt was permitted to be incurred hereunder.

        "Disqualified Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is:

    (1)
    required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Notes; or

    (2)
    convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Debt having a scheduled maturity on or prior to the date that is 91 days after the Stated Maturity of the Notes;

        Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Company or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or

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redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under "—Certain Covenants—Restricted Payments"; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Company (or any of its Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

        For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Company of such Disqualified Stock.

        "Distribution" means, in respect of any Person: (a) a payment, or the making of any dividend or other distribution of property, in respect of Capital Stock of such Person, other than distributions in Capital Stock of the same class; (b) the redemption or other acquisition by such Person of its Capital Stock; (c) any principal payment on, purchase, defeasance, redemption, prepayment, or other acquisition or retirement for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, of any Debt of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's Note Guarantee, as the case may be (but in any event, for the avoidance of doubt, excluding Designated Senior Debt); or (d) any payment of interest in cash in respect of Subordinated Debt if such payment may be deferred in accordance with terms thereof.

        "Dollar" and "$" means dollars in the lawful currency of the United States.

        "Equipment" means, with respect to any Person, all of such Person's now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of such Person's rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

        "Event of Default" has the meaning as described above under "—Events of Default".

        "Event of Loss" means, with respect to any property or asset constituting Collateral, any of the following:

    (1)
    any loss, destruction or damage of such property or asset;

    (2)
    any institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

    (3)
    any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

99

    (4)
    any settlement in lieu of clauses (2) or (3) above.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Subsidiaries" means, collectively, Subsidiaries of the Company other than the Guarantors.

        "Existing Credit Facilities" means the Third Amended and Restated Credit Agreement , dated as of January 5, 2007, among the Company, Fleetwood Holdings, Inc. and certain of its Subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

        "Existing Debentures Debt" means the unsecured Debt from time to time outstanding under the 1998 Subordinated Debentures and the 2003 Subordinated Debentures and the maximum liability of the Company on any subordinated Guarantee of the Trust Securities.

        "Financial Statements" means, according to the context in which it is used, any financial statements required to be given to the Trustee pursuant to the Indenture.

        "First Lien After-Acquired Property" means equipment or fixtures acquired by the Company or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the First Lien Collateral.

        "First Lien Collateral" means Real Estate on which first-priority Liens are, from time to time, granted to secure the Notes pursuant to the Collateral Documents. The aggregate appraised value of all First Lien Collateral on the Issue Date shall be no less than $19.25 million and shall not exceed $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities).

        "Fiscal Quarter" means any fiscal quarter of any Fiscal Year.

        "Fiscal Year" means the Company's fiscal year for financial accounting purposes, which currently ends on the last Sunday in April.

        "Fleetwood Trust" means Fleetwood Capital Trust, a business trust organized under the laws of the State of Delaware, whose sole assets consist of the 1998 Subordinated Debentures.

        "Foreign Subsidiary" means any Subsidiary of the Company organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

        "GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession). All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity with GAAP as in effect on the Issue Date.

        "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising

100


executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

        "Government Notes" means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

        "Guarantee" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

        "Guarantors" means each Subsidiary of the Company party to the Indenture and each Subsidiary of the Company that executes and delivers a Note Guarantee after the Issue Date, in each case until released from its Note Guarantee in accordance with the terms of the Indenture.

        "Hedge Agreement" means, with respect to any Person, any and all transactions, agreements or documents now existing or hereafter entered into, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person's exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

        "Holder" and "Holders" means the Person in whose name a Note is registered in the registrar's books.

        "Intercreditor Agreement" means that certain Intercreditor Agreement, dated on or about the Issue Date, among Bank of America, N.A. as the administrative agent under the Existing Credit Facilities (the "Administrative Agent"), on behalf of the lenders under the Existing Credit Facilities and as Priority Lien Collateral Agent, and the Trustee, on behalf of the Holders of the Notes and the Bank of New York Mellon Trust Company, N.A. as the Collateral Agent (and together with the Administrative Agent, the "Secured Parties") as amended, restated, assigned or replaced (in substantially similar form) as permitted under the Indenture.

        "Inventory" means, with respect to any Person, all of such Person's now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person's business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents (as such term is defined in the Uniform Commercial Code as in effect in the State of New York) representing them.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or

101


capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Debt, or similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

    (1)
    Obligations in respect of Hedging Agreements entered into in the ordinary course of business in compliance with the Indenture;

    (2)
    endorsements of negotiable instruments and documents in the ordinary course of business; and

    (3)
    an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company.

        "Issue Date" means the date on which the Notes are first issued under the Indenture.

        "Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

        "Net Loss Proceeds" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts to be applied to the repayment of Debt secured by any Permitted Lien on the asset or assets that were the subject of such Event of Loss, and any taxes paid or payable as a result thereof.

        "Net Proceeds" means the aggregate cash proceeds or Cash Equivalents received by the Company or any of its Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (A) commissions and other customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Company or such Subsidiary in connection therewith (other than any amounts payable to any Affiliate), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent that such Liens are Permitted Liens), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

        "Ninth Amendment Effective Date" means October 29, 2008, the "Effective Date" as defined in the Ninth Amendment to the Existing Credit Facilities.

        "Note Guarantee" means the unconditional Guarantee by each Guarantor of the Company's Obligations under the Notes. Any Guarantor that is not a party to the Indenture on the Issue Date shall execute a Note Guarantee and become a Guarantor by executing and delivering to the Trustee a supplemental indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law

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for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, including with respect to Obligations in respect of the Existing Credit Facilities, "Obligations" as defined in the Existing Credit Facilities as in effect on the Ninth Amendment Effective Date.

        "Officers" means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

        "Officers' Certificate" means a certificate signed by two Officers.

        "Opinion of Counsel" means a written opinion from legal counsel which opinion is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers' Certificate, without any independent investigation.

        "Permitted Business" means the businesses conducted by the Company and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

        "Permitted Collateral Liens" means Liens permitted under clauses (a) (to the extent such Lien constitutes a Lien on Second Lien Collateral), (b) (e) and (f) of the definition of "Permitted Liens."

        "Permitted Investments" means by the Company or any Subsidiary in:

    (1)
    any Investment in the Company or a Guarantor (including in the form of intercompany Debt or in any Capital Stock of a Guarantor otherwise permitted under the Indenture);

    (2)
    (a) cash, Cash Equivalents or (b) to the extent determined by the Company in good faith to be necessary for local currency working capital requirements of a Foreign Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Subsidiary having such requirements;

    (3)
    a Person, if as a result of such Investment (A) such Person becomes a Guarantor or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Guarantor;

    (4)
    any securities or other assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under "—Certain Covenants—Asset Sales" or in connection with any disposition of assets not constituting an Asset Sale;

    (5)
    any Investment solely in exchange for the issuance of Capital Stock of the Company;

    (6)
    receivables owing to the Company or any Subsidiary of the Company, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Company or Subsidiary of the Company deems reasonable);

    (7)
    loans or advances to employees and officers (or guarantees of third-party loans to employees or officers) in the ordinary course of business;

    (8)
    stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of litigation, disputes or debts as a result of bankruptcy or insolvency proceedings or pursuant to any plan of reorganization;

103

    (9)
    any Investment existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date;

    (10)
    Investments in Hedge Agreements not otherwise prohibited under the Indenture;

    (11)
    Investments in split dollar life insurance policies on officers and directors of the Company and its Subsidiaries in the ordinary course of business;

    (12)
    Operating leases, Equipment, Inventory and other property and assets owned or used by the Company or any Subsidiary in the ordinary course of business;

    (13)
    licenses in the ordinary course of business; and

    (14)
    additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed $10.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

        "Permitted Junior Securities" means (1) Capital Stock of the Company or any Guarantor; or (2) debt securities of the Company or any Guarantor that (A) are subordinated to all Designated Senior Debt and any debt securities issued in exchange for Designated Senior Debt to substantially the same extent as, or to a greater extent than the Guarantees of the Notes are subordinated to Designated Senior Debt pursuant to the terms of the Indenture and (B) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Notes.

        "Permitted Liens" means:

    (a)
    Liens securing Debt incurred under clause (1) of the covenant set forth under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock" that was permitted by the terms of the Indenture to be incurred, including Liens in respect of any cash collateral accounts pledged to support any such Debt (including Debt under letters of credit);

    (b)
    Liens for taxes not delinquent or statutory Liens for taxes in an amount not to exceed $3,000,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established on books and records of the Company and its Subsidiaries and a stay of enforcement of any such Lien is in effect;

    (c)
    Liens of the Trustee or Collateral Agent or Liens in favor of the Company or any of its Subsidiaries;

    (d)
    Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than Liens arising under the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder, or Liens in favor of any governmental authority for any Liability under applicable environmental laws or damages arising from, or costs incurred by such governmental authority in response to, a release or threatened release of a contaminant into the environment) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

    (e)
    Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $1,000,000 in the aggregate at any time;

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    (f)
    Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Company's business;

    (g)
    Liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of imminent loss or forfeiture and a stay of execution pending appeal or proceeding for review is in effect;

    (h)
    Liens on the assets of the Company or any Subsidiary securing Debt existing on the Issue Date and refundings, renewals, refinancings, replacements, defeasances and extensions thereof to the extent permitted under clause (6) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock";

    (i)
    Interests of lessors under operating leases;

    (j)
    other Liens securing Debt not in excess of $1,000,000 in the aggregate at any time outstanding;

    (k)
    Liens securing the Obligations under the Notes (including PIK Notes and Additional Notes);

    (m)
    Liens on assets of the Excluded Subsidiaries, as long as the holder of such Lien has no recourse to the Company or any Guarantor or its assets;

    (n)
    to the extent permitted thereunder, Liens securing Debt permitted under clauses (4), (5), (6), (11) and (13) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock";

    (o)
    Liens on any Real Estate that does not constitute Collateral;

    (p)
    bankers liens and rights of set off with respect to customary depositary arrangements entered into in the ordinary conduct of business;

    (q)
    Liens securing Debt permitted under clause (9) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock;" provided that (i) such Liens also extends to all of the assets and properties that secure Debt incurred under the Existing Credit Facilities and (ii) such Liens are senior to or on a parity with the Liens securing Debt under the Existing Credit Facilities;

    (r)
    Liens on or in respect of the Collateral Account securing the Obligations under the Notes;

    (s)
    Liens on or in respect of cash collateral securing additional obligations in an amount not to exceed $20.0 million in the aggregate in respect of letters of credit permitted under clause (12) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock;" and

    (t)
    Liens on life insurance policies listed on a schedule to the Indenture to the extent such Liens are permitted by the Existing Credit Facilities, securing Debt permitted under clause (15) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock."

        "Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

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        "Preferred Stock" means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

        "Real Estate" means, as to any Person, all of such Person's now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Person's now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto and any and all income, rents, profits and proceeds thereof.

        "Representative" means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

        "Restricted Investment" means any Investment other the a Permitted Investment.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Subsidiary of the Company and is thereafter leased back as a Capital Lease by the Company or any Subsidiary.

        "Second Lien After-Acquired Property" means equipment or fixtures acquired by the Company or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Second Lien Collateral and any assets acquired by the Company or any Subsidiary as contemplated by clause (2)(B) of the second paragraph under "—Repurchase at Option of Holders—Limitation on Asset Sales".

        "Second Lien Collateral" means Real Estate on which second-priority Liens are granted to secure the Notes pursuant to the Collateral Documents; provided that in no event shall any Real Estate be deemed to be Second Lien Collateral unless and until a first priority mortgage with respect to such Real Estate is granted to secure the Designated Senior Debt.

        "Secured Debt" means any Debt secured by a Lien on assets of the Company or any Guarantor.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Senior Debt" means all Debt of the Company or any Guarantor, other than Subordinated Debt.

        "Senior Officer" means the Chief Executive Officer or the Chief Financial Officer of the Company.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

        "S&P" means Standard & Poor's Rating Services.

        "Stated Maturity" means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

        "Subordinated Debt" means any Debt of the Company or any Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to

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the Notes or the applicable Note Guarantee (but in any event, for the avoidance of doubt, excluding Designated Senior Debt).

        "Subsidiary" of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting Capital Stock, is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of the Company.

        "Trust Securities" means, collectively, (a) the 6% Convertible Trust Preferred Securities issued by Fleetwood Trust in February 1998 with a liquidation preference of $50 per share, guaranteed on a subordinated unsecured basis by the Company, (b) any convertible preferred securities issued by Fleetwood Trust in exchange therefor to the extent and only to the extent that issuance of such securities is permitted under the Indenture, (c) any additional securities issued by Fleetwood Trust concurrently with, and having the same terms as, the securities issued in such exchange to the extent and only to the extent that issuance of such securities is permitted under the Indenture, and (d) the 6% Convertible Trust Common Securities issued by Fleetwood Trust to the Company in February 1998.

        "Trustee's Liens" means the Liens in the Collateral granted to the Trustee, for the benefit of the Holders and the Trustee pursuant to the Collateral Documents.

        "Voting Stock" means, with respect to any specified "person" as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

    (1)
    the then outstanding aggregate principal amount of such Indebtedness, into

    (2)
    the sum of the total of the products obtained by multiplying

    (i)
    the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

    (ii)
    the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

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 DESCRIPTION OF CAPITAL STOCK

Capital Stock

        Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $1.00 per share.

        At October 29, 2008 we had outstanding:

    •
    76,319,526 shares of common stock, excluding shares held by Fleetwood as treasury stock;

    •
    exercisable stock options to purchase an aggregate of approximately 3,570,425 shares of our common stock;

    •
    no shares of preferred stock;

    •
    an aggregate of approximately $151,250,000 in stated liquidation amount of the 6% convertible trust preferred securities. Holders of these preferred securities have the right to convert their securities into an aggregate of 3,104,467 shares of our common stock, subject to adjustment; and

    •
    an aggregate of $100,000,000 principal amount of Old Debentures convertible into a maximum of 8,503,400 shares of our common stock.

Common Stock

        Subject to the rights of holders of our preferred securities that may be issued in the future, our common stockholders are entitled to receive dividends if and when they are declared by our board of directors from legally available funds and, in the event of liquidation, to receive pro rata all assets remaining after payment of all obligations. Each holder of our common stock is entitled to one vote for each share held and to cumulate its votes for the election of directors. Our stockholders do not have preemptive rights.

        Computershare is the transfer agent and registrar for our common stock.

Preferred Stock

        As of the date of this prospectus, no shares of our preferred stock are outstanding. The authorized shares of our preferred stock are issuable, without further stockholder approval, in one or more series as determined by our board of directors. Our board of directors also determines the voting rights, designations, powers, preferences, and the relative participating, optional or other rights of each series of our preferred stock, as well as any qualifications, limitations or restrictions. We will distribute a prospectus supplement with regard to each particular issue or series of preferred stock we offer under a shelf registration statement. Each such prospectus supplement will describe, as to the series of preferred stock to which it relates:

    •
    the title of the series of preferred stock;

    •
    any limit upon the number of shares of the series of preferred stock which may be issued;

    •
    the preference, if any, to which holders of the series of preferred stock will be entitled upon our liquidation;

    •
    the date or dates on which we will be required or permitted to redeem the preferred stock;

    •
    the terms, if any, on which we or holders of the preferred stock will have the option to cause the preferred stock to be redeemed or purchased;

    •
    the voting rights, if any, of the holders of the preferred stock;

    •
    any listing of the preferred stock on any securities exchange;

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    •
    the dividends, if any, which will be payable with regard to the series of preferred stock, which may be fixed dividends or participating dividends and may be cumulative or non-cumulative;

    •
    the rights, if any, of holders of preferred stock to convert it into another class of our stock or securities, including provisions intended to prevent dilution of those conversion rights;

    •
    any provisions by which we will be required or permitted to make any payments to a sinking fund to be used to redeem preferred stock or a purchase fund to be used to purchase preferred stock;

    •
    any material United States federal income tax considerations applicable to the preferred stock; and

    •
    any other material terms of the preferred stock.

Effect of New Issuance of Preferred Stock

        If our board were to issue a new series of preferred stock, the issuance of such preferred stock could:

    •
    decrease the amount of earnings and assets available for distribution to existing common stockholders;

    •
    make removal of the present management more difficult;

    •
    result in restrictions upon the payment of dividends and other distributions to existing common stockholders;

    •
    delay or prevent a change in control of our company; and

    •
    limit the price that investors are willing to pay in the future for our existing common stock.

Possible Anti-Takeover Effects of Delaware Law and Relevant Provisions of Our Certificate of Incorporation

        Provisions of Delaware law and our restated certificate of incorporation and bylaws may make more difficult the acquisition of the company by tender offer, a proxy contest or otherwise or the removal of our officers and directors. For example:

    •
    Section 203 of the Delaware General Corporation Law prohibits certain publicly-held Delaware corporations from engaging in a business combination with an interested stockholder for a period of three years following the time such person became an interested stockholder unless the business combination is approved in a specified manner. Generally, an interested stockholder is a person who, together with its affiliates and associates, owns 15% or more of the corporation's voting stock, or is affiliated with the corporation and owns or owned 15% of the corporation's voting stock within three years before the business combination.

    •
    Our restated certificate of incorporation provides for a classified board of directors, approximately one-third of which is elected annually for a three-year term. Our restated certificate of incorporation also requires a vote of holders of at least 80% of our voting stock to adopt or modify our bylaws, or to approve a merger, a sale of all or substantially all of our assets or certain other transactions between us and any other corporation holding directly or indirectly more than 5% of our voting stock, unless the merger, sale or other transaction was approved by our board of directors prior to the other corporation's acquisition of more than 5% of our voting stock. The above provisions cannot be changed unless the change is approved by the affirmative vote of at least 80% of our voting stock.

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    •
    Our restated certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders. Special meetings of stockholders may be called only by our board of directors or by a committee thereof which has been duly provided the power and authority to call such meetings.

    •
    Our bylaws provide time limitations for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholders' meetings.

        Copies of our restated certificate of incorporation and bylaws, each as amended, have been filed with and are publicly available at or from the Securities and Exchange Commission. See "Where You Can Find More Information."

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 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this offering memorandum was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any holder, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each holder should seek advice based on its particular circumstances from an independent tax advisor.

        The following is a general discussion of certain U.S. federal income tax consequences of the Exchange Offer to holders of Old Debentures. This discussion is a summary for general information purposes only and does not consider all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their individual investment circumstances or to certain types of holders subject to special tax rules, including financial institutions, broker-dealers, insurance companies, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons that hold Old Debentures or will hold New Notes or Shares as part of a "straddle," a "hedge," a "conversion transaction" or other "integrated transaction," "U.S. Holders" (as defined below) that have a functional currency other than the U.S. dollar, partnerships or other pass-through entities, certain former citizens or permanent residents of the United States and persons subject to the alternative minimum tax. This discussion also does not address any state, local or foreign tax consequences or any U.S. federal tax consequences other than income tax consequences. This summary assumes that holders have held the Old Debentures and will hold the New Notes and Shares exclusively as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

        This summary is based on the Code and applicable Treasury Regulations, rulings, administrative pronouncements and decisions as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect. There can be no assurance that the Internal Revenue Service ("IRS") will not challenge one or more of the tax consequences described herein, and the Company has not obtained, and does not intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the Exchange Offer.

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of Old Debentures, New Notes or Shares that is (i) a citizen or an individual resident of the United States; (ii) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized, or treated as created or organized, in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        As used herein, the term "Non-U. S. Holder" means a beneficial owner of Old Debentures, New Notes or Shares that is neither a U.S. Holder nor a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes).

        If a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Old Debentures, New Notes or Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. The partner and partnership should consult their own tax advisors concerning the tax treatment of the Exchange Offer. This disclosure does not address the tax treatment of partnerships or persons who hold their Old Debentures, New Notes or Shares through a partnership.

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        You are urged to consult your own tax advisor regarding the specific U.S. federal, state, local and foreign tax consequences of the Exchange Offer.

Tax Consequences to U.S. Holders

        The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a U.S. Holder that tenders Old Debentures in the Exchange Offer.

    Tax Consequences to U.S. Holders of the Exchange

        The exchange of the Old Debentures for New Notes and Shares in the Exchange Offer will be a taxable event for U.S. federal income tax purposes unless the Code explicitly prevents recognition of any gain or loss realized (e.g., if the exchange is a recapitalization under the Code). To the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. In that case, your tax basis in the Shares received in the exchange will be equal to your tax basis in the Old Debentures exchanged therefor. Your holding period for such Shares will include the period during which you held the Old Debentures surrendered in the exchange. However, in order for an exchange of Old Debentures for New Notes to qualify as a recapitalization under Section 368(a)(1)(E) of the Code, the Old Debentures and the New Notes must both be treated as "securities" under the relevant provisions of the Code. Neither the Code nor the Treasury Regulations define the term security. Whether a debt instrument is a security is based on all of the facts and circumstances, but most authorities have held that the term to maturity of the debt instrument is one of the most significant factors. In this regard, debt instruments with a term of ten years or more generally have qualified as securities, whereas debt instruments with a term of less than five years generally have not qualified as securities. Because the application of these rules to the Old Debentures and the New Notes is unclear, you should consult your own tax advisor regarding whether the Old Debentures and/or the New Notes would constitute securities for these purposes. If the Old Debentures and the New Notes are treated as securities, we believe that the exchange of Old Debentures for New Notes will be treated as a tax-free recapitalization and therefore you generally will not recognize any gain or loss on the exchange, except to the extent that the principal amount of the New Notes received exceeds the principal amount of the Old Debentures surrendered. In that case, your aggregate initial tax basis in the New Notes and Shares received in the exchange will be equal to your tax basis in the Old Debentures exchanged therefor, which will be allocated proportionately between the New Notes and Shares based on their relative fair market values. Your holding period for such New Notes and Shares will include the period during which you held the Old Debentures surrendered in the exchange.

        If the Old Debentures or the New Notes are not treated as securities, then you would generally recognize gain or loss equal to the difference (if any) between the "issue price" of the New Notes (as described below) and your adjusted tax basis in the Old Debentures exchanged therefor. Any gain or loss on the sale, exchange or other disposition of a New Note or Share will generally be long-term capital gain or loss if the New Note or Share has a holding period of more than one year at the time of the sale, exchange or other disposition. If you are a non-corporate U.S. Holder (including an individual), capital gains derived in respect of capital assets you held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Your adjusted tax basis in the New Notes will be determined in the manner described below and you will have a new holding period in the New Notes commencing the day after the exchange.

        Neither the Old Debentures nor the New Notes should be considered to be "publicly traded" property, as defined by the Treasury Regulations. Assuming they are not, the issue price of the New Notes would be equal to their stated principal amount. If the Old Debentures or the New Notes are not treated as securities (i.e., the exchange is not a recapitalization), your initial tax basis in the New Notes would be equal to their stated principal amount.

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        If the New Notes are considered to be "publicly traded" property, the issue price of the New Notes would be equal to their fair market value on the date of exchange. If the New Notes are not, but the Old Debentures are, considered to be "publicly traded" property, the issue price of the New Notes would be equal to the fair market value of the Old Debentures exchanged therefor on the date of the exchange. The Old Debentures or New Notes would generally be considered to be "publicly traded" property if, at any time during the 60-day period ending 30 days after the date of the exchange, they appear on a system of general circulation that provides a reasonable basis to determine the fair market value of the Old Debentures or New Notes by disseminating either (i) recent price quotations (including rates, yields or other pricing information) of one or more identified brokers, dealers or traders or (ii) actual prices (including rates, yields or other pricing information) of recent sales transactions. We do not believe that either the Old Debentures or the New Notes would be considered "publicly traded" for these purposes. However, if either the Old Debentures or the New Notes would be considered "publicly traded", and the exchange of Old Debentures for New Notes would qualify as a recapitalization, then it is possible, due to uncertainty in the law, that the affect on issue price would affect the amount of gain incident to such recapitalization. Holders should seek advice from their own tax advisors regarding the possibility that either the Old Debentures or New Notes would be considered "publicly traded" and the effect that such characterization would have on any gain incident to a recapitalization.

    Tax Consequences to U.S. Holders of Ownership of New Notes

        Original Issue Discount on New Notes.    If neither the Old Debentures or the New Notes would be considered "publicly traded", then the issue price of the New Notes would equal their stated redemption price at maturity. We believe this to the be case. As such, the New Notes should not be treated as issued with OID. However, if either the Old Debentures or the New Notes would be treated as "publicly traded", then the OID rules would likely apply. You should consult your own tax advisors regarding application of the OID rules.

         Issuance of Payment In Kind Notes or Increase in the Principal Amount of New Notes.    The issuance of Payment In Kind Notes is generally not treated as a payment of interest. Instead, a New Note and any Payment in Kind Notes issued in respect of PIK Interest thereon are treated as a single debt instrument. For U.S. federal income tax purposes, increasing the principal amount of the New Notes will generally be treated the same as the issuance of Payment In Kind Notes.

         Market Discount on New Notes.    If your initial tax basis in the New Notes is less than their adjusted issue price, the amount of the difference will be treated as "market discount" for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange or retirement of, the New Notes as ordinary income to the extent of any market discount you have not previously included in income and are treated as having accrued on the New Notes at the time of such payment or disposition.

        Any market discount will be considered to accrue ratably during the period from the date of issuance of the New Notes to the maturity date of the New Notes, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply.

    Tax Consequences to U.S. Holders of Ownership of Shares

        Dividends on Shares.    You will be required to include in gross income as ordinary income the amount of any distribution paid on the Shares on the date the distribution is received to the extent the distribution is paid out of our current or accumulated earnings and profits, as determined for U.S.

113

federal income tax purposes. Under current law, dividends received in taxable years beginning before January 1, 2011 by non-corporate U.S. Holders may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will be applied against and reduce your tax basis in your Shares and will be treated as capital gain to the extent they exceed your tax basis in your Shares.

    Tax Consequences to U.S. Holders of Sale, Exchange or Retirement of New Notes or Shares

        Unless a non-recognition provision applies, you generally will recognize taxable gain or loss upon a sale, exchange or retirement of a New Note (or Payment in Kind note) or Shares, measured by the difference, if any, between:

    •
    the amount of cash and the fair market value of any property received; and

    •
    your adjusted tax basis in the New Note, or Shares, as the case may be.

        Your initial tax basis in a New Note and Shares will be as described above in "—Tax Consequences to U.S. Holders of the Exchange". Your adjusted tax basis in a New Note will, in general, be your initial tax basis in the New Note and, if the OID rules apply, increased by OID previously included in income, and reduced by any cash payments on the New Note. Although not free from doubt, your adjusted tax basis in a New Note should be allocated between the New Note and any Payment in Kind Notes received in respect of PIK Interest thereon in proportion to their relative principal amounts. Your holding period in any Payment In Kind Note received in respect of PIK Interest would likely be identical to your holding period for the New Note with respect to which the Payment In Kind Note was received.

        Except as described above in "—Tax Consequences to U.S. Holders of Ownership of New Notes—Market Discount on New Notes" with respect to market discount on the New Notes, any gain or loss on the sale, exchange or other disposition of a New Note or Shares will generally be long-term capital gain or loss if the New Note or Shares has a holding period of more than one year at the time of the sale, exchange or other disposition. If you are a non-corporate U.S. Holder (including an individual), capital gains derived in respect of capital assets you held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

        The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder that tenders Old Debentures in the Exchange Offer.

    Tax Consequences to Non-U.S. Holders of the Exchange

        Any gain realized on the disposition of the New Notes generally will not be subject to U.S. federal income tax unless (i) the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment); or (ii) you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

        If you are engaged in a trade or business in the United States and any gain on the exchange is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), then you will be subject to U.S. federal income tax on that gain on a net income basis in generally the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such gain, subject to adjustments.

114

    Tax Consequences to Non-U.S. Holders of Ownership of New Notes and Shares

        Taxation of interest.    The 30% U.S. federal withholding tax will not apply to any payment of interest on the New Notes under the "portfolio interest rule," provided that (i) such interest is not effectively connected with the conduct of a trade or business by you in the United States (or, if one of certain tax treaties applies, is not attributable to a U.S. permanent establishment maintained by you); (ii) you do not actually or constructively own 10% or more of our voting stock; (iii) you are not a controlled foreign corporation that is related to us through stock ownership; (iv) you are not a bank receiving interest on a loan agreement entered into in the ordinary course of its trade or business; and (v) you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are a Non-U.S. Holder (or you satisfy certain documentary evidence requirements for establishing that you are a Non-U.S. Holder).

        If you cannot satisfy the requirements described above, payments of accrued interest on the New Notes made to you (whether in cash or in the form of additional New Notes) will be subject to a 30% U.S. federal withholding tax, unless your provide us (or our paying agent) with a properly executed (i) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or (ii) IRS Form W-8ECI (or other applicable form) certifying that interest paid on the New Notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

        If you are engaged in a trade or business in the United States and interest on the New Notes is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), then you will be subject to U.S. federal income tax on that interest on a net income basis (although you will be exempt from the 30% U.S. federal withholding tax, provided the certification requirements discussed above are satisfied) in generally the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such interest, subject to adjustments.

         Taxation of dividends.    Distributions made with respect to the Shares will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends paid to you with respect to such Shares generally will be subject to withholding of U.S. federal income tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by you within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) on any such effectively connected dividends.

        To claim the benefit of an applicable treaty rate for dividends, you will be required (a) to complete IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that you are not a United States person as defined under the Code and are eligible for treaty benefits or (b) if your Shares are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable Treasury Regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

        If you are eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

115

         Sale, exchange or retirement of New Notes or Shares.    Subject to the discussion below concerning backup withholding, any gain realized upon the sale, exchange, retirement or other disposition of a New Note or Shares by you generally will not be subject to U.S. federal income tax unless:

    •
    that gain is effectively connected with the conduct of a trade or business in the United States by you (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment);

    •
    you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

    •
    with respect to gain on the sale of Shares, we are or have been a "U. S. real property holding corporation" for U.S. federal income tax purposes.

        If you are an individual described in the first bullet point immediately above, you will be subject to U.S. federal income tax on the net gain derived from the disposition under regular graduated U.S. federal income tax rates. If you are an individual described in the second bullet point immediately above, you will be subject to a flat 30% U.S. federal income tax on the gain derived from the disposition, which may be offset by U.S. source capital losses, even though you are not considered a resident of the United States. If you are a foreign corporation described in the first bullet point immediately above, you will be subject to tax on the net gain at regular graduated U.S. federal income tax rates. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) on any such effectively connected gain.

U.S. Federal Estate Tax

        Your estate will not be subject to U.S. federal estate tax on New Notes beneficially owned by you at the time of your death, provided that any payment to you on the New Notes would be eligible for exemption from the 30% U.S. federal withholding tax under the "portfolio interest rule" described above under "—Tax Consequences to Non-U.S. Holders of Ownership of New Notes and Shares—Taxation of interest" without regard to the statement requirement described in item (v) of that section.

        However, Shares owned by you at the time of death will be included in your gross estate for U.S. federal estate tax purposes, and a Shares owned by you may be included in your gross estate for U.S. federal estate tax purposes, unless, in either case, an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

    U.S. Holders

        In general, information reporting requirements will apply to the exchange of Old Debentures for New Notes and Shares, and to certain payments of principal and interest paid on the New Notes, dividends paid on Shares, and to the proceeds of the sale or other disposition of a New Note or Shares paid to you (unless you are an exempt recipient such as a corporation).

        Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or a certification that you are not subject to backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

    Non-U.S. Holders

        Generally, we must report to the IRS and to you the exchange of Old Debentures for New Notes and Shares, the amount of interest paid to you with respect to the New Notes, dividends paid on our Shares, and the amount of tax, if any, withheld with respect to the exchange or such interest or

116

dividend payments. Copies of the information returns reporting the exchange or such interest or dividend payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, you will not be subject to backup withholding with respect to the exchange of Old Debentures for New Notes and Shares or interest on the New Notes or dividends on our Shares that we pay to you, provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are a Non-U.S. Holder (or you satisfy certain documentary evidence requirements for establishing that you are a Non-U.S. Holder).

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition (including a redemption) of New Notes or our Shares within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

117


 WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is a part of a registration statement on Form S-4 that we filed with the SEC registering the securities that may be offered and sold hereunder. This registration statement, including the exhibits and schedules, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the registration statement can be obtained at the address set forth below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.

        We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. You may read and copy this information at the following SEC location:

Public Reference Room
100 F Street N.E.
Washington, D.C. 20549

        You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site that contains reports, proxy statements, information statements and other information about issuers, like Fleetwood Enterprises, Inc., who file electronically with the SEC. The address of that web site is www.sec.gov.

        In addition, our common stock is listed on the New York Stock Exchange and similar information concerning us can be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate by reference" information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC:

    •
    our Annual Report on Form 10-K, except for Item 8. "Financial Statements and Supplemental Data" and Item 9A. "Controls and Procedures," for the year ended April 27, 2008, filed on July 10, 2008;

    •
    our Quarterly Report on Form 10-Q, except for Part I, Item 1, "Financial Statements," for the quarter ended July 27, 2008, filed on September 3, 2008;

    •
    our Current Report on Form 8-K, which includes the audited financial statements as of April 27, 2008 and April 29, 2007 and each of the three years in the period ended April 27, 2008 and the unaudited financial statements as of July 27, 2008 and the thirteen week periods ended July 27, 2008 and July 29, 2007, filed on October 30, 2008; and

    •
    our Current Reports on Form 8-K filed on April 30, 2008, May 16, 2008, June 4, 2008, June 12, 2008, June 20, 2008, June 23, 2008, August 8, 2008, August 13, 2008, August 22, 2008, August 26, 2008, September 22, 2008, October 10, 2008 and October 27, 2008.

        We also incorporate by reference all documents that we subsequently file with the SEC after the filing of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all securities registered hereunder or termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.

118

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:

Investor Relations Department
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500

        Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

119


 EXPERTS

        The consolidated financial statements and related schedule of Fleetwood Enterprises, Inc. for the year ended April 27, 2008, included with Fleetwood Enterprises, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.


VALIDITY OF SECURITIES

        Gibson, Dunn & Crutcher LLP of Irvine, California will issue an opinion with respect to the validity of the securities being offered by this prospectus.

120

        All tendered Old Debentures, executed letters of transmittal and any other required documents must be delivered to the Exchange Agent at the address set forth below.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.


By Facsimile (Eligible Institutions Only):
Attn: Evangeline R. Gonzales
Facsimile: (212) 815-1915
(confirm by telephone: (212) 815-3738)		   By Mail or Hand:
Bank of New York Mellon Corporation
Corporate Trust Operations
101 Barclay Street—Floor 7 East
New York, NY 10286
Attn: Mrs. Evangeline R. Gonzales
Reorganization Unit

        Requests for assistance with respect to the procedure for tendering Old Debentures pursuant to the Exchange Offer and requests for additional copies of this prospectus and the letter of transmittal should be directed to the Information Agent at the address and telephone numbers set forth below.

The Information Agent for the Exchange Offer is:

LOGO

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

The Dealer-Manager for the Exchange Offer is:

Barclays Capital Inc.

Attention: Barclays Capital Liability Management
745 Seventh Avenue, 5th Floor
New York, NY 10019

(800) 438-3242 (U.S. toll free)
(212) 528-7581 (collect)


PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification Of Officers And Directors.

        Fleetwood Enterprises, Inc. is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Fleetwood) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

        Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

        Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise both as to action in such person's capacity and as to action in another capacity while holding such office; and that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        Fleetwood's Restated Certificate of Incorporation, as amended, provides that a director of Fleetwood shall, to the fullest extent permitted by DGCL, not be liable to Fleetwood or its stockholders both as to action in such person's capacity and as to action in another capacity while holding such office for monetary damages for a breach of a fiduciary duty as a director. Fleetwood Amended and Restated Bylaws (the "Bylaws") provide that the corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to

II-1


any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including a derivative action) by reason of the fact that he is or was a director or officer of Fleetwood, or is or was serving at the request of Fleetwood as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, against expenses (including attorneys' fees), liability, loss, judgments, ERISA excise taxes, fines, penalties and amounts paid in settlement actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Fleetwood, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Bylaws authorize the advance of expenses in certain circumstances and authorize the corporation to provide indemnification or advancement of expenses to any person, by agreement or otherwise, on such terms and conditions as the board of directors may approve. The Bylaws also authorize Fleetwood to purchase and maintain insurance on behalf of a director, officer, employee or agent of Fleetwood or a person acting at the request of Fleetwood as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability incurred by him or her in any such capacity whether or not the corporation would have the power to indemnify him or her.

        In addition to the indemnification provisions in the Bylaws, Fleetwood has entered into indemnity agreements with individuals serving as officers of the corporation. Therein, Fleetwood has agreed to pay on behalf of the officer and his executors, administrators or assigns, any amount which he is or becomes legally obligated to pay because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which he commits or suffers while acting in his capacity as officer of the corporation and solely because of his being an officer. Fleetwood has agreed to pay damages, judgments, settlements and costs, costs of investigation, costs of defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds. Fleetwood has also agreed that if it shall not pay within a set period of time after written claim, the officer may bring suit against Fleetwood and shall be entitled to be paid for prosecuting such claim. Fleetwood has not agreed to pay fines or fees imposed by law or payments which it is prohibited by applicable law from paying as indemnity and has not agreed to make any payment in connection with a claim made against the officer for which payment was made to the officer under an insurance policy, for which the officer is entitled to indemnity otherwise than under the agreement, and which is based upon the officer gaining any personal profit or advantage to which he was not legally entitled, in addition to certain other payments.

        Fleetwood currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of, among other things, an act or omission committed or suffered while acting as a director or officer of Fleetwood.

II-2

Item 21.    Exhibits and Financial Statement Schedules

EXHIBIT
NUMBER
  DESCRIPTION
  2.1   Asset Purchase Agreement dated as of July 7, 2005 (Certain Schedules and Exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.). (Incorporated by reference to our Current Report on Form 8-K filed on July 12, 2005.)

 
2.2
 
Purchase and Sale Agreement entered into as of July 29, 2005, by and between HomeOne Credit Corp., a Delaware corporation, Fleetwood Enterprises, Inc., a Delaware corporation, and Vanderbilt Mortgage and Finance, Inc., a Tennessee corporation. (Incorporated by reference to in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)

 
2.3
 
Amended and Restated Stock Purchase Agreement dated as of May 12, 2008 (Schedules and exhibits to the Amended and Restated Stock Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.) (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 16, 2008.)

 
2.4
 
Agreement of Sale and Purchase dated as of May 12, 2008 (Exhibits to the Agreement of Sale and Purchase have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted exhibit to the Securities and Exchange Commission upon request.) (Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on May 16, 2008.)

 
3.1
 
Restated Certificate of Incorporation. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)

 
3.2
 
Amendment of Restated Certificate of Incorporation. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)

 
3.3
 
Amendment to Restated Certificate of Incorporation, as amended. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)

 
3.4
 
Amendment to Restated Certificate of Incorporation, as amended. (Incorporated by reference to Annex A our Definitive Proxy Statement on Schedule 14A filed on August 18, 2008.)

 
3.5
 
Amended and Restated Bylaws of Fleetwood. (Incorporated by reference to our Current Report on Form 8-K filed on June 12, 2008.)

 
3.6
 
Certificate of Incorporation of Fleetwood Holdings, Inc.

 
3.7
 
Bylaws of Fleetwood Holdings, Inc.

 
3.8
 
Certificate of Incorporation of Fleetwood General Partner of Texas, Inc.

 
3.9
 
Bylaws of Fleetwood General Partner of Texas, Inc.

 
3.10
 
Articles of Incorporation of Fleetwood Homes Investment, Inc.

 
3.11
 
Bylaws of Fleetwood Homes Investment, Inc.

 
3.12
 
Articles of Incorporation of Fleetwood Homes of Arizona, Inc.

II-3

EXHIBIT
NUMBER
  DESCRIPTION
  3.13   Bylaws of Fleetwood Homes of Arizona, Inc.

 
3.14
 
Articles of Incorporation of Fleetwood Homes of California, Inc. (f/k/a Coach Specialties, Inc., Fleetwood Trailer Co., Inc., and Fleetwood Homes, Inc.), with amendments thereto.

 
3.15
 
Bylaws of Fleetwood Homes of California, Inc. (f/k/a Coach Specialties, Inc., Fleetwood Trailer Co., Inc., and Fleetwood Homes, Inc.), with amendments thereto.

 
3.16
 
Articles of Incorporation of Fleetwood Homes of Florida, Inc. (f/k/a Barrington Homes of Florida, Inc.), with amendments thereto.

 
3.17
 
Bylaws of Fleetwood Homes of Florida, Inc.

 
3.18
 
Articles of Incorporation of Fleetwood Homes of Georgia, Inc. (f/k/a Terry Industries of Georgia, Inc.), with amendments thereto.

 
3.19
 
Bylaws of Fleetwood Homes of Georgia, Inc.

 
3.20
 
Articles of Incorporation of Fleetwood Homes of Idaho, Inc. (f/k/a Fleetwood Trailer Company of Idaho, Inc. and Fleetwood Trailer Co. of Idaho, Inc.), with amendments thereto.

 
3.21
 
Bylaws of Fleetwood Homes of Idaho, Inc. (f/k/a Fleetwood Trailer Company of Idaho, Inc.), with amendments thereto.

 
3.22
 
Articles of Incorporation of Fleetwood Homes of Indiana, Inc.

 
3.23
 
Bylaws of Fleetwood Homes of Indiana, Inc.

 
3.24
 
Articles of Incorporation of Fleetwood Homes of Kentucky, Inc.

 
3.25
 
Bylaws of Fleetwood Homes of Kentucky, Inc.

 
3.26
 
Articles of Incorporation of Fleetwood Homes of North Carolina, Inc.

 
3.27
 
Bylaws of Fleetwood Homes of North Carolina, Inc., with amendments thereto.

 
3.28
 
Articles of Incorporation of Fleetwood Homes of Oregon, Inc. (f/k/a Sandpointe Homes of Oregon, Inc.), with amendments thereto.

 
3.29
 
Bylaws of Fleetwood Homes of Oregon, Inc. (f/k/a Sandpointe Homes of Oregon, Inc.).

 
3.30
 
Articles of Incorporation of Fleetwood Homes of Pennsylvania, Inc., with amendments thereto.

 
3.31
 
Bylaws of Fleetwood Homes of Pennsylvania, Inc.

 
3.32
 
Certificate of Incorporation of Fleetwood Homes of Tennessee, Inc., with amendments thereto.

II-4

EXHIBIT
NUMBER
  DESCRIPTION
  3.33   Bylaws of Fleetwood Homes of Tennessee, Inc., with amendments thereto.

 
3.34
 
Certificate of Limited Partnership of Fleetwood Homes of Texas, L.P.

 
3.35
 
Agreement of Limited Partnership of Fleetwood Homes of Texas, L.P.

 
3.36
 
Articles of Incorporation of Fleetwood Homes of Virginia, Inc.

 
3.37
 
Bylaws of Fleetwood Homes of Virginia, Inc., with amendments thereto.

 
3.38
 
Articles of Incorporation of Fleetwood Homes of Washington, Inc., with amendments thereto.

 
3.39
 
Bylaws of Fleetwood Homes of Washington, Inc.

 
3.40
 
Articles of Incorporation of Fleetwood International, Inc.

 
3.41
 
Bylaws of Fleetwood International, Inc.

 
3.42
 
Articles of Amalgamation of Fleetwood Canada Ltd.

 
3.43
 
Bylaws of Fleetwood Canada Ltd.

 
3.44
 
Articles of Incorporation of Fleetwood Motor Homes of California, Inc. (f/k/a Selgran, Inc. and Pace Arrow, Inc.), with amendments thereto.

 
3.45
 
Bylaws of Fleetwood Motor Homes of California, Inc. (f/k/a Pace Arrow, Inc.), with amendments thereto.

 
3.46
 
Articles of Incorporation of Fleetwood Motor Homes of Indiana, Inc. (f/k/a Pace Arrow of Indiana, Inc.) with amendments thereto.

 
3.47
 
Bylaws of Fleetwood Motor Homes of Indiana, Inc. (f/k/a Pace Arrow of Indiana, Inc.).

 
3.48
 
Articles of Incorporation of Fleetwood Motor Homes of Pennsylvania, Inc. (f/k/a Fleetwood Trailer Co. of PA, Inc. and Fleetwood Homes of PA, Inc.)

 
3.49
 
Bylaws of Fleetwood Motor Homes of Pennsylvania, Inc.

 
3.50
 
Articles of Incorporation of Fleetwood Travel Trailers of California, Inc. (f/k/a Prowler Industries, Inc.), with amendments thereto.

 
3.51
 
Bylaws of Fleetwood Travel Trailers of California, Inc. (f/k/a Prowler Industries, Inc.).

 
3.52
 
Articles of Incorporation of Fleetwood Travel Trailers of Indiana, Inc. (f/k/a Festival Homes of Indiana, Inc.), with amendments thereto.

 
3.53
 
Bylaws of Fleetwood Travel Trailers of Indiana, Inc. (f/k/a/ Festival Homes of Indiana, Inc.).

 
3.54
 
Articles of Incorporation of Fleetwood Travel Trailers of Kentucky, Inc.

 
3.55
 
Bylaws of Fleetwood Travel Trailers of Kentucky, Inc.

II-5

EXHIBIT
NUMBER
  DESCRIPTION
  3.56   Articles of Incorporation of Fleetwood Travel Trailers of Maryland, Inc. (f/k/a Prowler Industries of Maryland, Inc.), with amendments thereto.

 
3.57
 
Bylaws of Fleetwood Travel Trailers of Maryland, Inc. (f/k/a Prowler Industries of Maryland, Inc.).

 
3.58
 
Articles of Incorporation of Fleetwood Travel Trailers of Ohio, Inc. (f/k/a Terry Industries of Ohio, Inc.), with amendments thereto.

 
3.59
 
Bylaws of Fleetwood Travel Trailers of Ohio, Inc. (f/k/a Terry Industries of Ohio, Inc.).

 
3.60
 
Articles of Incorporation of Fleetwood Travel Trailers of Oregon, Inc. (f/k/a Terry Industries of Oregon, Inc.), with amendments thereto.

 
3.61
 
Bylaws of Fleetwood Travel Trailers of Oregon, Inc. (f/k/a Terry Industries of Oregon, Inc.), with amendments thereto.

 
3.62
 
Articles of Incorporation of Fleetwood Travel Trailers of Texas, Inc. (f/k/a Prowler Industries of Texas, Inc.), with amendments thereto.

 
3.63
 
Bylaws of Fleetwood Travel Trailers of Texas, Inc. (f/k/a Prowler Industries of Texas, Inc.).

 
3.64
 
Articles of Incorporation of Gold Shield, Inc. (f/k/a Armada Manufacturing Company and Gold Shield Fiberglass, Inc.), with amendments thereto.

 
3.65
 
Bylaws of Gold Shield, Inc. (f/k/a Armada Manufacturing Company and Gold Shield Fiberglass, Inc.).

 
3.66
 
Articles of Incorporation of Gold Shield of Indiana, Inc. (f/k/a Gold Shield Fiberglass of Indiana, Inc.), with amendments thereto.

 
3.67
 
Bylaws of Gold Shield of Indiana, Inc. (f/k/a Gold Shield Fiberglass of Indiana, Inc.), with amendments thereto.

 
3.68
 
Articles of Incorporation of Hauser Lake Lumber Operations, Inc. (f/k/a Armada Manufacturing of Idaho), with amendments thereto.

 
3.69
 
Bylaws of Hauser Lake Lumber Operations, Inc. (f/k/a Armada Manufacturing of Idaho).

 
3.70
 
Articles of Incorporation of Continental Lumber Products, Inc.

 
3.71
 
Bylaws of Continental Lumber Products, Inc.

 
4.5
 
Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)

 
4.6
 
Amended and Restated Declaration of Trust of Fleetwood Capital Trust dated as of February 10, 1998, by and among Fleetwood Enterprises, Inc. and individual trustees of the Trust. (Incorporated by reference to our Registration Statement on Form S-4 filed on April 9, 1998.)

 
4.7
 
Indenture dated as of February 10, 1998, by and between Fleetwood Enterprises, Inc. and The Bank of New York, as Trustee, used in connection with Fleetwood Enterprises, Inc.'s 6% Convertible Subordinated Debentures due 2028. (Incorporated by reference to our Registration Statement on Form S-4 filed on April 9, 1998.)

II-6

EXHIBIT
NUMBER
  DESCRIPTION
  4.8   Preferred Securities Guarantee Agreement dated as of February 10, 1998, by and between Fleetwood Enterprises, Inc. and The Bank of New York, as preferred guarantee trustee. (Incorporated by reference to Fleetwood's Registration Statement on Form S-4 filed April 9, 1998.)

 
4.9
 
Indenture dated as of December 22, 2003 between Fleetwood and The Bank of New York, as trustee. (Incorporated by reference to our Current Report on Form 8-K filed on December 22, 2003.)

 
4.10
 
Form of Indenture relating to Senior Secured Notes due 2011, by and between Fleetwood Enterprises, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee. (To be filed by amendment.)

 
4.11
 
Form of Senior Secured Note due 2011 (included in Exhibit 4.10).

 
5.1
 
Opinion of Gibson, Dunn & Crutcher LLP. (To be filed by amendment.)

 
10.1
 
Form of employment agreement between Fleetwood and senior executive officers. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)*

 
10.2
 
Form of employment agreement re: change in control between Fleetwood and senior officers. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)*

 
10.3
 
Amended and Restated Deferred Compensation Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28, 1996.)*

 
10.4
 
Amended and Restated Supplemental Benefit Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28 1996.)*

 
10.5
 
2005 Deferred Compensation Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 23, 2005.)*

 
10.6
 
Amended and Restated Benefit Restoration Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28 1996.)*

 
10.7
 
Amended and Restated 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 25, 2004.)*

 
10.8
 
Amended and Restated 1992 Non-Employee Director Stock Option Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 25, 2004.)*

 
10.9
 
Securities Purchase Agreement, dated as of July 26, 2006. (Incorporated by reference to our Current Report on Form 8-K filed on July 28, 2006.)

 
10.10
 
Description of amendments to terms of certain executive compensation. (Incorporated by reference to our Current Report on Form 8-K filed on May 19, 2005.)*

 
10.11
 
Description of amendments to terms of certain executive compensation. (Incorporated by reference to our Current Report on Form 8-K filed on December 17, 2004.)*

 
10.12
 
Alternative Form Non-Qualified Stock Option Agreement for 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*

II-7

EXHIBIT
NUMBER
  DESCRIPTION
  10.13   Employment agreement between Fleetwood and Elden L. Smith as of March 8, 2005. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 24, 2005.)*

 
10.14
 
Description of Director cash compensation. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*

 
10.15
 
Elden L. Smith Stock Option Plan and Agreement. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 24, 2005.)*

 
10.16
 
Form of Employment Agreement between Fleetwood and certain senior executive officers, adopted July 2002. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28, 2002.)*

 
10.17
 
Form Non-Qualified Stock Option Agreement for 1992 Non-Employee Director Stock Option Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*

 
10.18
 
2002 Long-Term Performance Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended October 27, 2002.)*

 
10.19
 
Form Non-Qualified Stock Option Agreement for 1992 Stock Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*

 
10.20
 
Form of indemnification agreement for Fleetwood's officers. (Incorporated by reference to our Current Report on Form 8-K filed on May 18, 2006.)*

 
10.21
 
Form of indemnification agreement for Fleetwood's directors. (Incorporated by reference to our Current Report on Form 8-K filed on May 18, 2006.)*

 
10.22
 
2005 Senior Executive Short-Term Incentive Compensation Plan. (Incorporated by reference to Exhibit A to our Definitive Proxy Statement filed on August 12, 2005.)*

 
10.23
 
Amendment to Amended and Restated 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on June 15, 2006.)*

 
10.24
 
Fleetwood Enterprises, Inc. 2007 Stock Incentive Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 19, 2007.)*

 
10.25
 
Fleetwood Enterprises, Inc. form of Restricted Stock Award Agreement dated September 13, 2007. (Incorporated by reference to our Current Report on Form 8-K filed on September 19, 2007.)*

 
10.26
 
Form of executive officer employment agreement. (Incorporated by reference to our Current Report on Form 8-K filed on January 24, 2007.)*

 
10.27
 
Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent. (Incorporated by reference to our Current Report on Form 8-K filed on January 11, 2007.)

II-8

EXHIBIT
NUMBER
  DESCRIPTION
  10.28   First Amendment, dated as of May 25, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to our Current Report on Form 8-K filed on May 31, 2007.)

 
10.29
 
Second Amendment, dated as of September 18, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on September 20, 2007.)

 
10.30
 
Third Amendment, dated as of January 15, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on January 17, 2008.)

 
10.31
 
Fourth Amendment, dated as of March 5, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.5 in our Current Report on Form 10-Q filed on March 6, 2008.)

 
10.32
 
Fifth Amendment, dated as of May 25, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on April 15, 2008.)

 
10.33
 
Sixth Amendment, dated as of April 24, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on April 30, 2008.)

 
10.34
 
Seventh Amendment, dated as of August 6, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on August 8, 2008.)

II-9

EXHIBIT
NUMBER
  DESCRIPTION
  10.35   Eighth Amendment, dated as of October 21, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on October 27, 2008.)

 
10.36
 
Ninth Amendment, dated as of October 29, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on October 30, 2008.)

 
10.37
 
Promissory note dated August 22, 2008 by Fleetwood Motor Homes of California, Inc., and Fleetwood Homes of California, Inc. in favor of Isis Lending, LLC in the amount of $27,250,000. (Incorporated by reference to Exhibit 10.1 in our Quarterly Report on Form 10-Q for the period ended July 27, 2008. (Exhibits to the promissory note have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Fleetwood will furnish supplementally a copy of any omitted exhibit to the Securities and Exchange Commission upon request.).)

 
10.38
 
Form of Intercreditor Agreement among Fleetwood Enterprises, Inc., the Obligators from time to time party thereto, Bank of America, N.A., as Priority Lien Collateral Agent, The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture and as Collateral Agent. (To be filed by amendment.)

 
10.39
 
Guaranty by Fleetwood Enterprises, Inc. of promissory note dated August 22, 2008 by Fleetwood Motor Homes of California, Inc., and Fleetwood Homes of California, Inc. in favor of Isis Lending, LLC in the amount of $27,250,000. (Incorporated by reference to Exhibit 10.2 in our Quarterly Report on Form 10-Q for the period ended July 27, 2008.)

 
10.40
 
Form of executive officer employment agreement (amending 2001 form). (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on November 16, 2007.)*

 
10.41
 
Form of executive officer employment agreement (amending post-2001 form). (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on November 16, 2007.)*

 
10.42
 
Form of executive officer change-in-control agreement. (Incorporated by reference to Exhibit 10.3 in our Current Report on Form 8-K filed on November 16, 2007.)*

 
11.1
 
Statement re: Computation of Per Share Earnings. All information required by Exhibit 11 is presented in Note 2 of our Consolidated Financial Statements (in accordance with the provisions of SFAS No. 128) included in our Annual Report on Form 10-K filed on July 10, 2008, which is incorporated herein by this reference.

 
12.1
 
Statement re: Computation of Ratio of Earnings to Fixed Charges.

 
13.1
 
Annual Report on Form 10-K for the year ended April 27, 2008. (Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended July 27, 2008, filed on July 10, 2008.)

II-10

EXHIBIT
NUMBER
  DESCRIPTION
  13.2   Quarterly Report on Form 10-Q for the quarter ended July 27, 2008. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended July 27, 2008, filed on September 3, 2008.)

 
21.1
 
Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 in our Annual Report on Form 10-K filed on July 10, 2008.)

 
23.1
 
Consent of Independent Registered Public Accounting Firm.

 
23.2
 
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

 
24.1
 
Powers of Attorney (included on signature pages of the Registration Statement hereto).

 
25.1
 
Form T-1 Statement of Eligibility of Trustee under the Indenture.

 
99.1
 
Form of Letter of Transmittal.

 
99.2
 
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

 
99.3
 
Form of Notice of Guaranteed Delivery.

 
99.4
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

 
99.5
 
Form of Letter to Clients.
*
Management contract or compensatory plan or arrangement.

Item 22.    Undertakings

        1.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        2.     The undersigned registrant hereby undertakes:

              (i)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

             (ii)  For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3.     The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail

II-11

or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        4.     The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        5.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-12


 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD ENTERPRISES, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ THOMAS B. PITCHER

Thomas B. Pitcher		  

Chairman of the Board

   October 30, 2008

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

  

October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer (Principal Financial Officer)

  

October 30, 2008

/s/ JAMES F. SMITH

James F. Smith		  

Vice President—Controller
(Principal Accounting Officer)

  

October 30, 2008

S-1

Signature
 
Title
 
Date

 
 
 
 
 

/s/ PAUL D. BORGHESANI

Paul D. Borghesani		  

Director

   October 30, 2008

/s/ LOREN K. CARROLL

Loren K. Carroll		  

Director

  

October 30, 2008

/s/ MARGARET S. DANO

Margaret S. Dano		  

Director

  

October 30, 2008

/s/ JAMES L. DOTI

James L. Doti		  

Director

  

October 30, 2008

/s/ DAVID S. ENGELMAN

David S. Engelman		  

Director

  

October 30, 2008

/s/ J. MICHAEL HAGAN

J. Michael Hagan		  

Director

  

October 30, 2008

/s/ JOHN T. MONTFORD

John T. Montford		  

Director

  

October 30, 2008

/s/ DANIEL D. VILLANUEVA

Daniel D. Villanueva		  

Director

  

October 30, 2008

S-2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOLDINGS, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD GENERAL PARTNER OF TEXAS, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES INVESTMENT, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD CANADA LTD.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Senior Vice President, General Counsel and Secretary and Director

  

October 30, 2008

/s/ BRIAN WESTLAKE

Brian Westlake		  

Director

  

October 30, 2008

S-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF ARIZONA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF CALIFORNIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF FLORIDA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF GEORGIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF IDAHO, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF INDIANA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF KENTUCKY, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF NORTH CAROLINA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF OREGON, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF PENNSYLVANIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF TENNESSEE, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF TEXAS, L.P.

 
 
By:
 
FLEETWOOD GENERAL PARTNER OF TEXAS, INC., its General Partner

 
 
 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF VIRGINIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD HOMES OF WASHINGTON, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

  FLEETWOOD INTERNATIONAL, INC.

 

By:

  

/s/ ELDEN L. SMITH

Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer, Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD MOTOR HOMES OF INDIANA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD MOTOR HOMES OF PENNSYLVANIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF MARYLAND, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    GOLD SHIELD, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    GOLD SHIELD OF INDIANA, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    HAUSER LAKE LUMBER OPERATIONS, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 30th day of October, 2008.

    CONTINENTAL LUMBER PRODUCTS, INC.

 
 
By:
 
/s/ ELDEN L. SMITH
Elden L. Smith
 President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew M. Griffiths and Leonard J. McGill, and each of them, acting individually and without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 
 
 
 
 

/s/ ELDEN L. SMITH

Elden L. Smith		  

President and Chief Executive Officer,
Director (Principal Executive Officer)

   October 30, 2008

/s/ ANDREW M. GRIFFITHS

Andrew M. Griffiths		  

Senior Vice President—Chief Financial
Officer, Director (Principal Financial
and Accounting Officer)

  

October 30, 2008

/s/ LEONARD J. MCGILL

Leonard J. McGill		  

Director

  

October 30, 2008

/s/ LYLE N. LARKIN

Lyle N. Larkin		  

Director

  

October 30, 2008

S-35



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SIGNATURES
 EX-3.6 2 a2188402zex-3_6.htm EXHIBIT 3.6

Exhibit 3.6

 

CERTIFICATE OF INCORPORATION

 

OF

 

FLEETWOOD HOLDINGS INC.

 

1.             The name of the corporation is Fleetwood Holdings Inc.

 

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of :its registered agent at such address is The Corporation Trust Company.

 

3.             The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

4.             The total number of shares of stock which the corporation shall have authority to issue is Two Hundred Fifty (250) Common Shares all with a par value of $100.

 

5.             The name and mailing address of the sole incorporator is:

 

L. J. Vitalo
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

 

6.             The board of directors is authorized to make, alter or repeal the by-laws of the corporation.  Election of directors need not be by written ballot.

 

7.             A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

 

8.             The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19th day of April, 2001.

 

 

 

 /s/ L. J. Vitalo

 

Sole Incorporator

 

 


 EX-3.7 3 a2188402zex-3_7.htm EXHIBIT 3.7

Exhibit 3.7

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD HOLDINGS INC.
a Delaware Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92503-5527.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M.,  or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cause not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be three (3) until changed in accordance with applicable law.

 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows: The board of directors may designate any place, within or without the State of Delaware for the holding of any meeting.  If no such designation is made, (i) any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and

 

2


 

(ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,

Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each director, officer, and other agent of the corporation, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or other wise.

 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.8 4 a2188402zex-3_8.htm EXHIBIT 3.8

Exhibit 3.8

 

CERTIFICATE OF INCORPORATION

 

OF

 

Fleetwood General Partner of Texas, Inc.

 

1.             The name of the corporation is Fleetwood General Partner of Texas, Inc.

 

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

 

3.             The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

4.             The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000); all such shares shall have a par value of $1.00.

 

5.             The name and mailing address of the sole incorporator is:

 

T.L. Ford
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

 

6.             The board of directors is authorized to make, alter or repeal the by-laws of the corporation.  Election of directors need not be by written ballot.

 

7.             A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

 

8.             The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of November 1999.

 

 

 /s/ T.L. Ford

 

Sole Incorporator

 


 EX-3.9 5 a2188402zex-3_9.htm EXHIBIT 3.9

Exhibit 3.9

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD GENERAL PARTNER OF TEXAS, INC.
a Delaware Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92503-5527.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cause not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the State of Delaware for the holding of any meeting.  If no such designation is made, (i) any

 

2


 

meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,

Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each director, officer, and other agent of the corporation, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or other wise.

 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board. Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.10 6 a2188402zex-3_10.htm EXHIBIT 3.10

Exhibit 3.10

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD HOMES INVESTMENT, INC.

 

* * * * *

 

ARTICLE I

 

That the name of the corporation is Fleetwood Homes Investment, Inc.

 

ARTICLE II

 

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

 

ARTICLE III

 

The name of this corporation’s initial agent for service of process in the State of California is:    C T Corporation System

 

ARTICLE IV

 

This corporation is authorized to issue only one class of shares of stock and shall be designated as Common Stock; and the total number of shares which this corporation is authorized to issue is One Thousand (1,000) and each share shall have a $1.00 par value.

 

ARTICLE V

 

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

 

ARTICLE VI

 

The corporation is authorized to indemnify its agents (as defined in Section 317 of the California General Corporation Law or any successor statute thereto) for breach of duty to the corporation and its stockholders, by bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification expressly permitted by Section 317 of the California General Corporation Law, or any successor statute thereto, to the fullest extent such indemnification may be authorized hereby, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law or any successor statute thereto.

 


 

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

 

 

 

 /s/ Y. Garcia

 

Y. Garcia Incorporator

 


 EX-3.11 7 a2188402zex-3_11.htm EXHIBIT 3.11

Exhibit 3.11

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD HOMES INVESTMENT, INC.
a California Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3I25 Myers Street, Riverside, California 92503-5527.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cause not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the State of California for the holding of any meeting.  If no such designation is made, (i)  any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii)  any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal

 

2


 

executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each director, officer, and other agent of the corporation, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

3


 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.12 8 a2188402zex-3_12.htm EXHIBIT 3.12

Exhibit 3.12

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD HOMES OF ARIZONA, INC.

 

The undersigned, acting as incorporators of a corporation under the Arizona Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

 

FIRST:  The name of the corporation is

 

FLEETWOOD HOMES OF ARIZONA, INC.

 

SECOND:  The period of its duration is perpetual.

 

THIRD:  The purpose or purposes for which the corporation is organized are:

 

To engage in the transaction of any or all lawful purposes for which corporations may be incorporated under the provisions of the Arizona Business Corporation Act.

 

FOURTH:  A brief statement of the character of business which the corporation initially intends actually to conduct in Arizona is:

 

Production and sale of manufactured homes and park model trailers.

 

FIFTH:  The aggregate number of shares which the corporation shall have authority to issue is two hundred fifty (250) of the par value of One Hundred Dollars ($ 100.00) each.

 

SIXTH:  The name and address of the initial statutory agent of the corporation is:

 

C T Corporation
3225 North Central Avenue
Phoenix, Maricopa County,
Arizona 85012

 

SEVENTH:  The number of directors constituting the initial board of directors of the corporation is four (4), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

 


 

Name

 

Address

 

 

 

John C. Crean

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

 

Dale T. Skinner

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

 

William W. Weide

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

 

Glenn F. Kummer

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

 

EIGHTH: The name and address of each incorporator is:

 

 

 

 

 

Name

 

Address

 

 

 

William H. Lear

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

 

Vera Schneider

 

3125 Myers St.

 

 

Riverside, CA 92513

 

 

Dated November 26, 1991

 

 

 

 

 

 

 /s/ William H. Lear

 

William H. Lear, Incorporator

 

 

 

 

 

 /s/ Vera Schneider

 

Vera Schneider, Incorporator

 

 

CORPORATION SYSTEM, having been designated to act as statutory agent, hereby consents to act in that capacity until it is removed, or submits its resignation, in accordance with the Arizona Revised Statutes.

 

 

C T CORPORATION SYSTEM

 

 

 

 

 

By:

/s/ Thomas C. Totaro

 

 

Thomas C. Totaro,

 

 

Assistant Secretary

 

2


 

CONSENT TO USE OF NAME

 

Fleetwood Homes of California, Inc., a corporation organized under the laws of the State of California, hereby consents to the organization of Fleetwood Homes of Arizona, Inc. in the State of Arizona.

 

IN WITNESS WHEREOF, the said Fleetwood Homes of California, Inc. has caused this consent to be executed by its vice president and attested under its corporate seal by its asst secretary, this 26th day of November 1991.

 

 

 

FLEETWOOD HOMES OF CALIFORNIA, INC.

 

 

 

By:

 /s/ William H. Lear

 

 

William H. Lear

 

 

Vice President

 

 

 

 

 

 

Attest:

 

 

 

 

 

 /s/ Paul M. Bingham

 

 

Paul M. Bingham

 

Asst Secretary

 

 

 

 

 

(SEAL)

 

 

3


 EX-3.13 9 a2188402zex-3_13.htm EXHIBIT 3.13

Exhibit 3.13

 

BYLAWS FOR THE REGULATION OF

FLEETWOOD HOMES OF ARIZONA, INC.

 

an Arizona Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows: The board of directors may designate any place, within or without the State of California, for the holding of any meeting.  If no such designation is made, (i) any

 

2


 

meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 371(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

4


 

Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.14 10 a2188402zex-3_14.htm EXHIBIT 3.14

Exhibit 3.14

 

ARTICLES OF INCORPORATION OF

COACH SPECIALTIES, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, John C. Crean, Le Roy Allen Clayton and Frank Whitworth have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

 

AND WE DO HEREBY CERTIFY

 

First:       That the name of this corporation is: COACH SPECIALTIES, INC.

 

Second:  That the purposes for which this corporation is formed are the following:

 

(1)       The primary business in which the corporation is intended to initially engage is to buy, manufacture, sell and otherwise dispose of, Venetian blinds for trailers, trailer specialties, furniture, fixtures, appliances, mats, rugs, carpets and machinery, and any and all kinds thereof, and to sell and manufacture any and all goods or materials used therein, or any of them; to manufacture, buy, sell, and generally deal in household goods and furnishings of all kinds and descriptions;

 

(2)       To establish and conduct chain stores, shops and offices for the transaction of any and every kind of merchandise business permitted by law to be transacted;

 

(3)       To own, operate and conduct a department store or stores for the purchase, distribution and sale at retail and wholesale of furniture, appliances, dry goods, clothing and all other articles of merchandise commonly sold in department stores;

 

(4)       To purchase, sell and deal in real and personal property, including mortgages, trust deeds, leases, certificates of beneficial interest, royalty interests, and any and all other interests in real property, rights in connection therewith or securities based thereon;

 

(5)       To own, lease, rent or otherwise acquire by sale or otherwise, in whole or in part, real property, the improvements thereon, and personal property, or any of the foregoing, for the purposes for which this corporation is organized, and for any or all purposes permitted to a natural person;

 

(6)       To own, operate, maintain, manage, equip, improve, repair, alter, use, enjoy, invent, design, develop, assemble, build, construct, fabricate, manufacture, import, lease as lessee and otherwise acquire, to mortgage, deed in trust,

 


 

pledge and otherwise encumber, and to sell, import, lease as lessor and otherwise dispose of and trade and deal in and with goods, wares, merchandise and personal property, whether tangible or intangible, of every sort, nature and description, finished or unfinished, and whether patented or otherwise;

 

(7)       To enter into, make, amend, alter, perform, carry out, cancel or rescind contracts of every kind with any person, entity, firm, syndicate, partnership, association or corporation, public or private, or with any governmental, municipal or public authority, domestic or foreign, and to do and perform any and all acts connected therewith, or arising therefrom or incidental thereto;

 

(8)       To borrow money and to issue bonds, notes, debentures or obligations, secured or unsecured, of the corporation, from time to time, for moneys borrowed or in payment for property purchased or otherwise, in connection with any operation of this corporation; to secure any of the same by mortgage or mortgages, or by deed or deeds of trust, or pledge of any or all property, real or personal, of this corporation, wheresoever situated, acquired or to be acquired; and to sell or otherwise dispose of any or all such bonds, notes, debentures and obligations in such manner and upon such terms as may be deemed judicious by the board of directors;

 

(9)       To lend money and negotiate loans and generally to carry on, conduct, promote, operate and undertake any business, undertaking, transaction, or operation commonly carried on, conducted, promoted, operated or undertaken by capitalists, financiers, underwriters, contractors, and builders; agents, dealers, subdividers and promoters, securities brokers and agents and property managers;

 

(10)     To organize or cause to be organized under the laws of any state, district, territory, province, colony or government, corporations or associations for the purpose of accomplishing any or all of the purposes or objects for which this corporation is organized, and to dissolve, wind up and liquidate, merge or consolidate, any such corporation or associations, or to cause the same to be dissolved, wound up, liquidated, merged or consolidated;

 

(11)     To acquire and pay for in cash, shares or bonds of this corporation or otherwise, the goodwill, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities, of any person, firm, association or corporation; to hold or in any manner to dispose of or hypothecate the whole or any part of the property so acquired; to conduct in any lawful manner the whole or any part of the business so acquired and to exercise all the powers necessary or convenient in and about the conduct, management or disposition of such business;

 

(12)     To participate in syndicates of all kinds, and to make and carry out contracts of underwriting of the securities of any corporation, association, partnership, firm, trustee, syndicate, individual, government division or subdivision, domestic or foreign, or of any combination, organization or entity, domestic or foreign, and to act as manager of any underwriting or purchasing or selling syndicate;

 


 

(13)     To acquire by purchase, subscription or otherwise, and to receive, hold, own, sell, exchange, pledge, mortgage or otherwise dispose of or deal in all kinds of shares, stocks, bonds, mortgages, debentures, trust receipts, certificates of beneficial interest, notes and other securities, obligations, contracts, choses in action, and evidences of indebtedness generally of any corporations, associations, firms, trust, persons, governments, states, colonies, municipalities and other organizations; to receive, collect and dispose of interest, dividends and income upon, of and from any of the foregoing and any other property held or owned by the corporation; to exercise any and all rights, powers and privileges of individual ownership or interest in respect of any and all such shares or other securities or obligations, including the right to execute consents and vote thereon for any and all purposes, and to do any and all acts and things for the preservation, protection, improvement and enhancement in value thereof and to guarantee the same or become surety in respect thereto and to aid by loan, subsidy, guaranty or otherwise, those issuing, creating or responsible for the same and to exercise any and all said powers, either on its own account or with or as agents or representative for other persons, firms, corporations, or other organizations, and in connection with or in furtherance of any of the business of the corporation; to guarantee or become surety on the obligations, securities or contracts of any other person, firm or corporation;

 

(14)     To purchase, reacquire, hold, sell, transfer, pledge, hypothecate and reissue the shares and other securities of the corporation as far as it may lawfully do so;

 

(15)     To sell, lease, assign, transfer or convey the business, franchises, goodwill and property of the corporation as a whole or in part thereof and to receive in exchange therefor shares, bonds, notes, debentures or other evidence of ownership or indebtedness issued by any corporation, association, firm or individual, and upon dissolution or otherwise to distribute such securities and any other which it may then own, among its shareholders as their interests may appear without the necessity of the liquidation thereof;

 

(16)     To take, purchase, contract for, lease or otherwise acquire, own, use, hold, manage, work, improve, equip, cultivate, develop, farm, subdivide; to invent, trade and deal in and with, sell, convey, exchange, loan, mortgage, deed in trust, execute deeds of trust with respect to or otherwise encumber or dispose of real estate, real property, improvements thereon and any interest, estate, or right thereon, and to erect, construct, equip, rebuild, alter, improve, and maintain buildings, structures, and improvements of every kind, character and description thereon;

 

(17)     To convey all or any of its real or personal property to a subsidiary corporation, 95% or more of the stock of which is owned by this corporation;

 


 

(18)     To have the right to buy, sell, hypothecate, act as agent for, invest and deal in the stock of any subsidiary corporation to any extent permitted by law;

 

(19)     To carry on any other lawful business whatsoever which the corporation may deem proper or convenient or capable of being carried on in connection with the foregoing or otherwise, or which may be calculated directly or indirectly to promote the interests of the corporation or to enhance the value of its property; and to have, enjoy and exercise all the rights, powers and privileges which are now or which may hereafter be conferred upon corporations by the laws of the State of California including the right to enter into partnerships, and to do any and all of the things hereinbefore set forth as principal and as agent to the same extent as natural persons might or could do and in any part of the world;

 

The foregoing items shall each be construed as purposes, objects and powers and the matters represented in each clause shall, except as otherwise expressly provided, be in nowise limited by reference to, or inference from the terms of any other clause but shall be regarded as independent purposes, objects, and powers shall not be construed to limit or restrict in any manner the meaning of the general powers of the corporation, nor shall the expression of one thing be deemed to exclude another although it be of like nature, not expressed.

 

Third:  That the principal office for the transaction of the business of this corporation is to be located in the County of Los Angeles, State of California.

 

Fourth:  That the total number of shares which this corporation shall have authority to issue is Ten Thousand (10,000) shares; that the par value of each share is One ($1.00) Dollar; that the aggregate par value of all shares is Ten Thousand ($10,000.00) Dollars.

 

Fifth:  That the shares of this corporation shall be classified as common with full voting rights, one vote to each share.

 

Sixth:  That there shall be three directors; that the names and addresses of the persons who are appointed to act as the first directors, are as follows:

 

John C. Crean

 

122 West Cypress
Compton, California

 

 

 

Le Roy Allen Clayton

 

12615 Orizaba
Downey, California

 

 

 

Frank Whitworth

 

8465 San Carlos
South Gate, California

 

Seventh:  That the shareholders of this corporation shall have preemptive rights to subscribe to any issue of shares or securities by this corporation.

 


 

IN WITNESS WHEREOF, we have hereunto set our hands and seals this 30th day of April, A.D., 1950.

 

 

(Signed)

 

 

 

 

(Signed)

 

 

 

 

(Signed)

 

STATE OF CALIFORNIA

)

 

 

 

)

SS

 

COUNTY OF LOS ANGELES

)

 

 

 

On this 30th day of April, A.D., 1950, before me, the undersigned, a Notary Public in and for the County of Los Angeles, State of California, personally appeared John C. Crean, Le Roy Allen Clayton and Frank Whitworth, known to me to be the persons named as directors in the within instrument, and whose names are subscribed thereon, and severally acknowledged to me that they executed the same.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the City of [ILLEGIBLE] County of Los Angeles, State of California, the day and year in this certificate first above written.

 

 

(Signed)

 

 

Notary Public.

 

 

 

 

 

 

 

 

My commission expires My Commission Expires Sept. 9, 1950

 

 

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION

 

We, the undersigned, JOHN C. CREAN, the President, and H. C. KEYES, the Secretary, of COACH SPECIALTIES, INC., a corporation organized under the laws of the State of California, do hereby certify:

 

1.       That on the 6th day of October, 1953, at the offices of the above named corporation, in the City of Anaheim, County of Orange, State of California, a meeting of the Board of Directors of the aforesaid corporation was held.

 

2.       That at said meeting a resolution providing for the amendment of the Articles of Incorporation of said corporation was adopted by the unanimous vote of the directors of said corporation; that the following is a copy of said resolution so adopted, to wit:

 

“BE IT RESOLVED that the Articles of Incorporation of this corporation be amended to change the name of this corporation as follows:  That the paragraph which sets forth the name of this corporation, to wit, the paragraph designated ‘FIRST’, be amended to read as follows:  ‘FIRST: That the name of the corporation shall be:  ‘FLEETWOOD TRAILER CO., INC.’”

 

3.       That a meeting of the shareholders of the said corporation was held at the offices of said corporation in the City of Anaheim, County of Orange, State of California, on the 6th day of October, 1953, at which meeting said resolution of the Board of Directors of said corporation was approved by the unanimous vote of the holders of all of the issued and outstanding shares of said corporation.  There were present at said meeting the holders of 2,500 shares, being all of the issued outstanding capital stock, and the holders of said 2,500 shares voted for and consented to the approval of said resolution.

 


 

4.       That the following is a copy of the resolution of the shareholders approving said resolution of the Board of Directors adopted at said meeting:

 

“RESOLVED, that:

 

“WHEREAS, there are 2,500 shares of outstanding no par value stock; and

 

“WHEREAS, the holders of said stock were all present at this meeting; and

 

“WHEREAS, all of said stock, to wit 2,500 shares, participated in said meeting,

 

“NOW, THEREFORE, the following resolution was duly passed:

 

“RESOLVED, that the resolution of the Board of Directors of this corporation heretofore adopted to amend the articles of incorporation of this corporation, which resolution reads as follows:

 

“‘BE IT RESOLVED, that the articles of incorporation of this corporation be amended to change the name of this corporation as follows:  That the paragraph which sets forth the name of this corporation, to wit, the paragraph designated “FIRST:  That the name of the corporation shall be:  FLEETWOOD TRAILER CO., INC.”’ be, and the same is hereby approved.”

 

IN WITNESS WHEREOF, we have signed this Certificate and caused the seal of the corporation to be affixed thereto this 6th day of October, 1953.

 

 

 

President

 

 

 

 

Secretary

 

2


 

STATE OF CALIFORNIA,

)

 

 

)

SS.

COUNTY OF ORANGE.

)

 

 

JOHN C. CREAN, being sworn, says:  That he is the President of COACH SPECIALTIES, INC., a corporation, and is authorized to make this verification for and on behalf of said corporation; that he has read the foregoing CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION and knows the contents thereof; that the same is true of his own knowledge, except as to those matters which are therein stated on this information or belief, and as to those matters he believes it to be true.

 

 

 

Subscribed and sworn to before me on October 6, 1953.

 

 

Notary Public in and for said

 

County and State

 

 

STATE OF CALIFORNIA,

)

 

 

)

SS.

COUNTY OF ORANGE.

)

 

 

H. C. KEYES, being sworn, says:  That he is the Secretary of COACH SPECIALTIES, INC., a corporation, and is authorized to make this verification for and on behalf of said corporation; that he has read the foregoing CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION and knows the contents thereof; that the same is true of his own knowledge, except as to those matters which are therein stated on his information or belief, and as to those matters he believes it to be true.

 

 

 

Subscribed and sworn to before me on October 6, 1953.

 

     

 

Notary Public in and for said

 

County and State

 

 

3


 

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

FLEETWOOD TRAILER CO., INC.

 

The undersigned, DALE T. SKINNER and JERRY F. KELLEY, do hereby certify that they are, respectively, and have been at all times herein mentioned, the duly elected and acting Executive Vice President and Assistant Secretary of Fleetwood Trailer Co., Inc., a California corporation, and further that:

 

1.     At a meeting of the Board of Directors of said corporation duly held at its principal office, for the transaction of business in Riverside, California, at 10:30 o’clock A.M. on the 10th day of September, 1968, at which meeting there was at all times present and acting a majority of the members of said Board and a quorum thereof, the following Resolutions were duly adopted:

 

NOW, THEREFORE, BE IT RESOLVED, that Article First of the Articles of Incorporation of this corporation be amended to read in full as follows:

 

“First:  The name of this corporation is:  Fleetwood Homes, Inc.”

 

RESOLVED FURTHER, that the Board of Directors of this corporation hereby adopts and approves said amendment of the Articles of Incorporation.

 

2.     The number of shares of this corporation issued and outstanding on the date hereof and entitled to vote upon amendments to Articles of this corporation is 5,000.

 


 

3.     The holder of 5,000 shares of the corporation’s common stock has consented to said amendment of this corporation’s Articles of Incorporation in the same form as set forth hereinabove and attached hereto as Exhibit “A”.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment this 7th day of November, 1968.

 

 

 

Dale T. Skinner,

 

Executive Vice President

 

 

 

 

Jerry F. Kelley,

 

Assistant Secretary

 

2


 

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

FLEETWOOD HOMES, INC.

 

The undersigned, DALE T. SKINNER and HUGH J. SCALLON do hereby certify that they are, respectively, and have been at all times herein mentioned, the duly elected and acting President and Secretary of Fleetwood Homes, Inc., a California corporation, and further that:

 

1.     At a meeting of the Board of Directors of said corporation duly held at its principal office, for the transaction of business in Riverside, California, at 1:00 o’clock p.m on the 15th day of July, 1970, at which meeting there was at all times present and acting a majority of the members of said Board and a quorum thereof, the following Resolutions were duly adopted:

 

NOW, THEREFORE, BE IT RESOLVED, that Article Third of the Articles of Incorporation of this corporation be amended to read in full as follows:

 

“Third: The County in the state of California where the principal office for the transaction of business of this corporation is to be located is Riverside County.”

 

RESOLVED FURTHER, that the Board of Directors of this corporation hereby adopts and approves said amendment of the Articles of Incorporation.

 

2.     The number of shares of this corporation issued and outstanding on the date hereof and entitled to vote upon amendments to Articles of this corporation is 5,000.

 

3.     The holder of 5,000 shares of the corporation’s common stock has consented to said amendment of this corporation’s Articles of Incorporation in the same form as set hereinabove and attached hereto as Exhibit “A”.

 


 

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment this 15th day of July, 1970.

 

 

 

 

DALE T. SKINNER

 

     President

 

 

 

 

 

 

HUGH J. SCALLON

 

     Secretary

 

2


 EX-3.15 11 a2188402zex-3_15.htm EXHIBIT 3.15

Exhibit 3.15

 

BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

 

COACH SPECIALTIES, INC.
INCORPORATED

 

ARTICLE I

 

Offices

 

Section 1.  PRINCIPAL OFFICE.  The principal office for the transaction of the business of the corporation is hereby fixed and located at 1313 South Alameda Street in the City of Compton, County of Los Angeles, State of California.  The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county.

 

Section 2.  OTHER OFFICES.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

 

ARTICLE II

 

Meetings of Shareholders

 

Section 1.  PLACE OF MEETINGS.  All meetings of shareholders, except as herein otherwise provided, shall be held at the office of the corporation in the City of Compton, County of Los Angeles, State of California.

 

Section 2.  ANNUAL MEETINGS.  The annual meetings of shareholders shall be held on the first Tuesday in the month of December in each year, at the hour of 12 Noon, beginning the first Tuesday in the month of December, 1951; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.

 

Written notice of each annual meeting shall be given to each shareholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given him if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located.  All such notices shall be sent to each shareholder entitled thereto not less than ten days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall also state the general nature of the business or proposal to be considered or acted upon at such meeting before action may be taken at such a meeting on (a) a proposal to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of the property or assets of the

 


 

corporation except under Section 3900 of the California Corporations Code; or (b) a proposal to merge or consolidate with another corporation, domestic or foreign; or (c) a proposal to reduce the stated capital of the corporation; or (d) a proposal to amend the Articles of Incorporation, except to extend the term of the corporate existence; or (e) a proposal to wind up and dissolve the corporation; or (f) a proposal to adopt a plan of distribution of shares, securities for any consideration other than money in the process of winding up.

 

Section 3.  SPECIAL MEETINGS.  Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board of Directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

 

Section 4.  ADJOURNED MEETINGS AND NOTICE THEREOF.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.

 

When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

 

Section 5.  ENTRY OF NOTICE.  Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholders, as required by law and the by-laws of the corporation.

 

Section 6.  VOTING.  At each meeting of the shareholders, each shareholder shall have the right to vote, in person or by proxy, the number of shares entitled to vote standing in his own name on the books of the corporation, at least ten days prior thereto.

 

Section 7.  PROXIES.  All proxies must be in writing, executed by the shareholders themselves, or by their duly authorized attorneys for the particular meeting at which they were to be used, and must be filed with the secretary of the corporation at or before the meeting of the shareholders.

 

Section 8.  QUORUM.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

2


 

Section 9.  CONSENT OF ABSENTEES.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 10.  ACTION WITHOUT MEETING.  Any action, which under the provisions of the California Corporations Code may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote at a meeting for such purpose, and filed with the secretary of the corporation.

 

ARTICLE III

 

Directors

 

Section 1.  POWERS.  Subject to limitations of the articles of incorporation, of the by-laws, and of the California Corporations Code as to action to be authorized or approved by the shareholders, and subject to the duties of Directors as prescribed by the by-laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:

 

First - To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-laws, fix their compensation, and require from them security for faithful service.

 

Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the By-laws, as they may deem best.

 

Third - To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Article I, Section 1, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Article I, Section 2, thereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings except annual meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

 

Fourth - To authorize the issue of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities cancelled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

 

3


 

Fifth - To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

 

Section 2.  NUMBER OF DIRECTORS.  The authorized number of directors of the corporation shall be three (3) until changed by amendment of the Articles of Incorporation or by a by-law amending this Section 2 of Article III of these by-laws duly adopted by the vote or written assents of the shareholders entitled to exercise a majority of the voting power of the corporation.

 

Section 3.  ELECTION AND TERM OF OFFICE.  The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold office until their respective successors are elected.

 

Section 4.  VACANCIES.  Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

 

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any Director or Directors are elected to elect the full authorized number of directors to be voted for at that meeting.

 

Section 5.  PLACE OF MEETING.  Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board.  In the absence of such designation regular meetings shall be held at the principal office of the corporation.  Special meetings of the Board may be held either at a place so designated or at the principal office.

 

Section 6.  ORGANIZATION MEETING.  Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meeting is hereby dispensed with.

 

Section 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable or refuses to act, by any Vice-President or by any two Directors.

 

Section 8.  ENTRY OF NOTICE.  Whenever any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given to such Director, as required by law and the by-laws of the corporation.

 

4


 

Section 9.   WAIVER OF NOTICE.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 10.  QUORUM.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every, act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.

 

Section 11.  ADJOURNMENT.  A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

 

Section 12.  FEES AND COMPENSATION.  Directors shall not receive any stated salary for their services as directors, but, by resolution of the shareholders, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

 

Section 13.  QUALIFICATIONS OF DIRECTORS.  Directors need not be shareholders of the corporation.

 

ARTICLE IV.

 

Officers

 

Section 1.  OFFICERS.  The officers of the corporation shall be a President, Vice-President and a Secretary and Treasurer.  One person may hold two offices, except those of President and Secretary.

 

Section 2.  ELECTION.  The President and the Vice-President shall be elected by the Board of Directors from their own number at the first meeting after the organization of the corporation, and thereafter at the first meeting after the annual election of directors, and they shall hold office for one (1) year and until their successors are elected.

 

The Board of Directors shall also annually elect a Secretary and Treasurer, who shall hold office for one (1) year, and until their successors are elected, subject to removal by the Board of Directors at any time with or without cause.

 

5


 

Section 3.  RESIGNATION.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 4.  VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the by-laws for regular appointments to such office.

 

Section 5.  COMPENSATION.  The compensation of the executive officers, and of other officers, agents, and employees of the corporation, shall be fixed by the Board of Directors.

 

Section 6.  PRESIDENT.  The President shall be the chief executive officer of the corporation.  He shall preside at all meetings of the shareholders and of the Board of Directors.  He shall have general charge of the business of the corporation, shall execute, with the Secretary in the name of the corporation, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors to be executed, and with the secretary shall sign all certificates of the shares of the corporation.

 

Section 7.  VICE-PRESIDENT.  In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon the President.  The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for him respectively by the Board of Directors or the by-laws.

 

Section 8  SECRETARY.  The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

 

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

 

The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders of the Board of Directors required by the by-laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the by-laws.

 

Section 9.  TREASURER.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all times be open to inspection by any director.

 

6


 

The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the by-laws.

 

ARTICLE V

 

Miscellaneous

 

Section 1.  CONTRACTS, ETC., HOW EXECUTED.  The Board of Directors, except as in the by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

 

Section 2.  CERTIFICATES OF STOCK.  The certificates shall be in such form and device as shall be provided by the Board of. Directors and shall fully comply with the provisions of. Sections 2401, 2, and 3 of the California Corporations Code.  The certificates shall be signed by the President and the Secretary, and the seal of the corporation shall be affixed thereto.

 

No new certificate shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled, except in the case of lost or destroyed certificates, and in that case only after the receipt of a bond by the corporation, satisfactory to the Board of Directors, indemnifying the corporation and all persons against loss in consequence of the issuance of such new certificates.

 

Section 3.  SALE OF SHARES.  The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates.

 

The Board of Directors of this corporation may, subject to the consent and control of the Commissioner of Corporations of the State of California, and to the provisions of the general corporation law, dispose of the shares of this corporation, in such amounts and at such times as shall be determined by the said Board of Directors, and in the discretion of the said Board of Directors, accept in full or part payment therefor such property, services, or other considerations and at such valuations as the Board of Directors may determine.

 

7


 

Section 4.  SEAL.  The Board of Directors shall provide a suitable seal for the corporation, which shall be in circular form, which shall contain the following inscription:

 

Coach Specialties, Inc. - Incorporated May 3, 1950 California

 

ARTICLE VI

 

Amendments

 

Section 1.  POWER OF SHAREHOLDERS.  New by-laws may be adopted or these by-laws may be amended or repealed by the vote of the shareholders entitled to exercise a majority of the voting power of the corporation or by the written assent of such shareholders.

 

Section 2.  POWER OF DIRECTORS.  Subject to the right of shareholders as provided in Section 1 of this Article VI to adopt, amend or repeal by-laws, by-laws other than a by-law or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, being all the directors of Coach Specialties, Inc., organized and existing under the laws of the State of California, do hereby certify that the foregoing by-laws, consisting of six (6) articles, were fully adopted as the by-laws of the said corporation on the 8th day of May, A.D., 1950.

 

 

(Signed

 /s/ J. C. Crean

 

 

 

(Signed

 /s/ LeRoy Allen Clayton

 

 

 

(Signed

 /s/ Frank Whitworth

 

 

  DIRECTORS

 

 

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the said corporation this 8th day of May, 1950.

 

 

 

 

 

Secretary of Coach Specialties, Inc.

 

 

(SEAL)

 

 

8


 

FLEETWOOD TRAILER CO., INC.

 

WRITTEN CONSENT OF SHAREHOLDER

 

TO

 

AMENDMENT OF THE BY-LAWS

 

The undersigned, sole shareholder of Fleetwood Trailer Co., Inc. a California corporation, does hereby consent to the amendment of Section 2 of ARTICLE III of the By-laws of said corporation, whereby said Section 2 is hereby amended to read in full as follows:

 

“Section 2.  Number and Qualification of Directors.

 

The authorized number of directors of the corporation shall be four (4) until changed by amendment of the articles of incorporation or by a by-law duly adopted by the shareholders amending this Section 2 of Article III; and if it is proposed to reduce the authorized number of directors below five (5), the vote or written consent of shareholders holding more than eighty per cent of the voting power shall be necessary for such reduction.”

 

IN WITNESS WHEREOF the said shareholder of said corporation has hereunto set his hand at the date of signing in the space provided below.

 

Signature

 

Date

 

 

 

/s/ John C. Crean

 

August 27, 1962

 


 EX-3.16 12 a2188402zex-3_16.htm EXHIBIT 3.16

Exhibit 3.16

 

ARTICLES OF INCORPORATION

 

OF

 

BARRINGTON HOMES OF FLORIDA, INC.

 

We, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation for profit under the laws of the State of Florida under and pursuant to the following articles of incorporation:

 

ARTICLE I.

The name of the corporation shall be:

 

BARRINGTON HOMES OF FLORIDA, INC.

 

ARTICLE II.

 

The general nature of the business to be transacted by said corporation shall be and is as follows:

 

(a)                                  To design, manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge or otherwise encumber, sell, assign, lease as lessor, distribute, export and generally trade and deal in and with, at wholesale or retail, as principal, agent or otherwise, mobile homes, travel trailers and allied products.

 

(b)                                 To purchase or otherwise acquire, construct, manufacture, make and fabricate, and to hold, own, use, manage, repair, improve and utilize, and to sell, pledge, hypothecate, mortgage, lease, transfer and otherwise dispose of, and to export, import, trade and deal in and with, goods, wares, merchandise and tangible and intangible personal property of every character and description, as principal, factor, agent, broker, commission merchant, or otherwise, and to carry on a general brokerage, trading, mercantile, commercial, import, forwarding and export business in all parts of the world.

 


 

(c)                                  To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of the corporation.

 

(d)                                 Without limit as to amount, to borrow money for the purposes of the corporation, and in connection therewith, to draw, make, accept, endorse, discount, execute, issue, sell and transfer promissory notes, debentures, bills of exchange, bonds, warrants and other negotiable or transferable instruments from time to time for any of its objects and purposes, with or without security, and, if so determined, to secure the same by mortgage, pledge, deed of trust, or otherwise.

 

(e)                                  To acquire the good will, rights and property, and the whole or any part of the assets, tangible or intangible, and to undertake or in any way assume the liabilities of any individual, firm, syndicate, partnership, association or corporation; to pay for the said good will, rights, property and assets in cash, the stock of the corporation, bonds or otherwise, or by undertaking the whole or any part of the liabilities of the transferor; to hold or in any manner dispose of the whole or any part of the property so acquired; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

 

(f)                                    To aid by loan, subsidy, guaranty, or in any other manner whatsoever, any individual, firm, syndicate, partnership, association or corporation to the extent that the Board of Directors may deem advisable to promote the business, interests and purposes of the corporation,

 

2


 

and any corporation whose stocks, bonds, securities or other obligations are in any manner, either directly or indirectly held or guaranteed by the corporation; to do any and all other acts or things toward the preservation, protection, improvement or enhancement in value of any such stocks, bonds, securities or other obligations, and to do all and any such acts or things designed to accomplish any such purpose.

 

(g)                                 To employ its surplus earnings or accumulated profits, from time to time as its directors may determine, to purchase or otherwise acquire, to hold or otherwise utilize, and to reissue, sell, or otherwise dispose of or turn to account, as its directors may from time to time determine, the stocks, bonds, debentures or other securities of this corporation, to the extent permitted by law.

 

(h)                                 To enter into, make, perform and carry out, without limit as to amount, contracts and arrangements pertaining to the business of the corporation, including but not limited to arrangements for the sharing of profits, union or interests, joint ventures, reciprocal concessions or cooperation, with any corporation, association, partnership, syndicate, entity, person, or governmental, municipal or public authority, domestic or foreign, located in or organized under the laws of any authority in any part of the world, and to obtain from any such governmental, municipal or public authority any rights, privileges and concessions which the corporation may think desirable to obtain, and to carry out, exercise and comply with any such rights, privileges and concessions.

 

(i)                                     To have one or more offices, and to carry on its operations and to transact its business and promote its objects and purposes in any part of the world, either alone or with other individuals, firms, syndicates, partnerships, associations or corporations, without restriction as to place or amount, and to have, use, exercise and enjoy all the general powers of like corporations,

 

3


 

and to do all and every act or acts, thing or things, necessary, suitable or proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers hereinabove set forth or incidental or pertaining to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof, provided the same be consistent with the laws under which this corporation is organized.

 

IN GENERAL, and in connection with the foregoing, the corporation shall have and may exercise all the powers of like corporations conferred by the corporation laws of the State of Florida, it being expressly provided that the enumeration of the objects, powers or purposes hereinabove specified shall not be held to limit or restrict in any manner the objects, powers and purposes of the corporation, and none of the clauses contained in this Article shall be in any wise limited or restricted by reference to the terms of any other clauses, objects, powers or purposes set forth in this Article, or any other Article hereof, but that the objects, powers and purposes specified in each of the clauses of this Article shall be regarded as independent and cumulative purposes, powers and objects.

 

ARTICLE III.

 

The maximum number of shares of stock that the corporation is authorized to have outstanding at any time shall be two hundred fifty (250) shares of the par value of One Hundred Dollars ($100.00) per share, all of which shall be common stock of the same class.  All stock issued shall be fully paid and non-assessable.  The stockholders shall have no preemptive rights with respect to the stock of the corporation, and the corporation may issue and sell its common stock from time to time without offering such shares to the stockholders then holding shares of common stock.  In all elections for directors every stockholder shall have the right to vote in person or by proxy for the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his share shall equal, or to distribute them on the same principle among as many candidiates as he shall think fit.

 

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ARTICLE IV.

 

The amount of capital with which this corporation will begin business shall be and is the sum of Five Hundred Dollars ($500.00).

 

ARTICLE V.

 

The corporation shall have perpetual existence.

 

ARTICLE VI.

 

The principal office of this corporation in Florida shall be located in the City of Jacksonville, County of Duval, and the street address of said principal office shall be in care of Jennings, Watts, Clarke and Hamilton, 400 Florida National Bank Building, 233 West Adams Street, Jacksonville, Florida 32201, or at such other place within the state as the Board of Directors from time to time by appropriate action, shall determine.  The address of its registered office for the service of process in the State of Florida is 13th Floor, Florida Title Building, 110 West Forsyth Street, City of Jacksonville, County of Duval, and the name of its registered agent is The Corporation Company.

 

ARTICLE VII.

 

The number of the directors of this corporation shall be not less than three nor more than seven.

 

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ARTICLE VIII.

 

The names and street addresses of the members of the first Board of Directors, who, subject to the provisions of the by-laws and these articles of incorporation, shall hold office for the first year of the corporation’s existence or until their successors are elected and have qualified, are as follows:

 

Name

 

Street Address

 

 

 

John C. Crean

 

3125 Myers Street, Riverside, California

 

 

 

Dale T. Skinner

 

3125 Myers Street, Riverside, California

 

 

 

William W. Weide

 

3125 Myers Street, Riverside, California

 

 

 

Donna S. Crean

 

3125 Myers Street, Riverside, California

 

ARTICLE IX.

 

The names and post office addresses of the subscribers of these articles of incorporation are as follows:

 

Name

 

Street Address

 

 

 

John F. Corrigan

 

400 Florida National Bank Building

 

 

Jacksonville, Florida 32201

Edward C. Coker

 

400 Florida National Bank Building

 

 

Jacksonville, Florida 32201

Billie E. Narramore

 

400 Florida National Bank Building

 

 

Jacksonville, Florida 32201

 

ARTICLE X.

 

In furtherance and not in limitation of the powers conferred by statute, the following specific provisions are made for the regulation of the business and the conduct of the affairs of the corporation:

 

(a)                                  Subject to such restrictions, if any, as are herein expressed and such further restrictions, if any, as may be set forth in the by-laws, the Board of Directors shall have the general management and control of the business and may exercise all of the powers of the corporation except such as may be by statute, or by the articles of incorporation or amendment thereto, or by the by-laws as constituted from time to time, expressly conferred upon or reserved to the stockholders.

 

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(b)                                 Subject always to such by-laws as may be adopted from time to time by the stockholders, the Board of Directors is expressly authorized to adopt, alter and amend the by-laws of the corporation, but any by-law adopted, altered or amended by the Directors may be altered, amended or repealed by the stockholders.

 

(c)                                  The corporation shall have such officers as may from time to time be provided in the by-laws and such officers shall be designated in such manner and shall hold their offices for such terms and shall have such powers and duties as may be prescribed by the by-laws or as may be determined from time to time by the Board of Directors subject to the by-laws.

 

(d)                                 No contract or other transaction between the corporation and any other firm, association or corporation shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in or is a member, director or officer or are members, directors or officers of such other firm or corporation and any director or directors individually or jointly may be a party or parties to or may be interested in any contract or transaction of the corporation or in which the corporation is interested; and no contract, act or transaction of the corporation with any person, firm, association or corporation shall be affected or invalidated by the fact that any director or directors of the corporation is a party or are parties to or interested in such contract, act or transaction or in any way connected with such person, firm, association or corporation, and each and every person who may become a director of the corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may in any way be interested.

 

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ARTICLE XI.

 

This corporation reserves the right to amend, alter, change or repeal any provision contained herein in the manner now or hereafter prescribed by law, and all rights conferred on stockholders herein are granted subject to this reservation.

 

IN WITNESS WHEREOF, we, the undersigned subscribing incorporators, have hereunto set our hands and seals this 21st day of November, 1969, for the purpose of forming this corporation under the laws of the State of Florida, and we hereby make, subscribe, acknowledge and file in the office of the Secretary of State of the State of Florida these articles of incorporation and certify that the facts herein stated are true.

 

 

 

 /s/ John F. Corrigan

(SEAL)

 

(John F. Corrigan)

 

 

 

 

 

 /s/ Edward C. Coker

(SEAL)

 

(Edward C. Coker)

 

 

 

 

 

 /s/ Billie E. Narramore

(SEAL)

 

(Billie E. Narramore)

 

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STATE OF FLORIDA

)

 

)

COUNTY OF DUVAL

)

 

Before me personally appeared this day John F. Corrigan, Edward C. Coker and Billie E. Narramore, parties to the foregoing articles of incorporation, each to me well known and to me known to be the individuals described in and who executed the foregoing articles of incorporation, and they severally acknowledged before me that they each made, subscribed and acknowledged the foregoing articles of incorporation as their several voluntary act and deed and that the facts set forth therein are true and correct.

 

WITNESS my hand and official seal this 21st day of November, 1969.

 

 

 

 /s/ Hilde Raucove

 

Notary Public, State of Florida at Large

 

My commission expires:          July 25, 1973

 

 

 

(Notarial Seal)

 

9


 EX-3.17 13 a2188402zex-3_17.htm EXHIBIT 3.17

Exhibit 3.17

 

BY-LAWS

 

OF

 

FLEETWOOD HOMES OF FLORIDA, INC.

 

ARTICLE I.

 

Office Seal.

 

Section 1.  The principal office of the corporation in Florida shall be located in the City of Plantation.  The corporation may have such additional offices as the Board of Directors from time to time may determine.

 

Section 2.  The corporate seal of the corporation shall have inscribed thereon the name of the corporation, the year in which incorporated and the words “Florida - Incorporated - Seal”.

 

ARTICLE II.

 

Stockholders.

 

Section 1.  All meetings of the stockholders shall be held in Riverside, State of California, at such place as may be fixed from time to time by the Board of Directors.

 

Section 2.  Annual meetings of shareholders shall be held on the second Tuesday after Labor Day each year, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Special meetings of stockholders may be called at any time by the President or by a majority of the Directors. It shall also be the duty of the President to call such meetings whenever requested in writing so to do by the record holders of more than twenty per cent (20%) of the stock issued and outstanding and entitled to vote, which request shall state the objects of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the notice,

 

Section 4.  The voting at all meetings of stockholders shall be by voice vote, but any qualified voter may demand a stock vote, whereupon such stock vote shall be taken by written ballot, each of which shall state the name of the stockholder voting and the number of shares voted, and if such ballot be cast by a proxy, it shall also state the name of such proxy.

 

Section 5.  A majority in number of shares of the capital stock issued and outstanding and entitled to vote, represented by the holders in person or by proxy, shall be requisite at all meetings to constitute a quorum for the election of directors or the transaction of other business. If, however, such majority shall not be present or represented at any such meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 


 

Section 6.  At any meeting of the stockholders at which a quorum is present, the affirmative vote of the holders of a majority of the stock entitled to vote thereat, present in person or by proxy, shall be had on any matter coming before such meeting in order to constitute such action the valid act of the stockholders thereon, unless otherwise provided by law, except for the election of directors who shall be elected by a plurality vote.

 

Section 7.  At each meeting of the stockholders, every stockholder of record shall be entitled to one vote for every share of common stock standing in his name on the books of the corporation on the record date fixed as hereafter provided, or if no such record date was fixed with respect to such meeting, on the day of the meeting. Every stockholder may vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than eleven months prior to the date of the meeting, unless the authority granted by such instrument shall have terminated by its own terms prior to the date of such meeting.

 

Section 8.  The Board of Directors may close the stock transfer books of the corporation for a period not exceeding forty (40) nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights; or, in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding-forty (40) nor less than ten (10) days prior to the date of holding any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, and in such case only stockholders of record on the record date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights, as the case may be.

 

Section 9.  Notice of the time and place of the annual meeting of stockholders and notice of the time, place and purpose of each special meeting of the stockholders shall be given at least ten (10) and not more than fifty (50) days before the date set for such meeting to each stockholder of record having the right and entitled to vote at such meeting.

 

Section 10.  No notice of any stockholders’ meeting shall at any time be required to be published in any newspaper. However, the Board of Directors may, if it so desires, cause notice of any stockholders’ meeting to be published in such newspapers as the Board may designate.

 

ARTICLE III.

 

Board of Directors.

 

Section 1. The management of all of the affairs, business and property of the corporation shall be vested in its Board of Directors.  The number of Directors of the corporation shall be four, but said number may be changed within the maximum and minimum limits provided by the Certificate of Incorporation, by amendment of this By-Law.  The Directors shall be elected at the annual meeting of stockholders, except as otherwise provided for filling vacancies. Each Director

 

2


 

shall hold office until the annual meeting of stockholders held next after his election or other manner of appointment, and until his successor shall have been elected and shall qualify or until his death, resignation or removal. Directors need not be stockholders.

 

Section 2.  The annual meeting of the Board of Directors shall be held in each year immediately after and at the same place as the annual meeting of stockholders. No notice of the annual meeting of the Board of Directors need be given.

 

Section 3.  Regular meetings of the Board of Directors may be held at such places and at such times as the Board from time to time shall determine by resolution. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which otherwise would be held on that day shall be held at the same hour on the next succeeding business day not a notice of regular meetings of the Board of Directors need be given.

 

Section 4.  Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Directors. Notice of each special meeting of the Board of Directors shall be given to each Director at least five (5) days before the day on which the special meeting is to be held. Every such notice shall state the time and place of the meeting and the purpose thereof. The business transacted at such special meeting shall be confined to the purposes stated in the notice.

 

Section 5.  At least a majority of the Directors shall be present at each meeting of the Board of Directors in order to constitute a quorum for the transaction of business. The affirmative vote of a Majority of the Directors present at any meeting of the Board of Directors, at which a quorum is present, shall be had upon any matter coming before the Board in order to constitute such action the valid action of the Board thereon. In the absence of a quorum, any two of the Directors present may adjourn any meeting from time to time until a quorum is had. Notice of any such adjourned meeting need not be given.

 

Section 6.  The Board of Directors may hold its meetings at such places within or without the State of Florida as it from time to time may determine or as shall be specified or fixed in the respective notice or waivers of notice thereof.

 

Section 7.  All vacancies and newly created Directorships in the Board of Directors, whether caused by death, resignation, removal or otherwise, shall be filled by a majority vote of the remaining directors.

 

Section 8.  Any Director may resign at any time by giving written notice to the President or to the Secretary. The resignation of any Director shall take effect at the time specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 9.  Any Director may be removed at any time, with or without cause, by a vote of the holders of a majority of the stock present, in person or by proxy, at any special meeting of the stockholders called for that purpose.

 

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Section 10.  The Directors may appoint from their number an Executive Committee consisting of the President and one or more other members of the Board. The Executive Committee may hold meetings at such place as may be agreed upon by the members thereof. The President or any member of the Executive Committee may call a meeting upon two days’ notice, given by mail, telegram, telephone or personally. Any meeting of the Executive Committee shall be a legal meeting without notice if all the members shall be present thereat or if written waiver thereof shall have been given either before, at or after such meeting. A majority of the Executive Committee shall be necessary to adopt any resolution. The Executive Committee may make its own rules of procedure but shall keep regular minutes of its proceedings and shall report the same to the Board of Directors at the next Directors’ meeting held thereafter.

 

During the intervals between meetings of the Board of Directors, the Executive Committee, if appointed hereunder, may have and shall exercise all the powers of the Board of Directors in the management of the affairs, business and property of the corporation, in such manner as the Executive Committee shall deem for the best interests of the corporation in all cases in which specific directions shall not have been given by the Board of Directors. The Executive Committee shall not have power to fill vacancies in said Committee or in the Board of Directors or to make or amend the By-Laws of the corporation.

 

Section 11.  Regular reports containing detailed financial and other information concerning the business and affairs of the corporation shall be furnished periodically to the responsible officers and directors of the corporation and to the shareholders of the corporation, and such reports shall be designed to keep such officers, directors and shareholders currently and responsibly informed of the affairs of the corporation.

 

ARTICLE IV.

 

Officers of the Corporation.

 

Section 1.  The officers of the corporation shall be a President, such number of Vice Presidents as the Board of Directors from time to time may determine, a Secretary, a Treasurer, and such Assistant Secretaries and Assistant Treasurers and such other subordinate officers as the Board from time to time may elect or appoint. All officers elected or appointed by the Board shall hold their respective offices only at and during the pleasure of the Board of Directors, unless a written employment contract or agreement providing otherwise shall be entered into between the corporation and any such officer pursuant to authorization of the Board of Directors.

 

Section 2.  Any person may hold two or more offices, except that the President shall not be also the Secretary or Assistant Secretary, but in no case shall one person sign a single instrument of any kind in more than one capacity. None of the officers except the President need be a member of the Board of Directors.

 

Section 3.  The President Shall be the chief executive officer of the corporation. He shall preside at all meetings of the stockholders and directors, shall have active and general management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex-officio a member of all standing committees, and shall have the general powers and ditties of supervision and management usually vested in the office of president of a corporation. The President also shall appoint and discharge all subordinate agents and employees and fix their salaries, subject to review by the Board of Directors, and shall designate the duties they are to perform.

 

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Section 4.  The Vice President or Vice-Presidents, if such shall be elected, shall perform such duties as may be assigned by the Board of Directors or by the President.

 

Section 5.  The Secretary shall keep the minutes of the meetings of the Board of Directors and the minutes of the meetings of the stockholders. He shall attend to the giving and serving of all notices of the corporation. He shall have charge of the stock certificate books and such other books and papers as the Board may direct, and shall perform all the duties incidental to his office.

 

Section 6.  The Treasurer shall have the care and custody of all of the funds and securities of the corporation and shall deposit the same in the name of the corporation in such banks or depositaries as the Board of Directors may from time to time select.

 

Section 7.  The other officers of the corporation shall perform such duties as may be assigned by the Board of Directors or by the President.

 

Section 8.  The Board of Directors, by resolution, may require any or all of the officers of the corporation to give bonds in favor of the corporation, with sufficient surety or sureties, and in such amounts as the Board of Directors may fix, conditioned for the faithful performance of the duties of their respective offices.

 

ARTICLE V.

 

Stock.

 

Section 1.  The certificates for shares of the capital stock of the corporation shall be in such form as shall be approved by the Board of Directors. The shares of stock of the corporation shall be transferable only on the books of the corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of the certificate or certificates, with an assignment and power of transfer endorsed thereon or attached thereto duly executed, and with such proof of authenticity of the signature as the corporation or its agents reasonably may require.

 

Section 2.  All stock certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and shall bear the seal of the company, which seal may be facsimile, engraved or printed. Where such certificate is signed by a transfer agent or an assistant transfer agent, other than the corporation itself, or by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any of the officers named above may be facsimile. In case any officer who signed, or whose facsimile signature has been used on any certificate, shall cease to be such officer for any reason before the certificate has been delivered by the corporation, such certificate may nevertheless be issued and delivered by the corporation as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer of the corporation.

 

Section 3.  No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production to the corporation or its agents of satisfactory evidence of such loss, theft or destruction, and upon delivery to the corporation of a bond of indemnity in such amount and upon such terms and secured by such security as the Board of Directors in its discretion may require.

 

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ARTICLE VI.

 

Execution of Contracts - Fiscal Year

 

Section 1.  All checks, drafts, notes, bonds, contracts and other instruments shall be signed by such officers as may be- designated from time to time by resolution of the Board of Directors.

 

Section 2.  The fiscal year of the corporation shall end on the last Sunday in the month of April of each year.

 

ARTICLE VII.

 

Notices.

 

Section 1.  Whenever the provisions of a statute, or the Certificate of Incorporation or any of these By-Laws require or permit notice to be given to any Director, officer or stockholder; it shall not be construed to require personal notice, but any such notice may be given in writing by depositing the same in a post office or letter box in a post-paid sealed wrapper, or by delivering the same to a telegraph company for transmission by wire, the cost thereof being prepaid, in either case addressed to such Director, officer or stockholder at his address as the same appears on the books of the corporation, and the time when the same shall be so mailed or delivered to the telegraph company. shall be deemed to be the time of the giving of such notice.

 

Section 2.  Any stockholder or Director may waive in writing or by telegraph any notice required or permitted to be given under any provisions of any statute or of the Certificate of Incorporation or of these By-Laws, either before, at or after the meeting or other event of which notice is so provided. All stockholders or Directors present at any meeting shall be deemed to have waived any and all notice thereof.

 

ARTICLE VIII.

 

Reimbursement and Indemnification of
Directors and Officers.

 

The corporation shall indemnify and hold harmless each person who shall serve at any time as a Director or officer of the corporation from and against any and all claims and liabilities to which such person shall or may become subject by reason of his having heretofore or hereafter been a Director or officer of the corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him as such Director or officer, and shall reimburse each. such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, except that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability which shall be finally adjudged to have arisen out of his own gross and willful negligence or misconduct. The rights accruing to any person under the foregoing provisions of this Article shall not exclude any other right to which he lawfully may be entitled, nor shall anything herein contained restrict the

 

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right of the corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein. The corporation, its Directors, officers, employees and agents, shall be fully protected in taking any action or making any payment under this Article, or in refusing so to do, in reliance upon the advice of counsel.

 

ARTICLE IX.

 

Waiver of Meetings.

 

Any action of the Board of Directors or any committee thereof and any action of the stockholders which is required or permitted to be taken at a meeting may be taken without a meeting if written consent to the action, signed by all the members of the Board of Directors or of any committee thereof or of all of the stockholders, as the case may be, is filed in the minutes of the proceedings of the Board or committee or of the stockholders prior to the taking of such action.

 

ARTICLE X.

 

Amendment of By-Laws.

 

The Board of Directors, by a vote of a majority of those present at any meeting at which a quorum is present, may alter, amend or repeal these By-Laws or any of them, and any By-Law or alteration, amendment or repeal so made may be further amended, altered, or repealed by the Board of Directors as herein provided, or by the stockholders entitled to vote at any regular or special meeting of the stockholders.

 

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 EX-3.18 14 a2188402zex-3_18.htm EXHIBIT 3.18

Exhibit 3.18

 

ARTICLES OF INCORPORATION

OF

“TERRY INDUSTRIES OF GEORGIA, INC.”

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of Georgia, and we hereby certify that:

 

I.

 

The name of this corporation is: “TERRY INDUSTRIES OF GEORGIA, INC.”

 

II.

 

The corporation has perpetual duration.

 

III.

 

The corporation is a corporation for profit and is organized for the following purposes:

 

To engage in the manufacture and sale of mobile homes; and to do any and all acts and things necessary, convenient, expedient, ancillary or in aid to the accomplishment of the foregoing.

 

(b)        To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)        To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved,

 


 

stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in Georgia, other’s states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

(d)        To acquire, by purchase or totherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in party, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

(e)        To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development of extension of its properties.

 


 

(f)         To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association, or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

(g)        To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporation, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenience in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)        From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation or other public body, may be empowered to enact, make or grant; to pay for, aid in and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)         To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any partyof the shares of the capital stock, bonds,

 


 

coupons, deeds to secure debts, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of Georgia or of any other state, territory or country; and to operate, manage, and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of such shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

(j)         To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, deeds to secure debts, debentures, or other securities or evidence of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, deeds to secure debts, debentures or other securities or devidences of indebtedness.

 


 

(k)        To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purpose of a commercial bank, savings bank or trust company.

 

(l)         To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed to secure debts, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Georgia as the same are now in force, or may be hereafter amended.

 

(m)       To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil gas, and mineral leases, and all rights and interest therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

(n)        To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 


 

(o)        To have and to exercise all the powers conferred by the laws of Georgia upon corporation formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

IV.

 

The corporation has authority to issue not more than 250 shares of common stock of One Hundred Dollars ($100.00) par value.

 

V.

 

The corporation shall not commence business until it shall have received not less than $500.00 in payment for the issuance of shares of stock.

 

VI.

 

The initial registered office of the corporation is Waynesboro, Burke County, Georgia. The initial registered agent of the corporation is the CT Corporation, First National Bank Tower, Atlanta, Georgia.

 

VII.

 

The initial board of directors shall consist of Four (4) members who are:

 

WILLIAM H. LEAR

 

3125 Myers Street, Riverside, California

 

 

 

ROBERT W. BALL

 

3125 Myers Street, Riverside, California

 

 

 

JACK E. DAHL

 

3125 Myers Street, Riverside, California

 

 

 

WILLIAM W. WEIDE

 

3125 Myers Street, Riverside, California

 


 

IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of Georgia, the undersigned, constituting the incorporators of this corporation, including the persons names hereinabove as the incorporators of corporation, have executed these Articles of Incorporation this 22nd. day of August , 1972.

 

 

 

William H. Lear

 

 

 

 

Robert W. Ball

 

 

 

 

Jack E. Dahl

 

 

 

 

William W. Weide

 

 

IN THE SUPERIOR COURT OF

BURKE COUNTY, GEORGIA

 

The petition of WILLIAM H. LEAR, ROBERT W. BALL, JACK E. DAHL and WILLIAM W. WEIDE, respectfully shows to the Court:

 

1.

 

The Articles of Incorporation of “TERRY INDUSTRIES OF GEORGIA, INC.”, executed by the incorporators are hereto attached.

 

2.

 

The certificate of the Secretary of State that the name “TERRY INDUSTRIES OF GEORGIA, INC.” is available is attached hereto.

 

3.

 

WHEREFORE, Petitioners prays that “TERRY INDUSTRIES OF GEORGIA, INC.” be incorporated.

 

 

LEWIS & LEWIS Attorneys

 

By:

                             

 

 

Preston B. Lewis, Jr.

 

 

Attorney for Petitioners

 

LEWIS & LEWIS, Attys.

P. O. Box 88

Waynesboro, Georgia 30830

Telephone Number 404-554-3955

 


 

STATE OF GEORGIA

 

COUNTRY OF BURKE

 

ORDER

 

The Articles of Incorporation of “TERRY INDUSTRIES OF GEORGIA, INC.” and the certificate of the Secretary of State of Georgia that the name “TERRY INDUSTRIES OF GEORGIA, INC.” is available having been examined and found lawful;

 

IT IS HEREBY ORDERED THAT “TERRY INDUSTRIES OF GEORGIA, INC.” be and it hereby is incorporated under the laws of the State of Georgia.

 

This 7th day of September, 1972.

 

 

 

Judge, Superior Courts of Burke

 

County, Georgia

 

Filed in this office this 7th day of September, 1972.

 

 

RAYMOND N. DeLAIGLE

 

Clerk of Superior Court

 

BURKE COUNTY, GEORGIA

 

 


 

STATE OF GEORGIA

 

COUNTY OF BURKE

 

On this 22nd day of August, 1972, before me, the undersigned Notary Public in and for the said State, personally appeared WILLIAM H. LEAR, ROBERT W. BALL, ., JACK E. DAHL, and WILLIAM W. WEIDE known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

    

 

Anita F. Thornton

 

Notary Public

 


 

NEWSPAPER ADVERTISEMENT

 

On application of WILLIAM H. LEAR, ROBERT W. BALL, JACK E. DAHL and WILLIAM W. WEIDE of 3125 Myers Street, Riverside, California, articles of incorporation have been granted to “TERRY INDUSTRIES OF GEORGIA, INC.” by the Honorable WILLIAM M. FLEMING, JR., of Judge of the Superior Court of Burke County, in accordance with the applicable provisions of the Georgia Business Corporation Code. The registered office of the corporation is located at Waynesboro, Burke County, Georgia and its registered agent is CT Corporation. The purpose of the corporation is to engage in the manufacture and sale of mobile homes; to do any and all acts and things necessary, convenient, expedient, ancillary or in aid to the accomplishment of the foregoing. The minimum capital with which the corporation shall commence business is FIVE HUNDRED DOLLARS ($500.00).

 

LEWIS & LEWIS, Attys.

P. O. Box 88

Waynesboro, Georgia 30830

 


 

AFFIDAVIT

 

GEORGIA, BURKE COUNTY.

 

PERSONALLY APPEARED before the undersigned officer ROY F. CHALKER,     , who says under oath that he is the president of THE TRUE CITIZEN, the publisher of the True Citizen, a newspaper having a general circulation in and also the official gazette of Burke County, and whose principal place of business is in said County, and that there has been deposited with said newspaper the cost of publishing four insertions of the foregoing application for charter and order of the Judge thereon once a week for four weeks.

 

 

 

Roy F. Chalker,

 

Sworn to and subscribed before me this 6th day of September 1972.

 

 

Notary Public, State of Georgia

 


 

STATE OF GEORGIA

 

BURKE COUNTY.

 

OFFICE OF THE CLERK OF THE SUPERIOR COURT OF SAID COUNTY:

 

I, RAYMOND N. DELAIGLE, Clerk of the Superior Court of Burke County, hereby certify that the foregoing is a true and correct copy of the application for charter and the Order of the Judge thereon, as the same appears of record in this office.

 

I further certify that applicants have submitted, and there is filed in this office, an affidavit signed by the duly authorized publisher showing that publication of said petition has been duly made according to Sec.22-1806, Ga. Code Ann., and that the costs required by Sec. 22-1804, Ga. Code Ann., has been fully paid, and a receipt herefor has been given to applicants.

 

This 7th day of September 1972.

 

 

 

Clerk, Burke Superior Court

 


 EX-3.19 15 a2188402zex-3_19.htm EXHIBIT 3.19

Exhibit 3.19

 

FLEETWOOD HOMES OF GEORGIA, INC.

 

* * * * * *

 

BYLAWS

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in Atlanta, Georgia.

 

Section 2.  The corporation may also have office at such other places both within and without the State of Georgia as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, at such place as may be fixed from time to time by the board of directors.

 

Section 2.  Annual meetings of shareholders shall be held on the second Tuesday after Labor Day each year, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the state of incorporation as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the board of directors, or the holders of not less than one tenth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall

 

2


 

have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the Articles of Incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

3


 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four.  Directors need not be residents of the state of incorporation, nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

 

4


 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of incorporation, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors, then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the state of incorporation.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

5


 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the By-Laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

6


 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholders, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

7


 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

The President

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

The Vice Presidents

 

Section 8.  The vice president, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

8

 

The Secretary and Assistant Secretaries

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors from time to time prescribe.

 

The Treasurer and Assistant Treasurers

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

9


 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the state of incorporation.

 

10


 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

Lost Certificates

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

Transfers of Shares

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

Closing of Transfer Books

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the

 

11


 

board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

Registered Shareholders

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of incorporation.

 

12


 

List of Shareholders

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares of held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

Dividends

 

Section 1.  Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

13


 

Checks

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

Fiscal Year

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

Seal

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.  The power to repeal, amend the By-Laws, and adopt new By-Laws may be delegated to the board of directors by a similar vote at any such meeting.  The power, when delegated, may be revoked by a similar vote at any meeting of the shareholders.

 

* * * * * * * * * * * *

 

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 EX-3.20 16 a2188402zex-3_20.htm EXHIBIT 3.20

Exhibit 3.20

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD TRAILER COMPANY OF IDAHO, INC.

 

KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned, all of whom are of full age, and at least two of whom are citizens of the United States of America, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of Idaho.

 

AND WE HEREBY CERTIFY:

 

FIRST:  That the name of the corporation shall be:

 

FLEETWOOD TRAILER COMPANY OF IDAHO, INC.

 

SECOND:  That the purposes for which it is formed shall be:

 

(a)           To manufacture, construct, assemble, fabricate, design, produce, purchase, lease as lessee, receive or otherwise acquire, own, hold, store, use, repair, service, maintain, encumber, sell, assign, exchange, lease as lessor, and otherwise dispose of, and generally to trade and deal in and with at wholesale or retail, as principal, agent or otherwise, mobile home units, trailers, vehicles and related products and components thereof and any and all shops, plants, inventories, machinery, tools, equipment, appliances; devices, supplies, materials, goods, wares and merchandise generally used or useful in connection with any of the foregoing.

 

(b)           To manufacture, warehouse, exchange, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise and real and personal property of every class and description.

 

(c)           To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 


 

(d)           To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

 

(e)           To acquire, purchase, guarantee, hold, mortgage, own, vote, sell, pledge and/or otherwise dispose of and deal in shares, bonds, securities and debentures and other evidences of indebtedness of other corporation, domestic or foreign.

 

(f)            To borrow or raise moneys for any of the purposes of the corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

 

(g)           To conduct business in this state, other states, the District of Columbia, the territories and colonies of the United States, and in foreign countries, and to have one or more offices and places of business out of this state, and to acquire, receive, hold, purchase, lease, mortgage, dispose of, and/or convey real and personal property situate out of this state.

 

(h)           To merge or consolidate with any corporation, domestic or foreign, or to acquire by merger or consolidation the whole or any part of the property of any such corporation in such manner as may be permitted by law.

 

(i)            To make and enter into contracts of every sort or kind with any individual, firm, association, corporation, public or private, of any state or nation.

 

(j)            To have one or more offices within, as well as without, the state of Idaho.

 

(k)           In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of the state of Idaho upon corporations formed under the laws of that state, and to do any or all things incidental to the transaction of its business or conducive to the attainment of the purpose of the corporation.

 

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The foregoing statement of purposes shall be construed as a statement of both purposes and powers and the purposes and powers in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from the provisions of any other clause but shall be regarded as independent purposes and powers and the statement of such specified purposes and powers shall not be held to limit or restrict in any manner the general powers of this corporation.

 

THIRD:  That this corporation is to have perpetual existence.

 

FOURTH:  That the location and post office address of its registered office in the State of Idaho shall be 711-1/2 Bannock Street, Boise, County of Ada, Idaho.

 

FIFTH:  The total number of shares of stock which the corporation shall have authority to issue shall be Five Thousand (5,000), of which stock Five Thousand (5,000) shares of the par value of One Dollar ($1.00) each, amounting in the aggregate to Five Thousand Dollars ($5,000) shall be Common Stock.

 

SIXTH:  The names and post office addresses of the subscribers and the number of shares and class of stock subscribed for by each, are as follows:

 

Names

 

Post Office Address

 

Number of
Shares

 

 

 

 

 

Arthur W. Schmutz

 

634 South Spring Street
Los Angeles, California

 

1 Common

 

 

 

 

 

Lucy W. Turner

 

634 South Spring Street
Los Angeles, California

 

1 Common

 

 

 

 

 

Marion Kachadorian

 

634 South Spring Street
Los Angeles, California

 

1 Common

 

SEVENTH:  In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

(a)           To repeal and amend the by-laws of the corporation and to adopt new by-laws.

 

(b)           To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

 

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(c)           To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for depreciation and depletion and losses of every character, or to abolish any such reserves in the manner allowed by the laws of the State of Idaho.

 

(d)           By resolution passed by a majority of the whole board, to designate two or more of the directors to constitute an executive committee, which to the extent provided in such resolution shall have and exercise the authority of the board of directors in the management of the business of the corporation.

 

(e)           When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a shareholders’ meeting duly called for that purpose, the board of directors shall have power and authority to sell, lease or exchange all the assets of the corporation, other than its franchise of being a corporation, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

 

EIGHTH:  Fully paid shares of the stock of the corporation shall not be subject to assessment.

 

NINTH:  This corporation reserves the right to amend, alter, change or repeal way provision contained in these articles of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

 

In Witness Whereof, we do make and execute this certificate in triplicate, this 31st day of May, 1957.

 

 

 /s/ Arthur W. Schmutz

 

      Arthur W. Schmutz

 

 

 

 

 

 /s/ Lucy W. Turner

 

      Lucy W. Turner

 

 

 

 

 

 /s/ Marion Kachadorian

 

      Marion Kachadorian

 

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STATE OF CALIFORNIA

)

 

 

)

ss.

COUNTY OF LOS ANGELES

)

 

 

On this 3lst day of May, 1957, before me, JUNE NIED, a Notary Public in and for said County and State, personally appeared ARTHUR W. SCHMUTZ, LUCY W. TURNER, and MARION KACHADORIAN, known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same.

 

In Witness Whereof, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

 /s/ June Nied

 

      Notary Public in and for

 

      said County and State

 

My Commission Expires: June 3, 1958

 

(SEAL)

 

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ARTICLES OF AMENDMENT

 

OF

 

FLEETWOOD TRAILER COMPANY OF IDAHO, INC.

 

KNOW ALL MEN BY THESE PRESENTS, That we, JOHN C. CREAN, President, and DONNA S. CREAN, Secretary of Fleetwood Trailer Company of Idaho, Inc., a corporation organized and existing under the provisions of the Business Corporation Act of the State of Idaho

 

DO HEREBY CERTIFY:

 

That the holders and owners of all of the issued and outstanding shares of the Company who would be entitled to notice have consented to and authorized by a writing signed by all of such owners and holders of such shares, the following:

 

That Article FIRST of the Articles of Incorporation of Fleetwood Trailer Company of Idaho, Inc. be amended to read as follows:

 

“ARTICLE FIRST.  That the name of the corporation shall be:

 

FLEETWOOD TRAILER CO. OF IDAHO, INC.”

 

IN WITNESS WHEREOF, we do make and execute the certificate in triplicate this 24th day of July, 1957.

 

 

 /s/ J. C. Crean

 

      President

 

 

 

 /s/ Donna S. Crean

 

      Secretary

 


 

STATE OF CALIFORNIA

)

 

 

)

ss.

COUNTY OF ORANGE

)

 

 

JOHN C. CREAN and DONNA S. CREAN, being severally sworn, each for himself, deposes and says that he, the said JOHN C. CREAN is the president and that she, the said DONNA S. CREAN is the secretary of Fleetwood Trailer Company of Idaho, Inc., a corporation of the State of Idaho, and that they have been authorized to execute and file articles of amendment, to which this is attached, by the unanimous written consent of all of the shareholders of said corporation.

 

 

 

 /s/ J. C. Crean

 

      President

 

 

 

 

 

 /s/ Donna S. Crean

 

      Secretary

 

 

Subscribed and sworn to before

 

me this 24 day of July,

 

A.D. 1957.

 

 

 

 /s/ George W. Hamlin

 

      Notary Public

 

 

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ARTICLES OF AMENDMENT

 

OF

 

FLEETWOOD TRAILER CO. OF IDAHO, INC.

 

*  *  *  *  *

 

KNOW ALL MEN BY THESE PRESENTS, That we DALE T. SKINNER, Exec. Vice- president and JERRY F. KELLEY, Assistant secretary of FLEETWOOD TRAILER CO. OF IDAHO, INC., a corporation organized and existing under the provisions of the Business Corporation Act of the State of Idaho

 

DO HEREBY CERTIFY:

 

That the holders and owners of all of the issued and outstanding shares of the Company who would be entitled to notice have consented to and authorized by a writing signed by all of each owners and holders of such shares, the following:

 

That Article First of the Articles of Incorporation of FLEETWOOD TRAILS CO. OF IDAHO, INC., be amended to read as follows:

 

“ARTICLE FIRST.  The name of the corporation is FLEETWOOD HOMES OF IDAHO, INC.”

 

IN WITNESS WHEREOF, we do make and execute the certificate in triplicate this 14th day of November, A.D. 1968.

 

 

 /s/ Dale T. Skinner

 

           Executive Vice- President

 

 

 

 /s/ Jerry F. Kelley

 

                     Assistant Secretary

 


 

STATE OF CALIFORNIA

)

 

 

)

ss.

COUNTY OF RIVERSIDE

)

 

 

Dale T. Skinner and Jerry F. Kelley being severally sworn, each for himself, deposes and says that he, the said DALE T. SKINNER is the Exec. Vice-president and that he, the said JERRY F. KELLEY is the Assistant secretary of FLEETWOOD TRAILER CO. OF IDAHO, INC., a corporation of the State of Idaho, and that they have been authorized to execute and file articles of amendment, to which this is attached, by the unanimous written consent of all of the shareholders of said corporation.

 

 

 /s/ Dale T. Skinner

 

           Executive Vice- President

 

 

 

 /s/ Jerry F. Kelley

 

                     Assistant Secretary

 

Subscribed and sworn before

 

me this 14th day of November,

 

A.D. 1968.

 

 

 

 /s/ Doris J. Jones

 

            Notary Public

 

 

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 EX-3.21 17 a2188402zex-3_21.htm EXHIBIT 3.21

Exhibit 3.21

 

BY-LAWS

 

FLEETWOOD TRAILER COMPANY OF IDAHO, INC.

 

OFFICES.

 

1.             The registered office shall be at Boise, Ada County, Idaho.

 

2.             The corporation may also have an office in the City of Nampa, State of Idaho, and also offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

 

SHAREHOLDERS’ MEETINGS.

 

3.             Annual meetings of the shareholders shall be held at 919 East South Street, Anaheim, California.  Special meetings of the shareholders may be held at such place or places as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

 

4.             The annual meeting of shareholders, commencing with the year 1957, shall be held on the 1st day of September in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 3:00 o’clock in the afternoon, when they shall elect by a majority vote, by ballot, a board of directors and transact such other business as may properly be brought before the meeting.

 

5.             Written notice of the time, place and purposes of meetings, including annual meetings, of the shareholders shall be given to all shareholders entitled to vote at such meeting, at least ten days prior to the day named for the meeting.  If such written notice is placed in the United States mail, postage prepaid, and addressed to a shareholder at his last known post-office address, notice shall be deemed to have been given him.

 


 

6.             Notice of time, place and purpose of any meeting of shareholders may be waived by the written assent of a shareholder entitled to notice filed with or entered upon the records of the meeting either before or after the holding thereof.  When all the shareholders are present at any meeting, however called or notified, and sign a written consent thereto on the records of such meeting, the proceedings at such meeting are as valid as if had at a meeting legally called and notified.  Any action which under the provisions of the statute, the articles of incorporation or these by-laws may be taken at a meeting of shareholders, may be taken without a meeting if authorized by a writing signed by all the holders of shares who would be entitled to notice of a meeting for such purpose.

 

7.             Special meetings of the shareholders for any purpose or purposes other than those regulated by statute, may be called by the board of directors at any time, and shall be called by the secretary at the request in writing of any member of the board of directors or at the request in writing by shareholders owning an aggregate of one-fifth of the voting power of all the shareholders.  Such request shall state the purpose or purposes of the proposed meeting.

 

8.             Business transacted at all special meetings shall be confined to the objects stated in the call.

 

9.             The holders of a majority of the stock issued and outstanding, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the articles of incorporation or by these by-laws.  If, however, such quorum shall not be present at any meeting of the shareholders, 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, until a quorum shall be present or represented, such

 

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adjournment and reasons therefor being recorded in the records of the proceedings of the shareholders.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  In case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as herein prescribed, shall nevertheless constitute a quorum for the purpose of electing directors.

 

10.           When a quorum is present or represented at any meeting, the vote of a majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

 

11.           At each meeting of the shareholders, every shareholder entitled to vote shall have the right to cast his vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date not more than eleven months prior to said meeting, unless some other definite period of validity shall be expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted on after three years from the date of its execution.  All proxies shall be filed with the Secretary before being voted on.  Except as otherwise provided in the articles of incorporation, every shareholder of record shall have the right at every shareholders’ meeting to one vote for every share standing in his name on the books of the corporation, provided, however, that in all elections for directors, every shareholder having the right to vote, shall be entitled to vote in person or by proxy for the number of shares of stock owned by him for as many persons as there are directors to be elected, or to cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit.

 

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12.           Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

DIRECTORS.

 

13.           The number of directors which shall constitute the whole board shall be three (3).  Directors need not be shareholders.  They shall be elected at the annual meeting of shareholders and each director shall be elected to serve for a term of one year and until his successor is elected and shall qualify.

 

14.           The directors may hold their meetings and keep the books of the corporation, except those books required by law to be kept within the State of Idaho, outside of Idaho at the office of the corporation in the City of Anaheim, State of California, or at such other places as a majority of the directors may from time to time appoint.

 

15.           If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the remaining directors, though less than a quorum, shall choose a successor or successors who shall hold office until his successor is elected.  The shareholders may elect his successor at the next annual meeting of the shareholders, or at any special meeting duly called for that purpose and held prior thereto.

 

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16.           The property and business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

MEETINGS OF THE BOARD.

 

17.           The first meeting of each newly elected board shall be held at such time or place, either within or without the State of Idaho, as shall be fixed by the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present, or they may meet at such time and place as shall be fixed by the consent in writing of all the directors.

 

18.           Regular meetings of the board of directors may be held without notice at such time and place as a majority of the directors shall from time to time appoint.

 

19.           Special meetings of the board of directors may be called by the president on at least three days’ notice specifying the purpose thereof, served on each director personally or given to him at his last known address by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.  Any such notice may be waived by a director in writing at the meeting or shall be conclusively deemed given if he be present at the meeting.  Whenever all directors consent either by writing on the records of the meeting or by presence at the meeting, or by taking part in the deliberations at the meeting without objection, the proceedings at such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

 

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20.           At all meetings of the board the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation or by these by-laws.  If a quorum shall not be present at any meeting of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

EXECUTIVE COMMITTEE.

 

21.           The board of directors may, by resolution passed by a majority of the whole board, designate two or more of their number to constitute an executive committee, who, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporation.  The executive committee may meet at stated times, or on notice to all by any of their own number.  The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors when required.

 

COMPENSATION OF DIRECTORS.

 

22.           Directors, as such, shall not receive any stated salary for their services but by resolution of the board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of the executive committee may be allowed like compensation for attending committee meetings.

 

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NOTICES.

 

23.           Notices to directors and shareholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation.  Notice by mail shall be deemed to be given at the time when the same shall be mailed.  Notice to directors may also be given by telegram.

 

24.           Whenever any notice is required to be given to any shareholder or director under the provisions of the statutes or of the articles of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

 

25.           Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

OFFICERS.

 

26.           The officers of the corporation shall be elected by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.  Any two of the offices of vice-president, secretary and treasurer may be combined in one person.

 

27.           The board of directors, at its first meeting after each annual meeting of shareholders, which shall be within ten days thereafter, shall elect a president from its members, and a vice-president, a secretary and a treasurer none of whom need be a member of the board of directors, except that a vice-president who is not a director cannot succeed or hold the office of president.

 

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28.           The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as from time to time shall be prescribed by the board of directors.

 

29.           The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

30.           The officers of the corporation shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors.  Such removal shall be without prejudice to the contract rights of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

 

THE PRESIDENT.

 

31.           The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors, shall be ex officio a member of the executive committee, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

 

32.           He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

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THE VICE-PRESIDENT.

 

33.           The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as shall from time to time be prescribed by the board of directors.

 

THE SECRETARY.

 

34.           The secretary shall attend all sessions of the board of directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the executive committee when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and of special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the seal to any instrument requiring it and, when so affixed, it shall be attested by the signature of the secretary or the treasurer.

 

THE TREASURER.

 

35.           The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

36.           He shall disburse the funds of the corporation, as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board of directors, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

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37.           If required by the board of directors, he shall give the corporation a bond in such sum, and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

CERTIFICATE OF STOCK.

 

38.           The certificates of stock of the corporation shall be numbered and shall be entered on the books of the corporation as they are issued.  They shall show the state of incorporation, the holder’s name, the number of shares and class of shares, if any, and the par value of each share represented or that such shares have no par value, and the total number of authorized shares having par value and the total number of authorized shares, if any, having no par value.  Each certificate shall be signed by the president or a vice-president and the secretary or an assistant secretary, but when any such certificate is signed by a transfer agent or registrar, the signature of any such corporate officer and the corporate seal, upon such certificate may be facsimiles, engraved or printed.

 

TRANSFER OF STOCK.

 

39.           Upon surrender to the secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

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FIXING OF RECORD DATE OR CLOSING OF TRANSFER BOOKS.

 

40.           The board of directors may fix a time not exceeding forty days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or, subject to contract rights with respect thereto, the date when any change or conversion or exchange of shares shall be made or go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend or allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive payment of such dividend, or allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid.  The board of directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

 

REGISTERED STOCKHOLDERS.

 

41.           The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Idaho.  The corporation and its transfer agent shall be under no obligation to inquire into the propriety of the transfer of any stock or security held in a nominee’s name unless the corporation or transfer agent has actual knowledge of a breach of fiduciary duty in connection with assets so held.

 

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LOST CERTIFICATE.

 

42.           The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

 

DIVIDENDS.

 

43.           Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the statutes and of the articles of incorporation.

 

44.           Before payment of any dividend or making any distribution of profits, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

12


 

CHECKS.

 

45.           All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

 

FISCAL YEAR.

 

46.           The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL.

 

47.           The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Idaho.”

 

AMENDMENTS.

 

48.           By-laws may be repealed or amended, or new by-laws may be adopted at any annual shareholders’ meeting, or at any special meeting of the shareholders at which a quorum is present or represented, provided notice of the proposed repeal or amendment be contained in the notice of such special meeting, by an affirmative vote representing a majority of the allotted shares, or by the written consent duly acknowledged in the same manner as conveyances of real estate are required by law to be acknowledged, of the holders of a majority of the allotted shares, which written consent may be in one or more instruments.  The by-laws may be repealed or amended, and new by-laws may be adopted by the directors; this power may be revoked by a vote representing a majority of the allotted shares at any regular meeting of the shareholders or at any meeting specially called for that purpose.  By-laws so made by the directors may be altered or repealed either by a majority vote of the board of directors or by vote of a majority of the allotted shares.  The board of directors shall not make or alter any by-law fixing their qualifications, classification, term of office, or compensation.

 

13


 

49.           If any by-law be repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or if such repeal occur by reason of the filing of written consent of the shareholders, the date when the consent of the necessary number obtained shall be stated in the book of by-laws kept in the registered office of the corporation.  Notation of the repeal or amendment of any by-law shall be made on the margin where such by-law is copied in the book of by-laws and references to the page of the book of by-laws where the amendment is found or the fact of repeal stated.

 

WE, the undersigned, being a majority of the board of directors, and the Secretary of Fleetwood Trailer Company of Idaho, Inc., DO HEREBY CERTIFY the foregoing to be the by-laws of the corporation as adopted at a meeting of the shareholders held on the 24th day of June, 1957, by the unanimous vote of all the subscribed capital stock.

 

 

 

 

 /s/ John C. Crean

 

 

 

 

 

 /s/ W. D.

 

 

 

 

 

 /s/ Donna S. Crean

 

 

 

 

 

Entire Board of Directors

 

 

 

 /s/ Donna S. Crean

 

 

Secretary

 

 

 

14


 

FLEETWOOD TRAILER CO. OF IDAHO, INC.

 

WRITTEN CONSENT OF SHAREHOLDER

 

TO

 

AMENDMENT OF THE BY-LAWS

 

The undersigned, sole shareholder of FLEETWOOD TRAILER CO. OF IDAHO, INC., an Idaho corporation, does hereby consent to the amendment of Section 13 of the By-Laws of said corporation, whereby said Section 13 is hereby amended to read in full as follows:

 

“Section 13.

 

The number of directors which shall constitute the whole board shall be four (4).  Directors need not be shareholders.  They shall be elected at the annual meeting of shareholders and each director shall be elected to serve for a term of one year and until his successor is elected and shall qualify.”

 

IN WITNESS WHEREOF the said shareholder of said corporation has hereunto set his hand at the date of signing in the space provided below.

 

 

 /s/ John C. Crean

 

August 27, 1962

 

Signature

 

Date

 


 

CERTIFICATE OF AMENDMENT

OF BY-LAWS

 

The undersigned hereby certifies that she is the duly elected and acting Secretary of FLEETWOOD TRAILER CO. OF IDAHO, INC., an Idaho corporation, and further certifies that at a meeting of the Board of Directors of said corporation, duly and regularly held on the 20th day of February, 1964, the following resolution amending the By-Laws of said corporation was duly adopted:

 

RESOLVED, that the following By-Law be and it hereby is adopted:

 

“ANNUAL REPORT

 

“50.         The Board of Directors shall cause an Annual Report to be sent to the shareholders, not later than one hundred twenty (120) days after the close of the fiscal or calendar year.”

 

IN WITNESS WHEREOF, this Certificate has been executed and the seal of this corporation affixed hereto this 20th day of February, 1964.

 

 

 

 /s/ Donna S. Crean

 

Donna S. Crean, Secretary

 

 

 

(SEAL)

 


 EX-3.22 18 a2188402zex-3_22.htm EXHIBIT 3.22

Exhibit 3.22

 

ARTICLES OF INCORPORATION
OF

FLEETWOOD HOMES OF INDIANA, INC.

 

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of:

 

(Indicate appropriate act)

 

x Indiana Business Corporation Act

 

o Indiana Professional Corporation Act of 1983

 

as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation:

 

ARTICLE I
Name

 

The name of the Corporation is

 FLEETWOOD HOMES OF INDIANA, INC.

 

(The name must contain the word “Corporation” or “Incorporated”, or an abbreviation of one of these words.)

 

ARTICLE II
Purposes

 

The purposes for which the Corporation is formed are: The transaction of any or all lawful business for which corporations may be incorporated under the Indiana General Corporation Act.

 

State Form 4159R z

 

(IND. – 55 – 7/18/86)

 

 

1


 

ARTICLE III
Period of Existence

 

The period during which the Corporation shall continue is perpetual

(perpetual or a stated period of time)

 

ARTICLE IV

Registered Agent and Registered Office

 

Section 1. Registered Agent. The name and address of the Corporation’s Resident Agent for service of process is

 

C T CORPORATION SYSTEM

 

One North Capitol Avenue

(Name)

 

(Number and Street or Building)

 

 

 

Indianapolis

 

Indiana

 

46204

(City)

 

(State)

 

(Zip Code)

 

Section 2. Registered Office. The post office address of the principal office of the Corporation is

 

One North Capitol Avenue

 

Indianapolis

 

Indiana

 

46204

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip Code)

 

(The resident agent and principal office address must be located in Indiana.)

 

ARTICLE V
Authorized Shares

 

Section 1. Number of Shares:

 

The total number of shares which the Corporation is to have authority to issue is 250.

 

A. The number of authorized shares which the corporation designates as having par value is 250 with a par value of $100.

 

B. The number of authorized shares which the corporation designates as without par value is 0.

 

Section 2. Terms of Shares (if any):

 

2


 

ARTICLE VI
Requirements Prior To Doing Business

 

The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.

 

ARTICLE VII
Director(s)

 

Section 1. Number of Directors: The initial Board of Directors is composed of four member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be four.

 

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

 

 

 

 

 

 

 

 

 

 

 

John C. Crean

 

3125 Myers Street,

 

Riverside,

 

California

 

92523

 

 

 

 

 

 

 

 

 

 

 

Dale T. Skinner

 

(Same address for all)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William W. Weide

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glen F. Kummer

 

 

 

 

 

 

 

 

 

 

Section 3. Qualifications of Directors (if any): N/A

 

3


 

ARTICLE VIII
Incorporator(s)

 

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

 

 

 

 

 

 

 

 

 

Kay Gatell

 

800 South Figueroa Street,

 

Suite 1000,

 

Los Angeles,

 

CA 90017

 

 

 

 

 

 

 

 

 

Jere Keprios

 

800 South Figueroa Street,

 

Suite 1000,

 

Los Angeles,

 

CA 90017

 

 

 

 

 

 

 

 

 

Mark Shelton

 

800 South Figueroa Street,

 

Suite 1000,

 

 Los Angeles,

 

CA 90017

 

ARTICLE IX

Provisions for Regulation of Business
and Conduct of Affairs of Corporation

 

(“Powers” of the Corporation, its directors or shareholders)

(Attach additional pages, if necessary)

 

THIS DOCUMENT MUST BE SIGNED BY ALL INCORPORATORS.

 

I (We) hereby verify subject to penalties of perjury that the facts contained herein are true. (Notarization not necessary)

 

 

Kay Gatell

(Written Signature)

 

(Printed Signature)

 

 

 

 

Jere Keprios

(Written Signature)

 

(Printed Signature)

 

 

 

 

Mark Shelton

(Written Signature)

 

(Printed Signature)

 

This instrument was prepared by

, Attorney at

(Name)

 

 

Law,

 

 

 

 

 

 

 

 

 

 

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip code)

 

4


 EX-3.23 19 a2188402zex-3_23.htm EXHIBIT 3.23

Exhibit 3.23

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD HOMES OF INDIANA, INC.
an Indiana corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.               The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.               Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to case not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.               Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 

Section 4.               Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.               Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 


 

Section 6.               Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.               The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.               Each regular and special meeting of the board shall be held at a location determined as follows: The board of directors may designate any place, within or without the State of California, for the holding of any meeting.  If no such designation is made, (i) any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.               Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 1.               This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 371(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a) to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

Section 2.               This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

2


 

Section 3.               The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.               The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject took the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.               No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

3


 EX-3.24 20 a2188402zex-3_24.htm EXHIBIT 3.24

Exhibit 3.24

 

ARTICLES OF INCORPORATION

OF

Fleetwood Homes of Kentucky, Inc.

 

I, the undersigned, acting as the sole incorporator of a corporation under the Kentucky Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

 

FIRST:

 

The name of the corporation is: Fleetwood Homes of Kentucky, Inc.

 

 

 

SECOND:

 

The total number of shares the corporation is authorized to issue is two hundred fifty (250).

 

 

 

THIRD:

 

The street address of the corporation’s initial registered office is: c/o C T CORPORATION SYSTEM, Kentucky Home Life Building, Louisville, Kentucky 40202, and the name of its registered agent at that office is C T CORPORATION SYSTEM.

 

 

 

FOURTH:

 

The mailing address of the corporation’s principal office is: 3125 Myers Street, Riverside, CA 92503

 

 

 

FIFTH:

 

The name and mailing address of each incorporator is:

 

NAME

 

ADDRESS

 

 

 

Joyce Ho

 

818 West 7th Street

 

 

Los Angeles, CA 90017

 

 

Dated: March 25, 1998

 

 

 

Joyce Ho, Sole Incorporators

 


 

STATE OF CALIFORNIA

)

 

 

 

 

 

)   ss

 

 

 

 

COUNTY OF LOS ANGELES

)

 

 

 

 

 

I, Yadira H. Garcia, a notary public, do hereby certify that on this 25th day of March,1998, personally appeared before me, Joyce Ho, who being by me first duly sworn, severally declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

 

 

 

Notary Public

 


 EX-3.25 21 a2188402zex-3_25.htm EXHIBIT 3.25

Exhibit 3.25

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD HOMES OF KENTUCKY, INC.
a Kentucky Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92503-5527.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cause not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the State of Kentucky for the holding of any meeting.  If no such designation is made, (i) any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and

 

2


 

(ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each director, officer, and other agent of the corporation, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.26 22 a2188402zex-3_26.htm EXHIBIT 3.26

Exhibit 3.26

 

ARTICLES OF INCORPORATION

of

 

FLEETWOOD HOMES OF NORTH CAROLINA, INC.
(NAME OF CORPORATION)

 

We, the undersigned natural persons of the age of twenty-one years or more, do hereby associate ourselves into a business corporation under the laws of the State of North Carolina, as contained in Chapter 55 of the General Statutes of North Carolina, entitled “Business Corporation Act,” and the several amendments thereto, and to that end do hereby set forth:

 

1.             The name of the Corporation is FLEETWOOD HOMES OF NORTH CAROLINA, INC.

 

2.             The period of duration of the corporation shall be perpetual (May be perpetual or for a limited period)

 

3.             The purpose or purposes for which the corporation is organized are:

 

Any lawful act or activity for which corporations may be incorporated in North Carolina

 

4.             The aggregate number of shares which the corporation shall have authority to issue is 250.  The designation of each class, number of shares of each class, if any, within each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, is as follows:

 

Class

 

Series

 

Number of
Shares

 

Par value
per share

 

Common

 

—

 

250

 

$

100.00

 

 

The preferences, limitations and relative rights in respect of the shares of each class are as follows:

 

None

 

5.             The minimum amount of consideration for its shares to be received by the corporation before it shall commence business is $25,000.

 

6.             The address of the initial registered office of the corporation (including county and city or town, and street and number, if any) is c/o C T Corporation System, Wachovia Building, 100 South Corcoran Street, Durham, Durham County, North Carolina 27702 and the name of the initial registered agent at such address is C T Corporation System.

 

1


 

7.             The number of directors of the corporation may be fixed by the by-laws, but shall not be less than three, except as provided in Sec. 55-25.

 

The number of directors constituting the initial board of directors shall be three and the names and addresses (including street and number, if any) of the persons who are to serve as directors until the first meeting of shareholders or until their successors are elected and qualified are:

 

NAMES

 

ADDRESSES

 

 

 

John C. Crean

 

P.O. Box 7638, 3125 Myers St., Riverside, California 92503

 

 

 

William W. Weide

 

P.O. Box 7638, 3125 Myers St., Riverside, California 92503

 

 

 

Dale T. Skinner

 

P.O. Box 7638, 3125 Myers St., Riverside, California 92503

 

8.             The names and addresses (including street and number, if any) of all of the incorporators are:

 

NAMES

 

ADDRESSES

 

 

 

M. A. Shelton

 

700 S. Flower, Ste. 1010, Los Angeles, CA 90017

 

 

 

H. R. Gaxiola

 

700 S. Flower, Ste. 1010, Los Angeles, CA 90017

 

 

 

D. A. Tiu

 

700 S. Flower, Ste. 1010, Los Angeles, CA 90017

 

9.             In addition to the general powers granted corporations under the laws of the State of North Carolina, the corporation shall have full power and authority to:  N/A

 

10.           *No holder of any shares of any class of stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase or receive any part of any unissued stock of any class of the corporation, or of any stock of any class issued and thereafter acquired by the corporation, whether now authorized or hereafter created, or of any securities of any kind convertible into or evidencing the right to subscribe for or purchase or receive any stock of any class of the corporation, whether now authorized or hereafter created, and in either case, whether issued for cash, property, services or any other consideration.

 

2


 

IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 20th day of June, A.D. 1982.

 

 

 

/s/ M. A. Shelton

 

 

M. A. Shelton

 

 

 

 

 

/s/ H. R. Gaxiola

 

 

H. R. Gaxiola

 

 

 

 

 

/s/ D. A. Tiu

 

 

D. A. Tiu

 

*Insert any provision desired to be included in the Articles of Incorporation such as:  pre-emptive rights of shareholders, regulation of internal affairs of the corporation, any matters required to be set forth in the by-laws, etc.  See chapter 55 of the General Statutes.

 

3


 

STATE OF California

 

COUNTY OF Los Angeles

 

THIS IS TO CERTIFY, that on the 20 day of July, A.D. 1982 before me, a Notary Public personally appeared M. A. Shelton, H. R. Gaxiola, and D. A. Tiu, who I am satisfied are the persons named in and who executed the foregoing Articles of Incorporation, and I having first made known to them the contents thereof, they did each acknowledge that they signed and delivered the same as their voluntary act and deed for the uses and purposes therein expressed.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, this the 20 day of July, A.D. 1982.

 

 

 

/s/ Ramona E. Meza

 

 

Ramona E. Meza, Notary Public

 

 

 

(L.S.)

 

 

 

4


 EX-3.27 23 a2188402zex-3_27.htm EXHIBIT 3.27

Exhibit 3.27

 

FLEETWOOD HOMES OF NORTH CAROLINA, INC.

 

* * * * *

 

BY-LAWS

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in Durham, North Carolina.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of North Carolina as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, at such place as may be fixed from time to time by the board of directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1982, shall be held on the second Tuesday after Labor Day each year at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of North Carolina as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

 


 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

The right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one hour nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

 

2


 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be three (3).  Directors need not be residents of the State of North Carolina nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of North Carolina, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of North Carolina.

 

3


 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on five (5) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation.  If the quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7.  Any action required to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

4


 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

5


 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

THE VICE-PRESIDENTS

 

Section 8.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

6


 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

7


 

TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of North Carolina.

 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept

 

8


 

open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, North Carolina.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These by-laws may be altered, amended or repealed at any regular or special meeting of the shareholders or by the board of directors.  Any by-law made by the board of directors shall be adopted by an affirmative vote of a majority of the directors then holding office and any by-law made by the shareholders shall, except as herein otherwise provided, be adopted by the affirmative vote of the shareholders entitled to exercise a majority of the voting power of the corporation.  Provided however;

 

9


 

A by-law adopted or amended by the shareholders may limit or eliminate the power of the board of directors to adopt, amend or repeal the by-laws or any specific by-law;

 

No by-law shall be adopted by the directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law;

 

No by-law authorizing compensation of officers measured by the amount of a corporation’s income or volume of business shall be valid after five years from its adoption unless renewed by the vote of the holders of a majority of the outstanding shares regardless of limitation on voting rights.

 

10


 

CERTIFICATE OF AMENDMENT OF BYLAWS

 

The undersigned hereby certifies that he is the Secretary of FLEETWOOD HOMES OF NORTH CAROLINA, INC., a North Carolina corporation, and further certifies that at a meeting of the Shareholders of said corporation duly and regularly held on the 13th day of September, 1983, the following resolution amending the Bylaws of said corporation was unanimously adopted:

 

RESOLVED, that Section 1 of Article V of the Bylaws of this corporation be amended to read as follows:

 

Section 1.  The number of directors which shall constitute the whole board shall be four.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.

 

RESOLVED FURTHER, that the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Bylaw amendment setting forth such change in the corporation’s Bylaws.

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 


 EX-3.28 24 a2188402zex-3_28.htm EXHIBIT 3.28

Exhibit 3.28

 

Articles of Incorporation

 

The undersigned natural person(s) of the age of eighteen years of more, acting as incorporators under the Oregon Business Corporation Act, adopt the following Articles of Incorporation:

 

ARTICLE I  The name of this corporation is SANDPOINTE HOMES OF OREGON, INC.

(The corporate name must contain the word “Corporation”, “Company”, “Incorporated” or “Limited” or an abbreviation of one of such words.)

and its duration shall be Perpetual

 

ARTICLE II  The purpose or purposes for which the corporation is organized are:

 

The corporation may engage in any lawful activity for which corporations may be organized under ORS Chapter 57.

 

 

(It is not necessary to set forth in the Articles any of the corporate powers enumerated in ORS 57.030 and 57.035. It is sufficient to state, either alone or with other purposes, “That the corporation may engage in any lawful activity for which corporations may be organized under ORS Chapter 57”; however, it is desirable to state the primary purpose of the corporation in conjunction with such statement.)

 

ARTICLE III  The aggregate number of shares which the corporation shall have authority to issue is Two Hundred Fifte (250) shares of Common Stock of the par value One Hundred Dollars ($100.00) each.

 

 

(Insert statement as to par value of such shares or a statement that all of such shares are to be without par value. If there is more than one class of stock, insert a statement as to the preference, limitations and relative rights of each class.)

 

ARTICLE IV  The address of the initial registered office of the corporation is

 

800 PACIFIC BUILDING,

 

PORTLAND, OREGON

 

97204

(Street and Number)     (NOTE—A P.O. Box No. is not acceptable)

 

(City and State)

 

(Zip Code)

and the name of its initial registered agent at such address is C T CORPORATION SYSTEM

 


 

ARTICLE V  The number of directors constituting the initial board of directors of the corporation is Four, and the names and addresses of the persons who are to serve as direct??s until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

 

 

 

Address

Name

 

(Note: A P.O BOX NUMBER IS NOT ACCEPTABLE)

 

 

(Street and Number)

 

(City and State)

 

(Zip)

 

 

 

 

 

 

 

 

 

John C. Crean

 

3125 Myers St.,

 

Riverside CA.

 

92583

 

 

 

 

 

 

 

 

 

Dale T. Skinner

 

3125 Myers St.,

 

Riverside CA.

 

92583

 

 

 

 

 

 

 

 

 

William W. Weide

 

3125 Myers St.,

 

Riverside CA.

 

92583

 

 

 

 

 

 

 

 

 

Roark V. Moudy

 

3125 Myers St.,

 

Riverside CA.

 

92583

 

 

ARTICLE VI The name and address of each incorporator is:

 

 

 

Address

 

Name

 

(Note: A P.O BOX NUMBER IS NOT ACCEPTABLE)

 

 

 

(Street and Number)

 

(City and State)

 

(Zip)

 

 

 

 

 

 

 

 

 

S. P. Parise

 

700 S. Flower St.,

 

Ste.1010, IA. CA.

 

9001??

 

 

 

 

 

 

 

 

 

R. Galonski

 

700 S. Flower St.,

 

Ste.1010, IA. CA.

 

9001??

 

 

ARTICLE VII  (Provisions for regulation of internal affairs of the corporation as may be appropriate.)

 

See Exhibit A attached

 

We, the undersigned incorporators, declare under penalties of perjury that we have examined the foregoing and to the best of our knowledge and belief, it is true, correct and complete.

 

/s/ S. P. Parise

 

/s/ R. Galonski

S. P. Parise

 

R. Galonski

 

 

 

Dated September 3, 1976

 

 

 


 

EXHIBIT A

 

CUMULATIVE VOTING

 

Each shareholder shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

 

DENTAL OF PREEMPTIVE RIGHTS

 

No holder of any shares of any class of stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase or receive any part of any unissued stock of any class of the corporation, or of any stock of any class issued and thereafter acquired by the corporation, whether now authorized or hereafter created, or of any securities of any kind convertible into or evidencing the right to subscribe for or purchase or receive any stock of any class of the corporation, whether now authorized or hereafter created, and in either case, whether issued for cash, property, services or any other consideration.

 


 EX-3.29 25 a2188402zex-3_29.htm EXHIBIT 3.29

Exhibit 3.29

 

SANDPOINTE HOMES OF OREGON, INC.

 

* * * * *

 

BY-LAWS

 

* * * * *

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in Portland, Oregon.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Oregon as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, or such place as may be fixed from time to time by the board of directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1977, shall be held on the second Tuesday of August if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Oregon as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

 


 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted, which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

2


 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four (4).  Directors need not be residents of the State of Oregon nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Oregon, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of Oregon.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

3


 

Section 4.  Special meetings of the board of directors may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6.  Majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions, of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

4


 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

THE VICE-PRESIDENTS

 

Section 8.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

5


 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

6


 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Oregon.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty

 

7


 

days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Oregon.

 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten (10) days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which record, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such record or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS DIVIDENDS

 

Section 1.  Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

8


 

CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, of Oregon.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

 

9


 EX-3.30 26 a2188402zex-3_30.htm EXHIBIT 3.30

Exhibit 3.30

 

DSCB204 (Rev. 81)

 

ARTICLES OF INCORPORATION

 

PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:

 

 

 

 

 

 

 

COMMONWEALTH OF

 

x

DOMESTIC BUSINESS CORPORATION

 

FEE

PENNSYLVANIA

 

 

 

 

$75.00

DEPARTMENT OF STATE –
CORPORATION BUREAU 30? NORTH

 

o

DOMESTIC BUSINESS CORPORATION A CLOSE CORPORATION – COMPLETE BACK

 

 

OFFICE BUILDING, HARRISBURG, PA

 

 

 

 

 

17120

 

o

DOMESTIC PROFESSIONAL CORPORATION ENTER BOARD LICENSE NO.

 

 

 

 

 

 

 

 

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER ? ? ? FLEETWOOD HOMES OF PENNSYLVANIA, INC.

 

011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
C/O C T Corporation System, 123 South Broad Street,

 

012 CITY

 

? COUNTY

 

? STATE

 

? ZIP CODE

Philadelphia

 

Philadelphia

 

Pennsylvania

 

19109

 

 

 

 

 

 

 

050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

 

To engage in any lawful act or activity for which corporations may be organized under the Pennsylvania Business Corporation Law.

 

(ATTACH 81/2 x 11 SHEET IF NECESSARY)

The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:

 

040 Number and Class of Shares
250 Common

 

041 Stated Par Value Per Share If Any 100.00

 

042 Total Authorized Capital $25,000.00

 

031 Term of Existence Perpetual

 

 

 

 

 

 

 

The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator

 

060 Name

 

061, 062
063, 064 Address (Street, City, State, Zip Code)

 

Number & Class of Shares

Thomas W. Lukas

 

2415 N. 38th St., Phoenix, AZ 85008

 

1 Common share

Rose McCall

 

3840 N. 43rd Ave., Apt. 2, Phoenix, AZ 85031

 

1 Common share

Terrie Lynn Bates

 

4400 W. Missouri, #203, Glendale, AZ 85301

 

1 Common share

 

 

 

(ATTACH 81/2 x 11 SHEET IF NECESSARY)

 

 

 

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 29TH DAY OF APRIL 1987.

 

 

Thomas W. Lukas

 

Terrie Lynn Bates

 

 

 

 

 

Rose McCall

 

 

 

– FOR OFFICE USE ONLY –

030 FILED
APR 30 1987

 

002 CODE

 

003 REV BOX

 

SEQUENTIAL NO.

111487

 

100 MICROFILM NUMBER

87292049

 

REVIEWED BY

 

004 SICC

 

AMOUNT

$75

 

001 CORPORATION NUMBER

977764

 

DATE APPROVED

 

CERTIFY TO

 

INPUT BY

 

LOG IN

 

LOG IN (REFILE)

 

 

 

 

 

 

 

 

 

 

 

DATE REJECTED

 

o REV.

 

[ILLEGIBLE]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secretary of the [ILLEGIBLE]: Department of State Commonwealth of

 

MAILED BY DATE

 

o L & I

 

o OTHER

 

VERIFIED BY

 

LOG OUT

 

LOG OUT (REFILE)

Pennsylvania

 

 

 

 

 

 

 

 

 

 

 

[ILLEGIBLE]

 


 

DSCB-1 (Rev. 12-59)

 

Articles
of
Incorporation

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

 

 

In compliance with the requirements of the Business Corporation Law, approved the 5th day of May, A.D. 1933, P.L. 364, as amended, the undersigned, all of whom are of full age and at least two-thirds of whom are citizens of the United States or its territories or possessions, desiring that they may be incorporated as a business corporation, do hereby certify:

 

1.     The name of the corporation is: FLEETWOOD TRAILER CO. OF PA., INC.

 

2.     The location and post office address of its initial registered office in this Commonwealth is: 123 South Broad Street, Philadelphia 9, c/o C T Corporation System, County of Philadelphia

 

3.     The purpose or purposes of the corporation are:

 

To manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, export and otherwise dispose of, and generally to trade and deal in and with at wholesale or retail, as principal, agent or otherwise, trailer and mobile home units and allied products and any and all shops, plants, stores, machinery, tools, equipment, appliances, devices, supplies, materials, goods, wares and merchandise used or useful in connection with any of the foregoing.

 

4.     The term of its existence is: perpetual

 

5.     The aggregate number of shares which the corporation shall have authority to issue is: two hundred fifty (250) shares of stock of the par value of $100.00 per share.

 

6.     The names and addresses of each of the first directors, who shall serve until the first annual meeting, are:

 

NAME

 

ADDRESS

JOHN C. CREAN

 

919 East South Street, Anaheim, California

DONNA S. CREAN

 

919 East South Street, Anaheim, California

DALE T. SKINNER

 

919 East South Street, Anaheim, California

WILLIAM W. WEIDE

 

919 East South Street, Anaheim, California

 

7.     The names and addresses of each of the incorporators and the number and class of shares subscribed by each are:

 

NAME

 

ADDRESS

 

NUMBER AND CLASS OF SHARES

Robert E. Boyd

 

123 So. Broad Street,
Philadelphia 9, Pennsylvania

 

1

J .L. Wilsterman

 

123 South Broad Street,
Philadelphia 9, Pennsylvania

 

1

N. J. Kerst

 

123 South Broad Street,
Philadelphia 9, Pennsylvania

 

1

 


 

IN TESTIMONY WHEREOF, the incorporators have signed and sealed these Articles of Incorporation this 26th day of April, 1963.

 

 

(SEAL)

 

 

 

 

(SEAL)

 

 

 

 

(SEAL)

 

Approved and filed in the Department of State on the 29th day of April A.D. 1963.

 

 

 

Secretary of the Commonwealth

 

 

 

VMS

 

 


 EX-3.31 27 a2188402zex-3_31.htm EXHIBIT 3.31

Exhibit 3.31

 

BYLAWS FOR THE REGULATION OF

 

FLEETWOOD HOMES OF PENNSYLVANIA, INC.

a Pennsylvania corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.      The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine. At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.      Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to case not less than ten percent (10%) of the votes at such meeting. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.      Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination. If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.      Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.      Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.      Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.      The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 2.      Each regular and special meeting of the board shall be held at a location determined as follows: The board of directors may designate any place, within or without the State of California, for the holding of any meeting. If no such designation is made, (i) any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and

 

2


 

(ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office. Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine. The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.      Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 1.      This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 371(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the full extent permitted by applicable law. The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.      This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives. The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of dircetors or shareholders, or otherwise.

 

Section 3.      The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.      The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board. Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation. Officers shall have such powers and duties as may be specified by, or in accordance with resolutions of the board of directors. In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject took the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 2.      No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

5


 EX-3.32 28 a2188402zex-3_32.htm EXHIBIT 3.32

Exhibit 3.32

 

STATE OF TENNESSEE

 

 

Certificate of Incorporation

 

 

 

First.

The name of this corporation is FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

 

Second.

The address of the principal office of this corporation in the State of Tennessee is

 

 

1412 Hamilton National Bank Bldg.

 

 

Knoxville, Tennessee 37902

 

 

 

 

Third.

The general nature of the business to be transacted by this corporation is

 

 

 

 

 To design, manufacture, assemble, fabricate, produce, purchase, import, receive, lease as leasee or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as leasee, distribute, export and generally trade and deal in and with at wholesale or retail as principal agent or otherwise, mobile homes, travel trailers and allied products.

 


 

 

Fourth.  The Maximum number of shares of stock which this corporation is authorized to have outstanding at any time is two hundred and fifty shares (250) of par value stock having a par value of one Hundred Dollars ($100.00) per share.

 

 

 

 

 

 

Fifth.  The amount of capital with which this corporation will begin business shall be (not less than One Thousand) One Thousand Dollars; and when such amount so fixed shall have been subscribed for, all subscriptions of the stock of this corporation shall be enforcible and it may proceed to do business in the same manner and as fully as though the maximum number of shares authorized under the provisions of the preceding section hereof shall have been subscribed for.

 

 

 

 

Sixth.  The time of existence of this corporation shall be Perpetual

 

 

 

 

Seventh.

 

No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

 

Each shareholder shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number directors to be elected, and he may cast all of such votes for single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

 


 

We, the undersigned, apply to the State of Tennessee, by virtue of the laws of the land, for a Charter of corporation for the purposes and with the powers, etc., declared in the foregoing instrument.

 

Witness our hands this the 13th day of November,1968.

 

Subscribing Witness:

 

 

 

 

 

G. S. Brown

 

 

STATE OF CALIFORNIA COUNTY OF LOS ANGELES

 

Personally appeared before me G. S. Brown Notary Public) the within named incorporators, D. Fanzo, S. Kasower and K. Davie with whom I am personally acquainted, and who acknowledged that they executed the within application for Charter of Incorporation for the purposes therein contained and expressed.

 

Witness my hand and official seal at office in Los Angeles, California, this 13th day of November, 1968.

 

 

 

(Signature of County Court Clerk or Notary Public)

 

(Notary Public) My commission expires 18th day of April, 1970.

 

(Official Title) Notary Public

 


 

I, JOE C. CARR, Secretary of State, do certify that this Charter, with certificate attached, the foregoing of which is a true copy, was this day registered and certified to by me.

 

This the 27th day of November, 1968.

 

 

JOE C. CARR,

 

 

 

SECRETARY OF STATE

 

 

 

FEE: $20.00

 

 

ARTICLES OF AMENDMENT TO THE CHARTER

of

FLEETWOOD HOMES OF TENNESSEE, INC.

 

* * * * *

 

Pursuant to the provisions of Section 9.03 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

 

1.

 

The name of the corporation is FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

2.

 

The amendment adopted is:

 

 

 

 

 

Article First is amended to read as follows:

 

 

 

 

 

First.  

The name of this corporation is GLENBROOK HOMES OF TENNESSEE, INC.

 

 

 

 

3.

 

The amendment was duly adopted (by the unanimous written consent) of the shareholders on June 27 , 1974.

 

 

 

 

 

Dated June 27, 1974.

 

 

 

FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

By

 

William H. Lear, Secretary

 


 

ARTICLES OF AMENDMENT TO THE CHARTER

of

GLENBROOK HOMES OF TENNESSEE, INC.

 

Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

 

1.

The name of the corporation is GLENBROOK HOMES OF TENNESSEE, INC.

 

 

2.

The amendment adopted is:

 

 

 

Article First is amended to read as follows:

 

 

 

First.

The name of this corporation is FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

3.       The amendment was duly adopted by the unanimous written consent of the shareholder on August 20, 1980.

 

 

Dated August 20, 1980.

 

 

 

GLENBROOK HOMES OF TENNESSEE, INC.

 

 

 

By

 

 

William H. Lear, Secretary

 


 

ARTICLES OF AMENDMENT TO THE CHARTER

OF

FLEETWOOD HOMES OF TENNESSEE, INC.

 

Pursuant to the provisions of Section 48-303 of the Tennessee Code Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

 

1.                                       The name of the corporation is FLEETWOOD HOMES OF TENNESSEE, INC.

 

2.                                       The amendment adopted is:

 

Article Second of the charter is deleted and the following is inserted:

 

“Second. The address of the principal office of the corporation shall be Westmoreland Drive at Hawkins Street, Westmoreland, County of Sumner, Tennessee 37186.”

 

3.                                       The amendment was duly adopted by unanimous written consent of the shareholder on December 20, 1983.

 

 

Dated: December 20, 1983.

 

 

 

FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

By

 

 

William H. Lear, Secretary

 


 

ARTICLES OF AMENDMENT TO THE CHARTER

OF

FLEETWOOD HOMES OF TENNESSEE, INC.

 

Pursuant to the provisions of Section 48-303 of the Tennessee Code Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

 

1.                                       The name of the corporation is FLEETWOOD HOMES OF TENNESSEE, INC.

 

2.                                       The amendment adopted is:

 

Article Second of the charter is deleted and the following is inserted:

 

“Second. The address of the principal office of the corporation shall be Fleetwood Drive at Hawkins Street, Westmoreland, County of Sumner, Tennessee 37186.”

 

3.                                       The amendment was duly adopted by unanimous written consent of the shareholder on December 20, 1983.

 

 

Dated:    December 30, 1983.

 

 

 

FLEETWOOD HOMES OF TENNESSEE, INC.

 

 

 

By

 

 

William H. Lear, Secretary

 


 EX-3.33 29 a2188402zex-3_33.htm EXHIBIT 3.33

Exhibit 3.33

 

FLEETWOOD HOMES OF TENNESSEE, INC.

 

*  *  *  *  *

 

BY-LAWS

 

*  *  *  *  *

 

OFFICES

 

1.                             The principal office shall be in the City of Knoxville, County of Knox, State of Tennessee.

 

2.                             The corporation may also have an office in the City of Riverside, State of California, and also offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

 

STOCKHOLDERS’ MEETINGS

 

3.                             All annual meetings of the stockholders shall be held at the office of the corporation in Riverside, California.  Special meetings of the stockholders may be held at such office or at such other place and at such time as shall be stated in the notice of the meeting, or in a duly executed waiver of notice of the meeting.

 

4.                             An annual meeting of stockholders, commencing with the year 1969, shall be held on the second Tuesday of August in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o’clock A.M., when they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

 


 

5.                             Written notice of the annual meeting of the stockholders shall be served upon or mailed to each stockholder of record entitled to vote at such meeting, addressed to his home address as it appears upon the records of the corporation, not less than ten (10) days before the meeting.  Any stockholder may waive notice of any meeting, either before, at, or after the meeting.

 

6.                             Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

 

7.                             Written notice of any special meeting of stockholders, signed by the president or a vice-president or the secretary or an assistant secretary, stating the purpose or purposes for which the meeting is called and the time when and the place where it is to be held, shall be served upon or mailed to each stockholder of record entitled to vote at such meeting, directed to his home address as it appears on the records of the corporation, not less than ten (10) days before the meeting.  Any stockholder may waive notice of any meeting, either before, at, or after the meeting.

 

2


 

8.                             Business transacted at all special meetings shall be confined to the objects stated in the call.

 

9.                             The holders of a majority of the stock issued and outstanding, and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the certificate of incorporation or by these bylaws.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

10.                       When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

 

3


 

11.                       At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and deposited with the secretary prior to the meeting.  Every stockholder of record shall be entitled at each meeting of stockholders and upon each proposal presented at such meeting to one vote for each share of stock having voting power, standing in his name on the books of the corporation, at the date of the meeting, except where the stock transfer books shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, as hereinafter provided.

 

DIRECTORS

 

12.                       The number of directors which shall constitute the whole board shall be four (4).  The directors shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until his successor shall be elected and shall qualify.  Directors need not be stockholders.

 

13.                       The directors may hold their meetings and keep the books of the corporation, except the original or duplicate stock ledger, outside of Tennessee, at the office of the corporation in the City of Riverside, California, or at such other places as they may from time to time determine.

 

4


 

14.                       If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred or until the next election of directors.

 

15.                       The business and the property of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

 

MEETINGS OF THE BOARD

 

16.                       The first meeting of each newly elected board shall be held at such time and place either within or without the State of Tennessee as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present, or they may meet at such place and time as shall be fixed by the consent in writing of all the directors.

 

17.                       Regular meetings of the board shall be held without notice at such time and place as shall from time to time be determined by the board of directors.

 

18.                       Upon the written request of the president or the executive committee or of three (3) directors, the secretary shall call a special meeting of the board of directors, of which he shall give five (5) days’ notice to each director, either personally, by mail or by telegram.

 

5


 

19.                       At all meetings of the board of directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by these by-laws.  If a quorum shall not be present at any meeting of directors the directors present thereat may adjourn the meeting from time to time, without notice-other than announcement at the meeting, until a quorum shall be present.

 

EXECUTIVE COMMITTEE

 

20.                       The board of directors may by resolution designate two or more of their number to constitute an executive committee, who, to the extent provided in such resolution, shall have and may exercise the powers of the board of directors in the management of the affairs and property of the corporation and the exercise of its corporate powers.  The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors when required.

 

6


 

COMPENSATION OF DIRECTORS

 

21.                       Directors, as such, shall not receive any stated salary for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of the executive committee of the board may be allowed like compensation for attending committee meetings.

 

NOTICES

 

22.                       Whenever under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

 

23.                       Any stockholder may waive notice of any meeting, either before, at, or after the meeting.  No notice of a special meeting of the board of directors need be given to any director who attends or to any director who, in writing, executed and filed with the records of the meeting either before or after the holding thereof, waives such notice.

 

OFFICERS

 

24.                       The officers of the corporation shall be chosen by the directors and shall be a president, a vice-president, a secretary and a treasurer.  Any person may hold two-or more offices, except that the president shall not also be secretary or assistant secretary of the corporation.

 

7


 

25.                       The board of directors, at its first meeting after each annual meeting of stockholders, shall choose a president, a vice-president, and a secretary and a treasurer, none of whom need be a member of the board.

 

26.                       The board of directors may appoint additional vice-presidents and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

27.                       The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

28.                       The officers of the corporation shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

 

8

 

THE PRESIDENT

 

29.                       The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors, shall be ex officio a member of the executive committee, shall have general and active management of the business of the corporation; and shall see that all orders and resolutions of the board are carried into effect.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

VICE PRESIDENT

 

30.                       The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors shall prescribe.

 

THE SECRETARY

 

31.                       The secretary shall attend all sessions of the board of directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive committee when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president, under whose supervision he shall be.  He shall keep in safe custody the seal of the corporation, and when authorized by the board, affix the same to any instrument requiring a seal and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

 

9


 

THE TREASURER

 

32.                       The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

33.                       He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board of directors, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

34.                       If required by the board of directors he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

10


 

CERTIFICATES OF STOCK

 

35.                       The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued.  They shall exhibit the holder’s name and the number of shares represented thereby, and shall be signed by the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or assistant secretary.  If any stock certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation, and a registrar; the signature of any such officer may be facsimile.  Every certificate of stock which is restricted or limited as to its transferability or voting powers, or which is redeemable, or which is preferred or limited as to its dividends or as to its share of the principal upon dissolution, shall have a statement of such restriction, limitation, or preference plainly stated thereon.

 

LOST CERTIFICATE

 

36.                       The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost or destroyed certificate or

 

11


 

certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

 

TRANSFERS OF STOCK

 

37.                       Upon surrender to the corporation or the transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

CLOSING OF TRANSFER BOOKS

 

38.                       The board of directors may prescribe a period not exceeding forty (40) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than forty (40) days prior to the holding of any such meeting as the day as of which stockholders of record entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such days shall be entitled to notice of or to vote at such meeting.

 

12


 

REGISTERED STOCKHOLDERS

 

39.                       The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Tennessee.

 

DIVIDENDS

 

40.                       Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

 

41.                       Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

CHECKS

 

42.                       All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

 

13


 

FISCAL YEAR

 

43.                       The fiscal year shall begin on the first day of April in each year.

 

SEAL

 

44.                       The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Tennessee”.

 

AMENDMENTS

 

45.                       These by-laws may be altered or repealed at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented, if notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote at such meeting and present or represented thereat, or by the-affirmative vote of a majority of the board of directors at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration or repeal be contained in the notice of such special meeting.

 

14


 

CERTIFICATE OF AMENDMENT OF BY-LAWS

 

The undersigned hereby certifies that he is the Assistant Secretary of FLEETWOOD HOMES OF TENNESSEE, INC., a Tennessee Corporation, and further certifies that at a meeting of the Board of Directors of said corporation duly and regularly held on the 1st day of September, 1969, the following resolution amending the By-Laws of said corporation was duly adopted:

 

RESOLVED, that Section 2 of Article II of the By-Laws of this corporation be amended to read in full as follows:

 

“An annual meeting of the shareholders shall be held on the second Tuesday in August, if not a legal holiday and if a legal holiday, then on the next business day following at 1:00 o’clock p.m., when they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.”

 

 

 

/s/ David R. Marriner

 

David R. Marriner

 

Assistant Secretary

 


 EX-3.34 30 a2188402zex-3_34.htm EXHIBIT 3.34

Exhibit 3.34

 

ARTICLES OF CONVERSION
OF
FLEETWOOD HOMES OF TEXAS, INC.

 

Pursuant to the provisions of article 5.17 of the Texas Business Corporation Act and section 6132b-9.05 of the Texas Revised Partnership Act, the undersigned converting entity certifies the following Articles of Conversion adopted for the purpose of effecting a conversion in accordance with the provisions of the Texas Business Corporation Act and the Texas Revised Limited Partnership Act.

 

1.                                       A plan of conversion was approved and adopted in accordance with the provisions of article 5.03 of the Texas Business Corporation Act providing for the conversion of Fleetwood Homes of Texas, Inc., a corporation incorporated under the Texas Business Corporation Act, to Fleetwood Homes of Texas, L.P., a Texas limited partnership.

 

2.                                       An executed plan of conversion is on file at the principal place of business of the converting entity at 101 East Old Settlers Boulevard, #202, Round Rock, Texas 78664 and, from and after the conversion, an executed plan of conversion will be on file at the principal place of business of the converted entity at 101 East Old Settlers Boulevard, #202, Round Rock, Texas 78664.

 

3.                                       A copy of the plan of conversion will be furnished by the converting entity (prior to the conversion) or by the converted entity (after the conversion) on written request and without cost to any shareholder or member of the converting entity or the converted entity.

 

4.                                       The approval of the plan of conversion was duly authorized by all action required by the laws under which Fleetwood Homes of Texas, Inc. is incorporated and by its constituent documents.  The number of outstanding shares entitled to vote is 2500.

 

5.                                       The number of shares voted for and against the plan of conversion, respectively, are as follows:

 

Total Voted For

 

Total Voted Against

2500

 

-0-

 

6.                                       Two copies of the Certificate of Limited Partnership of Fleetwood Homes of Texas, L.P. which is to be created pursuant to the plan of conversion are being filed with the Secretary of State with the Articles of Conversion.  A copy of the Certificate of Limited Partnership of Fleetwood Homes of Texas, L.P. is attached as an exhibit to these Articles of Conversion.

 

7.                                       In accordance with the provisions of Article 5 04C of the Texas Business Corporation Act, upon the effective date of conversion, the converted entity will assume all fees and franchise tax liabilities of the converting entity.

 


 

8.                                       The conversion will become effective on November 30, 1999 at 11:59pm in accordance with the provisions of article 10.03 of the Texas Business Corporation Act and section 2.12 of the Texas Revised Limited Partnership Act.

 

Dated: November 29, 1999

FLEETWOOD HOMES OF TEXAS, INC.

 

 

 

By:

/s/ William H. Lear

 

Name:   William H. Lear

 

Title: Secretary

 

2


 

EXHIBIT

 

PLAN OF CONVERSION AND REORGANIZATION

 

1.                                       This Plan of Conversion and Reorganization is entered into between Fleetwood Homes of Texas, Inc., a Texas business corporation, and Fleetwood Homes of Texas, L.P., a Texas limited partnership.

 

2.                                       The name of the converting entity is Fleetwood Homes of Texas, Inc

 

3.                                       The name of the converted entity is Fleetwood Homes of Texas, L.P.

 

4.                                       Fleetwood Homes of Texas, Inc., the converting entity, is continuing its existence in the organizational form of Fleetwood Homes of Texas, L.P.  Fleetwood Homes of Texas, L.P. shall continue the historic business of Fleetwood Homes of Texas, Inc. using the historic business assets of Fleetwood Homes of Texas, Inc.

 

5.                                       Fleetwood Homes of Texas, L.P., the converted entity, is to be a limited partnership formed under the laws of the State of Texas.

 

6.                                       Fleetwood Homes Investment, Inc., the sole limited partner of Fleetwood Homes of Texas, L.P., will receive a 99% limited partner interest in the capital of Fleetwood Homes of Texas, L.P. and a 99% sharing percentage interest in the profits and losses of Fleetwood Homes of Texas, L.P. in exchange for 99% of the shares of common stock of Fleetwood Homes of Texas, Inc., $1.00 par value, which Fleetwood Homes Investment, Inc. owns.  Fleetwood General Partner of Texas, Inc., the sole general partner of Fleetwood Homes of Texas, L.P. will receive a one percent (1%) general partner interest in the capital of Fleetwood Homes of Texas, L.P. and a one percent (1%) sharing percentage interest in the profits and losses of Fleetwood Homes of Texas, L P. for one percent (1%) of the shares of common stock of Fleetwood Homes of Texas, Inc., $1.00 par value, which Fleetwood General Partner of Texas, Inc owns.

 

7.                                       This Plan of Conversion and Reorganization is intended to effect a reorganization under Internal Revenue Code Section 368(a)(1)(F).

 

8.                                       The Articles of Incorporation of Fleetwood Homes of Texas, Inc. are attached hereto as an exhibit.

 

9.                                       The Articles of Amendment to the Articles of Incorporation of Fleetwood Homes of Texas, Inc. are attached hereto as an exhibit.

 

10.                                 The Certificate of Limited Partnership of Fleetwood Homes of Texas, L.P. is attached hereto as an exhibit.

 

3


 

Dated this 29 day of November, 1999.

 

 

FLEETWOOD HOMES OF TEXAS, INC.

 

 

 

By:

/s/ William H. Lear

 

Name:   William H. Lear

 

Title: Secretary

 

 

 

FLEETWOOD HOMES OF TEXAS, L.P.

 

 

 

By:

Fleetwood General Partner of Texas, Inc.

 

 

its sole general partner

 

 

 

 

 

By:

/s/ William H. Lear

 

 

Name:  William H. Lear

 

 

Title: Secretary

 

4


 

EXHIBIT

 

Certificate

 

of

 

Limited Partnership

 

of

 

Fleetwood Homes of Texas, L.P.

 

1.                                       The name of the limited partnership is Fleetwood Homes of Texas, L.P.

 

2.                                       The location of the limited partnership’s principal place of business is as follows:

 

101 East Old Settlers Boulevard
Suite 202
Round Rock, Texas 78664

 

3.                                       The name and address of the limited partnership’s registered agent and office and the business office of the registered agent is as follows:

 

CT Corporation System
350 N. St. Paul Street
Dallas, Texas 75201

 

4.                                       a)                                      The address of the limited partnership’s principal office in the United States where records are to be kept or made available is:

 

Fleetwood Homes of Texas, L.P.
101 East Old Settlers Boulevard
Suite 202
Round Rock, Texas 78664

 

b)                                     The converted entity is being created pursuant to the Plan of Conversion and Reorganization.

 

c)                                      The converting entity, Fleetwood Homes of Texas, Inc., is a Texas Corporation, incorporated October 24, 1956, with a principal office address of 101 East Old Settlers Boulevard, Suite 202, Round Rock, Texas 78664.

 

5


 

5.                                       The name and address of the General Partner is as follows:

 

Fleetwood General Partner of Texas, Inc.
3125 Myers Street
P.O. Box 7638
Riverside, California 92513-7638

 

Executed on the dates set out beside our name.

 

 

General Partner:

 

 

Date: November 29, 1999

Fleetwood General Partner of Texas, Inc.

 

its sole general partner

 

 

 

By:

/s/ William H. Lear

 

Name:  William H. Lear

 

Title: Secretary

 

6


 

Certificate

 

of

 

Limited Partnership

 

of

 

Fleetwood Homes of Texas, L.P.

 

1.                                       The name of the limited partnership is Fleetwood Homes of Texas, L.P.

 

2.                                       The location of the limited partnership’s principal place of business is as follows:

 

101 East Old Settlers Boulevard
Suite 202
Round Rock, Texas 78664

 

3.                                       The name and address of the limited partnership’s registered agent and office and the business office of the registered agent is as follows:

 

CT Corporation System
350 N. St. Paul Street
Dallas, Texas 75201

 

4.                                       a)                                      The address of the limited partnership’s principal office in the United States where records are to be kept or made available is:

 

Fleetwood Homes of Texas, L.P.
101 East Old Settlers Boulevard
Suite 202
Round Rock, Texas 78664

 

b)                                     The converted entity is being created pursuant to the Plan of Conversion and Reorganization.

 

c)                                      The converting entity, Fleetwood Homes of Texas, Inc., is a Texas Corporation, incorporated October 24, 1956, with a principal office address of 101 East Old Settlers Boulevard, Suite 202, Round Rock, Texas 78664.

 

5.                                       The name and address of the General Partner is as follows:

 

Fleetwood General Partner of Texas, Inc.
3125 Myers Street
P.O. Box 7638
Riverside, California 92513-7638

 

7


 

Executed on the dates set out beside our name.

 

 

General Partner:

 

 

Date:   November 29, 1999

Fleetwood General Partner of Texas, Inc.

 

its sole general partner

 

 

 

By:

/s/ William H. Lear

 

Name:   William H. Lear

 

Title: Secretary

 

8


 EX-3.35 31 a2188402zex-3_35.htm EXHIBIT 3.35

Exhibit 3.35

 

AGREEMENT OF LIMITED PARTNERSHIP
OF
FLEETWOOD HOMES OF TEXAS, L.P.
A TEXAS LIMITED PARTNERSHIP

 

DATED AS OF NOVEMBER 30, 1999

 

THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TEXAS SECURITIES ACT OR OTHER SIMILAR STATE STATUTES IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AS PROVIDED IN THOSE STATUTES.  THE SALE OR OTHER DISPOSITION OF THE LIMITED PARTNERSHIP INTERESTS IS RESTRICTED, AS SET FORTH IN THIS LIMITED PARTNERSHIP AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE GENERAL PARTNER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE STATUTES BY ACQUIRING THE LIMITED PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP, EACH LIMITED PARTNER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS LIMITED PARTNERSHIP INTEREST WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER AND THE TERMS AND PROVISIONS OF THIS AGREEMENT.

 


 

TABLE OF CONTENTS

 

Article I

 

THE PARTNERSHIP

 

1.1

Definitions

 

1

1.2

Organization

 

4

1.3

Partnership Name

 

4

1.4

Purpose

 

4

1.5

Principal Place of Business

 

5

1.6

Term

 

5

1.7

Filings: Agent for Service of Process

 

5

1.8

Independent Activities

 

5

 

Article II

 

PARTNERS’ CAPITAL CONTRIBUTIONS

 

 

 

 

 

2.1

Maintenance of Capital Accounts

 

5

2.2

General Partner

 

6

2.3

Limited Partners

 

6

2.4

Other Matters

 

6

2.5

Additional Contributions

 

7

2.6

Failure to Make Additional Capital Contributions

 

7

 

Article III

 

ALLOCATIONS

 

 

 

 

 

3.1

Profits

 

8

3.2

Losses

 

9

3.3

Special Allocations

 

9

3.4

Other Allocation Rules

 

10

3.5

Tax Allocations: Code Section 704(c)

 

10

 

Article IV

 

DISTRIBUTIONS

 

4.1

In General

 

11

4.2

Amounts Withheld

 

11

4.3

Discretion of General Partner

 

11

 

i


 

Article V

 

MANAGEMENT

 

5.1

Authority of the General Partner

 

12

5.2

Right to Rely on General Partner

 

13

5.3

Restrictions on Authority of General Partner

 

14

5.4

Duties and Obligations of General Partner

 

14

5.5

Indemnification of Certain Persons

 

15

5.6

Compensation and Loans

 

16

5.7

Operation Restrictions

 

16

 

Article VI

 

ROLE OF LIMITED PARTNER

 

6.1

Rights or Powers

 

16

6.2

Voting Rights

 

17

 

Article VII

 

BOOKS AND RECORDS

 

7.1

Books and Records

 

17

7.2

Annual Reports

 

17

7.3

Tax Information

 

17

 

Article VIII

 

AMENDMENTS AND MEETINGS

 

8.1

Amendments

 

17

8.2

Meetings of the Partners

 

18

 

Article IX

 

TRANSFERS OF INTERESTS

 

9.1

Admission of New Partners

 

18

9.2

Restriction on Transfers

 

19

9.3

Voluntary Transfers of Partnership Interests

 

19

9.4

Transfers by General Partner

 

20

9.5

Options on Involuntary Transfers

 

20

9.6

Exercise of Options

 

21

9.7

Prohibited Transfers

 

22

 

ii


 

9.8

Right of Transferee to Become a Partner

 

22

9.9

Right of Partner to Assign Partner’s Interest

 

22

 

Article X

 

GENERAL PARTNERS

 

10.1

Additional General Partners

 

22

10.2

Resignation and Removal of General Partners; Conversion of General Partnership Interest

 

23

10.3

Covenant Not to Withdraw, Transfer or Dissolve

 

23

 

Article XI

 

WITHDRAWAL AND WINDING UP

 

11.1

Withdrawal by a Partner

 

24

11.2

Redemption of Withdrawing Partner’s Interest if Partnership Not Wound Up

 

24

11.3

Distribution in Liquidation of a Partner’s Interest

 

24

11.4

Liquidating Events

 

25

11.5

Winding Up

 

25

11.6

No Additional Compensation

 

26

11.7

Compliance With Timing Requirements of Regulations

 

26

11.8

Consequences of a Tax Termination

 

27

11.9

Rights of Limited Partner

 

27

 

Article XII

 

POWER OF ATTORNEY

 

12.1

General Partner as Attorney-In-Fact

 

27

12.2

Nature of Special Power

 

27

 

Article XIII

 

MISCELLANEOUS

 

13.1

Notices

 

28

13.2

Binding Effect

 

28

13.3

Construction

 

29

13.4

Headings

 

29

13.5

Severability

 

29

13.6

Incorporation by Reference

 

29

 

iii


 

13.7

Further Action

 

 

13.8

Variation of Pronouns

 

 

13.9

Governing Law

 

 

13.10

Waiver of Action for Partition

 

 

13.11

Counterpart Execution

 

 

13.12

Sole and Absolute Discretion

 

 

 

iv


 

AGREEMENT OF LIMITED PARTNERSHIP
OF
FLEETWOOD HOMES OF TEXAS, L.P.

 

A TEXAS LIMITED PARTNERSHIP

 

This AGREEMENT OF LIMITED PARTNERSHIP is made effective as of November 30, 1999, among the General Partner and the Limited Partners identified in Exhibit “A” hereto pursuant to the provisions of the Texas Revised Limited Partnership Act on the following terms and conditions:

 

Article I

THE PARTNERSHIP

 

1.1                              Definitions.  Capitalized words and phrases used in this Agreement have the following meanings:

 

(a)                                “Act” means the Texas Revised Limited Partnership Act, as set forth in Article 6132a-1 of Vernon’s Civil Statutes, as amended from time to time (or any corresponding provisions of succeeding law).

 

(b)                               “Adjusted Capital Account Deficit” means the negative balance, if any, of a Partner’s Capital Account after all adjustments thereto have been made under this Partnership Agreement, other than the adjustments required under Section 3.3(b) hereof and after the Partner’s Capital Account balance has been -

 

(i)                                   increased by any amounts which the Partner is obligated to restore pursuant to any provision of this Partnership Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Regs. §§ 1.704-2(g)(1) and 1.704-2(i)(5), and

 

(ii)                                decreased by any amounts described in Treas. Regs. §§ 1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6).

 

(c)                                “Available Cash” means cash on hand in the Partnership after the payment of, or provision for the payment of, all of the Partnership’s obligations then due and after the establishment of such reserves as the General Partner may think appropriate for all debts, expenses, capital expenditures, and contingencies of the Partnership.

 

(d)                               “Affiliate” of a Partner means an entity directly or indirectly controlling, controlled by or under common control with that Partner where control means the ownership or control, directly or indirectly, of more that fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority, as of the date of this Agreement or hereafter during the term of this Agreement; provided that such entity shall be considered an Affiliate only for the time during which such control exists.

 


 

(e)                                “Agreement” or “Partnership Agreement” means this Agreement of Limited Partnership, as amended from time to time.

 

(f)                                  “Capital Account” means, with respect to any Partner, the capital account maintained for such Partner in accordance with the provisions of Section 2.1 of this Agreement.

 

(g)                               “Capital Contributions” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest in the Partnership held by such Partner.

 

(h)                               “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

 

(i)                                   “Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period.

 

(j)                                   “General Partner” means each Person who from time to time (i) is identified as such on Exhibit “A” to this Agreement or has become a General Partner pursuant to the terms of this Agreement and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement.

 

(k)                                “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

 

(i)                                   Except as provided in clause (iv) below, the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Partner and the Partnership;

 

(ii)                                The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner with the agreement of the Partners, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; and (c) the liquidation of the Partnership within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.  For purposes of this clause (ii) Partnership assets being adjusted shall include receivables, payables and other items in which the Partnership has unrealized income or deductions and the fair market value of such items shall be their face amounts;

 

2


 

(iii)                             Except as provided in clause (v) below, the Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution as determined by the Partnership and the Partner to whom the asset is distributed;

 

(iv)                            The Gross Asset Value of any promissory note contributed to the Partnership by a Partner who is the maker of the note shall be zero, and except as provided in Section 2.1(e) the contributing Partner’s Capital Account will be subsequently credited with the amount of any principal payments received on the note by the Partnership or the amount received by the Partnership upon a taxable disposition of the note.  The preceding sentence shall not apply to any promissory note that is readily tradeable on an established securities market; and

 

(v)                               The Gross Asset Value of any promissory note made by the Partnership and distributed to a Partner will be zero, and except as provided in Section 2.1(e) that Partner’s Capital Account will be subsequently debited with the amount of any principal payments received by him on the note or the amount received by him upon a taxable disposition of the note.  The preceding sentence shall not apply to any promissory note that is readily tradeable on an established securities market.

 

(l)                                   “Interest” means an ownership interest in the Partnership held by a Person pursuant to this Agreement representing a percentage of the total partnership interests, including any and all benefits to which the holder of such an Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement and applicable law.

 

(m)                             “Limited Partner” means any Person from time to time (i) whose name is set forth in Exhibit “A” hereto or who has become a Limited Partner pursuant to the terms of this Agreement, and (ii) who holds an Interest.  “Limited Partners” means all such Persons.

 

(n)                               “Majority in Interest of the Partners” at any time means Partners whose voting rights have not been suspended and whose aggregate Sharing Percentages exceed the indicated percentage or, if no percentage is indicated, exceed 50%.

 

(o)                               “Partners” means all General Partners and all Limited Partners, where no distinction is required by the context in which the term is used herein.  “Partner” means any one of the Partners.

 

(p)                               “Partner Obligation” means the obligation, if any, of a Partner to make additional Capital Contributions, to restore the negative balance of his Capital Account, to compensate the Partnership or its other Partners for any damages resulting from the Partner’s acts or omissions, or to pay any other amount due and owing to the Partnership.

 

(q)                               “Partnership” means the partnership formed pursuant to this Agreement and the partnership continuing the business of this Partnership in the event of dissolution as herein provided.

 

(r)                                  “Person” means any individual, partnership, corporation, trust, governmental unit, or other entity.

 

3


 

(s)                                “Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a), increased by tax exempt income and decreased by items described in § 705(a)(2)(B) of the Code, provided however that if any property is carried on the books of the Partnership at a value that differs from that property’s adjusted basis for tax purposes, gain, loss, depreciation, and amortization with respect to such property shall be computed by reference to the book basis of such property, consistently with the requirements of Regulations § 1.704-1(b)(2)(iv)(g); and provided further that any item allocated under Section 3.3 shall be excluded from the computation of Profits and Losses.

 

(t)                                  “Property” means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property.

 

(u)                               “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

 

(v)                               “Sharing Percentage” means a Partner’s allocable share, expressed as a percentage as shown on Exhibit “A” of an indicated item of profit, income, gain, loss, expense, deduction, or other allocable item of the Partnership.

 

1.2                              Organization.  The Partners hereby agree to organize the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement.

 

1.3                              Partnership Name.  The name of the Partnership shall be Fleetwood Homes of Texas, L.P.  The General Partner may change the name of the Partnership upon 10 days notice to the Limited Partners.  The Partnership shall hold all of its property in the name of the Partnership and not in the name of any Partner.  All business of the Partnership shall be conducted in the Partnership name or in one or more assumed names selected by the General Partner from time to time.

 

1.4                              Purpose.  The purpose of the Partnership is:

 

(a)                                to design, manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, export and otherwise dispose of, and generally to trade and deal in and with at wholesale or retail, as principal, agent or otherwise, mobile home units and related products and any and all shops, plants, stores, machinery, tools, equipment, appliances, devices, supplies, materials, goods, wares and merchandise used or useful in connection with any of the foregoing and to engage in any and all activities related or incidental thereto;

 

(b)                               to enter into any other lawful investment or business enterprise; and

 

(c)                                to conduct any other purpose or activity as the Partners shall agree which is permissible under the laws of the State of Texas.

 

4

 

1.5                              Principal Place of Business.  The principal place of business of the Partnership shall be 101 East Old Settlers Boulevard, Suite 202, Round Rock, Texas 78664.  The General Partner may change the principal place of business of the Partnership to any other place within the State of Texas upon 10 days notice to the Limited Partners.

 

1.6                              Term.  The term of the Partnership shall commence on the later of November 30, 1999 or the date the certificate of limited partnership (the “Certificate”) is filed in the office of the Secretary of State of Texas in accordance with the Act and shall continue until the winding up and liquidation of the Partnership as provided in Article XI hereof.  Prior to the time that the Certificate is filed, no Person shall represent to third parties the existence of the Partnership or hold himself out as a Partner.

 

1.7                              Filings: Agent for Service of Process.

 

(a)                                The General Partner shall cause the Certificate to be filed in the office of the Secretary of State of Texas in accordance with the provisions of the Act.  The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Texas.  The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act.

 

(b)                               The General Partner shall execute and cause to be filed original or amended Certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership or similar type of entity under the laws of any other states or jurisdictions in which the Partnership engages in business.

 

(c)                                The agent for service of process on the Partnership shall be CT Corporation System or any successor as appointed by the General Partner.

 

(d)                               Upon the dissolution of the Partnership, the General Partner, (or, in the event there is no remaining General Partner, any Person elected pursuant to Section 11.5 hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates.

 

1.8                              Independent Activities.  The General Partner and each Limited Partner may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same or competitive with those of the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner.

 

Article II

PARTNERS’ CAPITAL CONTRIBUTIONS

 

2.1                              Maintenance of Capital Accounts.  A separate Capital Account shall be maintained on the books of the Partnership for each Partner as follows:

 

(a)                                To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s allocable share of Profits, and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any property distributed to such Partner.

 

5


 

(b)                               To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property distributed to such Partner from the Partnership, such Partner’s allocable share of Losses, and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.

 

(c)                                Each Partner’s Capital Account shall be adjusted in accordance with Treas. Regs. §§ 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g) if the Gross Asset Value of any asset is adjusted.

 

(d)                               In the event all or a portion of an interest in the Partnership is transferred in accordance with the terms of this Agreement, the respective Capital Accounts of the transferee and transferor shall be adjusted in accordance with Treas. Regs. § 1.704-1(b)(2)(iv)(1).

 

(e)                                Upon the liquidation of a Partner’s Interest, the Partner’s Capital Account will be debited or credited, as appropriate, for the fair market value of certain promissory notes in accordance with Treas. Regs. §§ 1.704-1(b)(2)(iv)(d)(2) and 1.704-1(b)(2)(iv)(e)(2).

 

(f)                                  Each Partner’s Capital Account shall be adjusted as required by Treas. Regs. § 1.704-1(b)(2)(iv)(k) for depletion and gain or loss with respect to the Partnership’s oil and gas properties.

 

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treas. Regs. § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.

 

2.2                              General Partner.  The names, addresses, Capital Contributions, and Sharing Percentages of the General Partners are as set forth in Exhibit “A” attached hereto.

 

2.3                              Limited Partners.  The names, addresses, Capital Contributions, and Sharing Percentages of the Limited Partners are as set forth in Exhibit “A” hereto.

 

2.4                              Other Matters.

 

(a)                                Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of his Capital Contributions or withdraw capital from the Partnership without the consent of all Partners.  Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided herein.

 

(b)                               No Partner shall receive any interest on, or salary or drawing with respect to, his Capital Contributions or his Capital Account except as otherwise provided in this Agreement.

 

6


 

(c)                                Except as otherwise provided by this Agreement or by an assumption agreement, no Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership in his capacity as a Limited Partner.  Except as otherwise provided by this Agreement, by any other agreements among the Partners, or by applicable state law, a Limited Partner shall be liable only to make his Capital Contributions and shall not be required to lend any funds to the Partnership or, after his Capital Contributions have been paid, to make any additional contributions to the Partnership.

 

2.5                              Additional Contributions.  The Partners shall be required to make additional Capital Contributions from time to time as follows: the General Partner may require the Partners to make additional contributions to the capital of the Partnership by sending each Partner written notice stating the amount of additional capital needed and the reasons therefor.  Within thirty (30) days after the receipt of such notice each Partner shall contribute to the Partnership the total capital needed multiplied by the Partner’s Sharing Percentage.

 

2.6                              Failure to Make Additional Capital Contributions.

 

(a)                                In General.  If any Partner (the “Defaulting Partner”) fails or refuses to pay any additional Capital Contribution to the Partnership within the thirty (30) day period provided for in Section 2.5, the Defaulting Partner’s right to receive distributions from the Partnership or vote on any Partnership matter shall be immediately suspended.  However, unless a portion of the Defaulting Partner’s interest in the Partnership is acquired by a Contributing Partner pursuant to Subsection 2.6(c), the Defaulting Partner shall continue to be allocated such Partner’s share of Partnership income, gains, losses, and credits.  Except as otherwise provided in this Section, the suspension shall remain in effect from the date it is invoked until the Defaulting Partner contributes to the Partnership (i) the amount of the Defaulting Partner’s deficiency and (ii) interest on the deficiency at a rate of twelve percent (12%) per annum.  Any distributions to which the Defaulting Partner would otherwise be entitled but which are withheld by the Partnership pursuant to this Section shall be applied against the deficiency and interest owed by the Defaulting Partner to the Partnership, first against interest accrued on such Defaulting Partner’s deficiency and then against the deficiency itself.  A Defaulting Partner’s Capital Account will be credited to the extent such credits are applied against the deficiency.  Interest credited will be treated as income of the Partnership.  The Partnership shall have a lien against the Defaulting Partner’s Interest in the Partnership, and each Partner hereby assigns to the Partnership a security interest in such Partner’s Interest in the Partnership, to secure all obligations of the Partner to the Partnership under this Agreement.  Each Partner agrees to execute such financing statements and other documents as the General Partner may reasonably request to perfect the security interest granted by this Agreement.  The Partnership may take any legal action to recover the amount of any deficiency or interest owed by a Defaulting Partner to the Partnership, including foreclosing on the Partnership’s security interest in the Defaulting Partner’s Interest in the Partnership, and the Defaulting Partner shall be further liable to the Partnership for any reasonable attorneys’ fees and collection and court costs incurred by the Partnership in taking such action.

 

(b)                               Non-Defaulting Partners’ Option to Advance Funds to Cover Deficiency of Defaulting Partner.  Non-Defaulting Partners may, at the sole option of each, advance to the Partnership the funds not contributed by a Defaulting Partner and at any time thereafter notify

 

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the Defaulting Partner of such action.  If more than one of the Non-Defaulting Partners elect to advance such funds, they (the “Contributing Partners”) shall do so in such proportions as they determine or, if not agreed upon, in proportion to their respective Sharing Percentage.  In the event of the liquidation of the Partnership, in addition to any other remedy a Contributing Partner may have, the Defaulting Partner shall repay in cash within 30 days of the liquidation to each Contributing Partner all monies he advanced to the Partnership on behalf of the Defaulting Partner which have not been repaid or otherwise discharged.

 

(c)                                Contributing Partners’ Option to Acquire Defaulting Partner’s Interest.  If, within thirty (30) days of the receipt of a notice given under subsection 2.6(b), the Defaulting Partner has not repaid to that Contributing Partner the amount advanced to the Partnership by that Contributing Partner, with interest on that amount at an annually compounding rate of twelve percent (12%) per annum, that Contributing Partner, in addition to any other remedy he may have and notwithstanding any other provision of this Agreement, shall have the option for a period of thirty (30) days following the expiration of such thirty (30) day period to acquire a portion of the Defaulting Partner’s Interest in satisfaction of the Defaulting Partner’s obligation to repay him.  The portion of the Defaulting Partner’s interest in the Partnership that may be acquired by that Contributing Partner is equal to a fraction the numerator of which is the amount of that Contributing Partner’s advance then remaining unpaid and the denominator of which is the balance of the Defaulting Partner’s Capital Account as of the effective date of the acquisition (including the Contributing Partner’s advance to that Capital Account).  In determining the denominator under the preceding sentence, the Contributing Partner or the Defaulting Partner may require that an adjustment be made to reflect the Defaulting Partner’s share of any profit, loss, or other item properly chargeable to the Defaulting Partner’s Capital Account which has actually been recognized by the Partnership between the last date on which the books of the Partnership were closed and the effective date of the acquisition.  Such acquisition shall be effective as of the date a Contributing Partner advanced such Contributing Partner’s portion of the Defaulting Partner’s delinquency to the Partnership.  Any Contributing Partner electing to so acquire a portion of the Defaulting Partner’s Interest in the Partnership will then assume all rights and responsibilities related to that portion of the Defaulting Partner’s Interest.

 

Article III

ALLOCATIONS

 

3.1                              Profits.  After giving effect to the special allocations set forth in Section 3.3 hereof, Profits for any fiscal year shall be allocated as follows:

 

(a)                                First, all Profits shall be allocated among all Partners pro rata in accordance with their respective Sharing Percentages.

 

(b)                               Thereupon, the Profits thereby allocated to any Limited Partner shall be immediately reallocated to the General Partners to the extent that any Losses theretofore allocated away from that Limited Partner and to the General Partners pursuant to Section 3.2(b) have not been offset by previous reallocations under this Section 3.1(b).  All Profits allocable to the General Partners under this Section 3.1(b) shall be allocated among the General Partners in direct proportion to the then balance of each General Partner’s previous allocations under Section 3.2(b) less his previous allocations under this Section 3.1(b).

 

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3.2                              Losses.  After giving effect to the special allocations set forth in Section 3.3 hereof; Losses for any fiscal year shall be allocated as set forth in Section 3.2(a) below, subject to the limitation in Section 3.2(b) below.

 

(a)                                Losses for any fiscal year shall be allocated among all Partners pro rata in accordance with their respective Sharing Percentages.

 

(b)                               The Losses allocated to any Limited Partner pursuant to Section 3.2(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing that Limited Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year in which the allocation is made.  All Losses in excess of the limitations set forth in this Section 3.2(b) shall be allocated among the General Partners in direct proportion to their respective Sharing Percentages as General Partners.

 

3.3                              Special Allocations.  The following special allocations shall be made in the following order:

 

(a)                                Minimum Gain Chargeback.  If, during the Partnership’s fiscal year, there is a net decrease in the Partnership’s minimum gain (as determined under Treas. Regs. § 1.704-2(d)), then items of income and gain of the Partnership shall be allocated to each Partner having a share of such minimum gain in accordance with Treas. Regs. § 1.704-2(f).  This provision is intended to comply with the “minimum gain chargeback” requirement in the above referenced Section of the Regulations, and shall, to that extent, be interpreted consistently therewith.  If during a Partnership taxable year there is a net decrease in Partner non-recourse debt minimum gain, as defined in Treas. Regs. § 1.704-2(i)(2), any Partner with a share of that Partner non-recourse debt minimum gain (determined under Treas. Regs. § 1.704-2(i)(5) as of the beginning of the year) must be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that Partner’s share of the net decrease in the Partner non-recourse debt minimum gain in compliance with Treas. Regs. § 1.704-2(i)(4).

 

(b)                               Qualified Income Offset.  In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treas. Regs. §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 3.3(b) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.3(b) were not in the Agreement.

 

(c)                                Gross Income Allocation.  In the event any Partner has a deficit Capital Account at the end of any Partnership fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences

 

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of Treas. Regs §§ 1.704-2(g)(1) or 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Section 3.3(b) hereof and this Section 3.3(c) were not in the Agreement.

 

(d)                               Section 754 Adjustments.  To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treas. Regs. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

 

(e)                                Change in Regulations.  If any of the specific Regulations upon which the special allocations provided for in this Article III are based are hereafter changed, or if new Regulations are hereafter adopted, which changes or new Regulations, in the opinion of the tax counsel retained by the Partnership, make it necessary to revise the foregoing special allocation rules or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation of net income, net losses, credits or other tax attributes otherwise provided for would be altered as a result of a challenge thereto by the Internal Revenue Service, the Partners agree to make such reasonable amendments to the Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially affecting the amounts distributable to any Partner pursuant to this Agreement.

 

3.4                              Other Allocation Rules.

 

(a)                                For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

 

(b)                               For purposes of determining a Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Treas. Regs. § 1.752-3, the Partners’ interests in Partnership profits are as set forth in Section 3.1(a) above.

 

3.5                              Tax Allocations: Code Section 704(c).  In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership (including those subsequently contributed by the Partnership to another entity taxable as a partnership under the Code) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section (k) (i) hereof).

 

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In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section (k) (ii) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

 

The General Partner may elect in its discretion to use curative allocations or the remedial allocation method, as permitted by Treas. Regs. § 1.704-3, in association with any allocation pursuant to this Section 3.5.

 

In the event that a Partner contributes to the Partnership property as to which the disparity between its adjusted basis for federal income tax purposes and its Gross Asset Value is small, within the meaning of Treas. Regs. § 1.704-3(e)(1), the General Partner may in its discretion disregard this Section 3.5 or defer its application until the Partnership disposes of such property.

 

Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement and conforms to the requirements of Treas. Reg. § 1.704-3.  Allocations pursuant to this Section 3.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

 

Article IV

DISTRIBUTIONS

 

4.1                              In General.  Except as otherwise specifically provided in the Agreement, Available Cash shall be distributed from time to time as the General Partner may determine in its discretion among all Partners pro rata in accordance with their respective Sharing Percentages.

 

4.2                              Amounts Withheld.  All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to a Partner shall be treated as amounts distributed to that Partner pursuant to this Article IV for all purposes under this Agreement.  The General Partner may allocate any such amounts among the Partners in any manner that is in accordance with applicable law.

 

4.3                              Discretion of General Partner.  The Partners intend to authorize the General Partner to use broad discretion with respect to the investment, reinvestment and distribution of the Partnership assets; provided, however, notwithstanding any provision herein to the contrary, the General Partner may not withhold any distribution of funds to the Partners which would violate the General Partner’s fiduciary duty under the Act.

 

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Article V

MANAGEMENT

 

5.1                              Authority of the General Partner.  Except to the extent otherwise provided herein or in Exhibit “B” hereto, the General Partner shall have the sole and exclusive right to manage the business of the Partnership and shall have all of the rights and powers which may be possessed by general partners under the Act including, without limitation the right and power to:

 

(a)                                acquire by purchase, lease, like-kind exchange or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership including the authority to lease or acquire real and personal property from the General Partner or any Limited Partner;

 

(b)                               operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, including the sale of real estate and personal property to the General Partner or any Limited Partner, and the loan of Partnership funds to third parties, the General Partner, or any of the Limited Partners;

 

(c)                                make and execute any and all agreements, contracts, promissory notes, loan agreements, security agreements, financing statements, collateral pledges, trust deeds, mortgages, deeds, easements, affidavits, leases, assignments, bills of sale, contracts, certifications, and other instruments necessary or convenient in connection with the acquisition, disposition, encumbrance, development, management, maintenance, and operation of the Property, or in connection with managing the affairs of the Partnership, including executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Limited Partners to the General Partner;

 

(d)                               borrow money from third parties, the General Partner, or any Limited Partner and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge, or other lien on any Property;

 

(e)                                prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property;

 

(f)                                  care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

 

(g)                               contract on behalf of the Partnership for the employment and services of employees and/or independent contractors (which may include any Partner or an affiliate of any Partner), such as property managers, investment managers or advisers, lawyers, and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

 

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(h)                               engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Partnership’s property or activities and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

 

(i)                                   make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law, to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Partnership interests and Partnership distributions;

 

(j)                                   take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and

 

(k)                                institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

 

Whenever there is more than one General Partner, the rights and powers of the General Partner hereunder shall be exercised by them in such manner as they may agree.  In the absence of an agreement among the General Partners, no General Partner shall exercise any of such rights and powers without the unanimous consent of all General Partners.

 

5.2                              Right to Rely on General Partner.  Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to:

 

(a)                                the identity of the General Partners and the Limited Partners;

 

(b)                               the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by a General Partner or which are in any other manner germane to the affairs of the Partnership;

 

(c)                                the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

 

(d)                               any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

 

The signature of an executive officer or other comparable representative of the General Partner shall be sufficient to convey title to any real property owned by the Partnership or to execute any promissory notes, loan agreements, security agreements, financing statements, collateral pledges, trust deeds, mortgages, deeds, easements, contracts, certificates, affidavits, leases, assignments, or other instruments of any kind, and all of the Partners agree that a copy of this Agreement may

 

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be shown to the appropriate parties in order to confirm the same.  All of the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described in this Section 5.2.

 

5.3                              Restrictions on Authority of General Partner.

 

(a)                                Without the consent of all of the Partners, no General Partner shall have the authority to:

 

(i)                                   do any act in contravention of this Agreement;

 

(ii)                                do any act which would make it impossible to carry on the business of the Partnership, except as otherwise provided in this Agreement;

 

(iii)                             knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

 

(iv)                            borrow any money from or lend any of the Partnership funds to the General Partner or any Limited Partner pursuant to any agreement or loan arrangement which contains interest rates, security provisions, or repayment terms less favorable to the Partnership than those that an independent third party lender or borrower (as the case may be) would require; or

 

(v)                               sell any Partnership assets to or buy any real or personal property from the General Partner or any Limited Partner unless the sales or purchase price is at fair market value and on terms to which an independent seller or buyer (as the case may be) would agree.

 

(b)                               Except as otherwise provided by this Agreement, no Limited Partner in its capacity as such, shall have any right to participate in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way.  Any Partner who acts beyond the scope of the authority granted by this Agreement shall, in addition to any other remedy available to the Partnership or the other Partners, be liable in damages to the Partnership and each other Partner for any loss or damages that they may incur or suffer as a consequence of such act.

 

5.4                              Duties and Obligations of General Partner.

 

(a)                                The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Texas (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and (ii) for the accomplishment of the Partnership’s purposes, including the acquisition, development, maintenance, preservation, and operation of the Partnership’s property and business in accordance with the provisions of this Agreement and applicable laws and regulations.

 

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(b)                               The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote himself full time to the performance of such duties.

 

(c)                                The General Partner shall be under a duty to conduct the affairs of the Partnership in the best interests of the Partnership and of the Limited Partners, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Partnership, in accordance with the standards applicable to partners in general partnerships as set forth in section 4.04 of the Texas Revised Partnership Act.

 

5.5                              Indemnification of Certain Persons.

 

(a)                                Indemnification at the Discretion of the Partnership.  The Partnership shall indemnify any Person who was, is, or is threatened to be, made a named defendant or respondent in a proceeding because the Person is or was a partner, officer, employee, or agent of the Partnership or serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity, as follows:

 

(i)                                   Such Person shall be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Person in connection with the proceeding; but, if the Person is found liable to the Partnership or is found liable on the basis that personal benefit was improperly received by the Person, the indemnification (1) is limited to reasonable expenses actually incurred by the Person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the Person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Partnership.

 

(ii)                                Such a Person shall be indemnified under this Agreement only if it is determined that such Person conducted himself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the Partnership’s best interest, and in all other cases that his or her conduct was at least not opposed to the Partnership’s best interests.  In the case of any criminal proceeding, an additional determination must be made that such Person had no reasonable cause to believe his or her conduct was unlawful.

 

(b)                               Expenses Advanced.  The Partnership shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Partner, officer, employee, or agent of the Partnership, or Person serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Partnership receives a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the Person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

 

The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the Person did not meet the requirements set forth herein.  A Person shall be deemed to have been found liable in respect of any claim, issue or matter only after the Person shall have been finally so adjudged by a court of competent jurisdiction and no opportunity for appeal then exists.

 

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(c)                                  Other Protection and Indemnification.  The protection and indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which such Person may be entitled, under any agreement, insurance policy or vote of the Partners, or otherwise.

 

5.6                               Compensation and Loans.

 

(a)                                Compensation and Reimbursement.  Except as otherwise provided in this Section 5.6 or in a separate agreement, no Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership, nor shall any Partner be reimbursed for any expenses incurred by such Partner on behalf of the Partnership.

 

(b)                               Expenses.  The General Partner may charge the Partnership for any direct expenses reasonably incurred in connection with the Partnership’s business.

 

(c)                                Loans.  Any Person may, with the consent of the General Partner, lend or advance money to the Partnership.  If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership.  The amount of any such loan or advance by a lending Partner shall bear interest at such rate and be payable on such terms as the General Partner and the lending Partner shall agree pursuant to Section 5.3(a)(iv) hereof.  If the General Partner is the lending Partner, the rate of interest shall be determined by the General Partner taking into consideration, without limitation, prevailing interest rates and the interest rates such General Partner is required to pay in the event such General Partner has itself borrowed funds to loan or advance to the Partnership.  None of the Partners shall be obligated to make any loan or advance to the Partnership.

 

5.7                              Operation Restrictions.  All property in the form of cash not otherwise invested shall be deposited in one or more accounts maintained in the name of the Partnership in such financial institutions as the General Partner shall determine or shall be invested in short-term liquid securities or shall be left in escrow and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine from time to time.

 

Article VI

ROLE OF LIMITED PARTNER

 

6.1                              Rights or Powers.  Except as otherwise set forth in Section 6.2 hereof, no Limited Partner shall have any right or power, in his capacity as a Limited Partner, to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way.

 

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6.2                              Voting Rights.  The Limited Partners shall have the right to vote only on the matters explicitly set forth in this Agreement.

 

Article VII

BOOKS AND RECORDS

 

7.1                              Books and Records.  The Partnership shall keep adequate books and records at its principal place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership.  Any Partner or his designated representative shall have the right, at any reasonable time, to have access to and inspect and copy the contents of such books or records.

 

7.2                              Annual Reports.  Within a reasonable period after the end of each Partnership fiscal year, each Partner shall be furnished with pertinent information regarding the Partnership and its activities during such period.

 

7.3                              Tax Information.  Necessary tax information shall be delivered to each Partner after the end of each fiscal year of the Partnership.  Every effort shall be made to furnish such information within 75 days after the end of each fiscal year.

 

Article VIII

AMENDMENTS AND MEETINGS

 

8.1                              Amendments.

 

(a)                                Amendments to this Agreement may be proposed by the General Partner or by one or more Limited Partners constituting a Majority in Interest of the Partners.  Following such proposal, the General Partner shall submit to the Limited Partners a verbatim statement of any proposed amendment, provided that counsel for the Partnership shall have approved of the same in writing as to form, and the General Partner may include in any such submission a recommendation as to the proposed amendment.  The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate.  For purposes of obtaining a written vote, the General Partner may require response within a reasonable specified time, but not less than 15 days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner’s recommendation, if any, with respect to the proposal or, if the General Partner makes no recommendation, a vote which is consistent with the vote of the Majority in Interest of all Partners who voted.  A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of a Majority in Interest of the Partners.

 

(b)                               Notwithstanding Section 8.1(a) hereof, this Agreement shall not be amended without the consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner’s interest, (ii) modify the limited liability of a Limited Partner, (iii) except as provided in Section 8.1(c), alter the interest of a Partner in Profits, Losses, component items thereof, or any Partnership distributions, or (iv) remove the General Partner except for cause or add additional General Partners.

 

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(c)                                With the consent of a 50.1% Majority in Interest of the Partners, the General Partner may amend this Agreement to admit new Limited Partners and to change the Partners’ respective interests in Profits, Losses, component items thereof, and distributions in order to fairly reflect the value of Capital Contributions made by new or existing Partners in relation to the then value of the Partnership.

 

8.2                              Meetings of the Partners.

 

(a)                                Meetings of the Partners may be called by the General Partner and shall be called upon the written request of Limited Partners holding 50% or more of the Sharing Percentages.  The call shall state the nature of the business to be transacted.  Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting.  Partners may vote in person or by proxy at such meeting.  Whenever the vote or consent of Partners is permitted or required under the Agreement, such vote or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 8.1 hereof.  Except as otherwise expressly provided in the Agreement, the vote of a Majority in Interest of the Partners shall control.

 

(b)                               For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may fix, in advance, a date as the record date for any such determination.  Such date shall not be more than 30 days nor less than 10 days before any such meeting.

 

(c)                                Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting or voting or participating at a meeting.  Every proxy must be signed by the Limited Partner or his attorney-in-fact.  No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

 

(d)                               Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

 

Article IX

TRANSFERS OF INTERESTS

 

9.1                              Admission of New Partners.  Except as provided in Section 8.1(c) and 9.9 hereof, no Person shall be admitted as a Partner without the consent of all Partners.  Any Person becoming a Partner shall execute, and shall cause his spouse to execute, a written acknowledgment that he has read this Agreement and all amendments hereto and that he agrees to be bound by each and every of its terms and conditions.

 

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9.2                              Restriction on Transfers.  Without the written consent of all Partners, no transfers of all or a part of a Partner’s Interest in the Partnership may be effected except as permitted in this Article.  Except as otherwise provided in this Agreement, no person acquiring an Interest may become a Partner without the consent of all other Partners.  A permitted transfer shall be effective as of the date specified in the instruments relating to the transfer of the Interest in the Partnership unless the Agreement requires a different date.  The Interest of any transferee shall be subject to the provisions of this Agreement even if such transferee does not become a Partner, and the Partnership may disregard any transfer until it shall have received the transferee’s written acknowledgment that it shall hold the transferred Interest subject to all provisions of this Agreement.

 

9.3                              Voluntary Transfers of Partnership Interests.

 

(a)                                Notice of Sale.  If a person desires to sell any Interest, he must give written notice to the General Partner describing all the terms of that sale (including the Interest to be sold, the purchase price, the terms for payment, the closing date, any conditions to the sale, and the fair market value of any consideration to be given in the form of property), and completely identifying the proposed ultimate purchaser.  The General Partner shall immediately notify the other Partners upon receipt of such notice.

 

(b)                               Options to Purchase.  The Partnership will have a first option to purchase all or some of the Interest described in the seller’s notice, and may exercise that option at any time within 30 days of the receipt by the General Partner of the seller’s notice by giving written notice to the seller and each other Partner of the portion of the Interest it has elected to purchase.

 

Each of the other Partners will have a second option to purchase his proportionate portion of any remaining portion of the Interest described in the seller’s notice and may exercise his option at any time within 15 days of the expiration of the Partnership’s option period by giving written notice to the seller of the portion of the Interest he has elected to purchase.

 

If the Partnership and the other Partners in the aggregate elect to purchase less than all of the Interest described in the seller’s notice, then none of those options may be exercised.

 

If the Partnership and the other Partners elect to purchase in the aggregate all of the Interest described in the seller’s notice, then the Partnership and those Partners who have elected to purchase (subject to any conditions stated in the seller’s notice) will become bound to purchase, and the seller will become bound to sell, that entire Interest to the Partnership and electing Partners in the proportions specified in the exercise notices.  Each such purchaser will pay a pro rata share of the purchase price as described in the seller’s notice, to be paid on the same terms as described in the seller’s notice, except that in lieu of any consideration which is other than cash or notes, the purchaser will pay cash equal to the value of that consideration.  If more than one purchaser is required to give a note in payment of any portion

 

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of the purchase price, each such note shall be independent and free of any cross default provision, and if security is required for such a note by the terms of the seller’s notice, the security given for one such note shall not secure the payment of any other such note.

 

The closing of any purchases by the Partnership or other Partners will take place on the later of (1) the closing date specified in the seller’s notice, or (2) ten days after the expiration of the second option period.

 

If the options under this paragraph (b) are not exercised the proposed sale may take place.  However, the Partnership will have the right to examine, within the 30 days following the closing date described in the seller’s notice, the records of the seller and the purchaser to satisfy itself that the sale has been consummated on the terms described in the seller’s notice.  If the sale is not consummated on those terms and within the time specified in the seller’s notice, the Partnership may cancel on its books any transfer of Interest previously made to reflect that sale.

 

9.4                              Transfers by General Partner.  The transfer of a General Partner’s Interest shall be subject to the provisions of this Section 9.4 in addition to the other provisions of this Article IX.

 

(a)                                Transfers that would Constitute an Event of Default.  No transfer may be made by the General Partner of an Interest in the Partnership if such transfer would constitute an event of default (or an event that, upon notice or the passage of time, or both, would constitute a default) under any agreement or instrument by which the Partnership has borrowed money or by which the Partnership’s property is encumbered, and any attempt to do so shall be null and void.

 

(b)                               Termination of a General Partner or Affiliate.  Upon the dissolution or other termination of the existence of an entity that is a General Partner, that General Partner’s successors in interest shall lose all right to exercise any management powers with respect to the Partnership, except upon the consent of all other Partners.  The Interest held by the , successors, or assigns of the terminated General Partner shall automatically be converted to a limited partnership interest.

 

(c)                                Deficit Capital Account Balance.  Upon the conversion of a general partnership interest to a limited partnership interest, the holder of that limited partnership interest shall continue to be responsible, as if he had continued as a General Partner, for any deficit balance in his Capital Account as of the date his interest his converted and he shall continue to be entitled to allocations under Section 3.1(b) of this Agreement.  The other General Partners or the succeeding General Partner may cause the books of the Partnership to be closed, and all allocations under the Agreement to be made, as of the date immediately preceding the conversion, if they deem it necessary or appropriate in order to properly reflect the interests of the Partners in the Partnership’s assets, liabilities, and operating results.

 

9.5                              Options on Involuntary Transfers.

 

(a)                                If any Interest passes to any Person other than a Partner as a result of attachment, garnishment, execution, levy, seizure, foreclosure of (or transfer pursuant to) a pledge or other security or collateral interest, receivership, or other involuntary means of any kind, whether or not judicial, or as a result of a receivership or bankruptcy proceeding whether or not voluntary, the Interest so passing will be subject to the following options:

 

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(i)                                   The Partnership will have a first option to purchase all or any portion of the Interest.

 

(ii)                                The other Partners will have a second option to purchase all or any portion of the remaining Interest.

 

(b)                               These options may be exercised as set out in Section 9.6 below, and for that purpose the first option period will begin on the date of transfer and will end 60 days thereafter.

 

9.6                              Exercise of Options.

 

(a)                                The option period for any first option arising under this Article (except Section 9.3) will be the period specified for it above.  However, the commencement of any first option period will be postponed from day to day until the Partnership and the optionee of that first option become aware of the event which created the option.  The duration of the first option period will also be extended, day to day, as necessary until the purchase price has been determined.  The option period for any second option will be 20 days long and will begin the day following the expiration of the first option period.  The option period for any third option will be 20 days long and will begin the day following the expiration of the second option period.

 

(b)                               Any option under this Article may be exercised only by written notice given within the applicable option period to the General Partner as set forth in Section 13.1 below and to the person whose Interest is subject to that option.

 

(c)                                The price at which an Interest will be bought or sold pursuant to an option arising under this Article, other than Section 9.3, will be determined by mutual agreement of the General Partner and each Limited Partner.  Closing of that purchase or sale will take place on the later of the 15th day following the expiration of the last option period for all options to purchase or sell or on the 15th day following the date on which the purchase price has been determined.  At closing, each purchaser will pay the purchase price of the Interest purchased by him as follows:

 

The balance of the purchase price will be paid by the execution and delivery of the purchaser’s promissory note, earning interest at the rate of 7% per annum or such higher rate as may then be the “applicable federal rate” under Section 1274 of the Code, principal and accrued interest payable in 20 equal blended quarterly installments.

 

(d)                               Delivery of Title.  At the closing of any sale pursuant to an option under this Article, the seller will deliver to the purchasers such documentation as the Partnership may reasonably require evidencing the transfer.  An Interest will be sold free and clear of all liens and encumbrances whatsoever.

 

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(e)                                Proportionate Purchases by Other Partners.  Each Partner having the right to exercise an option to purchase an Interest has the right to purchase his proportionate part of the Interest which is subject to that option, net of any portion of that Interest which the Partnership may have elected to purchase.  An electing Partner’s exercise notice which attempts to exercise an option for a greater proportionate part of the Interest than that to which he is entitled will be automatically reduced to the maximum proportionate part of the Interest to which he is entitled.  For this purpose each Partner’s proportionate part, expressed as a percentage, is equal to his Sharing Percentage.

 

(f)                                  Voting of Interests in Favor or Against Partnership Purchases.  If the vote or consent of the Partners should ever be required in order to authorize the Partnership to purchase any Interest pursuant to an option given by this Agreement, the holder of the Interest which is subject to that option will be deemed to have voted in favor or against the purchase as is consistent with the votes cast by a Majority in Interest of all other Partners.

 

9.7                              Prohibited Transfers.  Notwithstanding any other provision of this Agreement, no voluntary transfer of an Interest in the Partnership may be made if such transfer would result in a termination of the Partnership for federal tax purposes pursuant to section 708 of the Code, adversely affect the classification of the Partnership as a partnership for tax purposes, or violate any applicable provision of federal or state securities laws, and any attempt to do so shall be null and void.

 

9.8                              Right of Transferee to Become a Partner.  No transferee of all or part of a Partner’s Interest shall have the right to become a Partner without the unanimous consent of the Partners.  Until the transferee is admitted as a Partner, no Partner or other person may cast a vote with respect to the transferred Interest, and that Interest will be entirely disregarded for purposes of determining the existence of a quorum or the validity of any action of the Partners.  Any person or entity becoming a substituted Partner shall pay the reasonable costs of such substitution plus the reasonable costs and expenses the Partnership may incur in connection with any federal income tax election made by the Partnership that benefits such substituted Partner.

 

9.9                              Right of Partner to Assign Partner’s Interest.  Notwithstanding the provisions of Sections 9.2 and 9.8 hereof a Partner may assign its Interest and all rights and obligations in connection therewith in the Partnership to any Affiliate of such Partner without first having to obtain the written consent of the Partners.  The assignment by a Partner to an Affiliate shall become effective on the date specified in the instruments relating to the assignment of the Interest of the Partnership.  Upon assignment by a Partner, the Affiliate shall become a Partner and the Interest of the Affiliate in the Partnership shall be subject to the provisions of this Agreement.

 

Article X

GENERAL PARTNERS

 

10.1                        Additional General Partners.  Except as provided in this Article X and Section 9.1 hereof, no Person shall be admitted to the Partnership as a General Partner without the unanimous consent of the Partners.  At any time with the unanimous consent of the Partners any Person (including a Limited Partner) may become a General Partner on such terms and conditions as may be agreed upon.  Any person becoming a General Partner will automatically have the rights, authorities, duties, and obligations of a General Partner under this Agreement.

 

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10.2                        Resignation and Removal of General Partners; Conversion of General Partnership Interest.

 

(a)                                A General Partner may resign at any time on 30 days’ written notice to each other Partner.

 

(b)                               Any or all of the General Partners may be removed -

 

(i)                                   by a Majority in Interest of the other General Partners or by a Majority in Interest of the Limited Partners upon the material or repeated breach of this Agreement or any agreement among the General Partners, not inconsistent with this Agreement, concerning the rights and duties of the General Partners;

 

(ii)                                by a Majority in Interest of the other General Partners or by a Majority in Interest of the Limited Partners upon any event of withdrawal of that General Partner as defined in paragraphs (a)(4) through (a)(10) of Section 4.02 of the Act; or

 

(iii)                             at any time with or without cause by a two-thirds Majority in Interest of the Limited Partners.

 

(c)                                On the day immediately following a General Partner’s removal or resignation, or on the day immediately following the transfer of any portion of a General Partner’s Interest to a Person who has not been admitted as a General Partner, his Interest (or that portion which has been transferred) shall be automatically converted into a limited partner Interest, except that he shall continue to be responsible, as if he had continued as a General Partner, for any deficit balance in his Capital Account as of the date his interest is converted and he shall continue to be entitled to allocations under Subsection 3.1(b) of this Agreement.  The other General Partners may cause the books of the Partnership to be closed, and all allocations under the Agreement to be made, as of the date immediately preceding the conversion if they deem it necessary or appropriate in order to properly reflect the interests of the Partners in the Partnership’s assets, liabilities, and operating results.

 

10.3                        Covenant Not to Withdraw, Transfer or Dissolve.  Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (a) withdraw or attempt to withdraw from the Partnership, (b) exercise any power under this Act to dissolve the Partnership, or (c) transfer all or any portion of his interest in the Partnership as a General Partner except as provided in Section 9.5 hereof.  Further, the General Partner hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is wound up and liquidated pursuant to Article XI hereof.

 

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Article XI

WITHDRAWAL AND WINDING UP

 

11.1                        Withdrawal by a Partner.  An event of withdrawal of a Partner occurs on:

 

(a)                                Receipt by the Partnership of notice of the Partner’s express will to withdraw as a Partner on the date of receipt of the notice or on a later date specified in the notice (whether or not such a withdrawal is in contravention of this Agreement);

 

(b)                               Application by the Partnership or another Partner for the Partner’s expulsion by judicial decree; or

 

(c)                                Termination of a Partner’s existence, or, in the case of a Partner who is an individual, such Partner’s death or the appointment of a guardian or a general conservator for such Partner.

 

11.2                        Redemption of Withdrawing Partner’s Interest if Partnership Not Wound Up.  Except as otherwise provided in this Agreement, no Partner shall have the right (by statute or otherwise) to have his Interest redeemed or repurchased upon his withdrawal.  If an event of withdrawal occurs, the Interest of the withdrawing Partner may be redeemed by the Partnership as of the date of withdrawal as described in this section, which shall also be considered the “date of closing”.  If the Partnership elects to redeem the withdrawing Partner’s Interest, the withdrawing Partner will be entitled to be indemnified by the Partnership against all liability to Partnership creditors for Partnership obligations and to have the net fair market value of his Partnership Interest, less his Partner Obligation, together with interest thereon at 7% per annum or at such higher rate as may then be the “applicable federal rate” under Section 1274 of the Internal Revenue Code, paid to him in 20 equal quarterly installments of principal and interest.  If a Partner’s Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him.

 

If an event occurs within 60 days of the withdrawal that requires a winding up of the Partnership then any redemption which the Partnership has elected to make shall be rescinded and the withdrawing Partner shall be deemed to have continued to be a Partner through the winding up.

 

11.3                        Distribution in Liquidation of a Partner’s Interest.  If the Interest of a Partner is liquidated (other than by a purchase by another Partner or the Partnership) any distribution to that Partner shall be made in an amount equal to the positive balance of that Partner’s Capital Account, after giving effect to all contributions, distributions, and allocations for all periods including the year during which such liquidation occurs, in compliance with Treas. Regs. § 1.704-1(b)(2)(ii)(b)(2).  If that Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all periods, including the year during which such liquidation occurs), and if that Partner has an obligation under this Agreement to restore any negative balance in his Capital Account, that Partner shall contribute to the capital of the

 

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Partnership the amount necessary to restore such deficit balance to zero in compliance with Treas. Regs. § 1.704-1(b)(2)(ii)(b)(3).  Such deficit restoration obligation on the part of the Partner shall be considered to be a debt to only the Partnership and to no other party.  A Partner shall also remain liable for any other Partner Obligation he may have to the Partnership, and the Partnership may offset any distribution due to a Partner against any such Partner Obligation.  If a Partner’s Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him.

 

11.4                        Liquidating Events.  The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):

 

(a)                                The sale of all or substantially all of the Partnership’s Property;

 

(b)                               The unanimous vote of all the Partners to dissolve, wind up, and liquidate the Partnership;

 

(c)                                The happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership; or

 

(d)                               The expulsion, bankruptcy, or other event of withdrawal of a General Partner or of the sole remaining General Partner.

 

The Partners hereby agree that, notwithstanding any provision of the Act or the Texas Uniform Partnership Act, the Partnership shall not wind up prior to the occurrence of a Liquidating Event.  Furthermore, if an event specified in Section 11.4(d) hereof occurs, the Partnership shall not wind up if, within 90 days of the date such event occurs, the remaining General Partners (if any) unanimously agree to continue the Partnership or the Limited Partners (if there is no remaining General Partner) unanimously appoint a successor General Partner and agree to continue the Partnership.  If it is determined, by a court of competent jurisdiction, that the Partnership has begun winding up (i) prior to the occurrence of a Liquidating Event, or (ii) upon the occurrence of an event specified in Section 11.4(d) hereof following which the Limited Partners elect a successor General Partner pursuant to the previous sentence, the Partners hereby agree to continue the business of the Partnership without a winding up or liquidation.

 

11.5                        Winding Up.  Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners.  No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs.  The General Partner (or, in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners) shall be responsible for overseeing the winding up and dissolution of the Partnership, including the filing of a certificate of cancellation as required by Section 2.03 of the Act, and shall take full account of the Partnership’s liabilities and property.  Each Partner shall repay or remain liable for any Partner Obligation which he owes the Partnership in accordance with its terms, and the General Partner is authorized to employ all legal remedies for the collection of such monies.  The Partnership’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

 

25


 

(a)                                First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

 

(b)                               Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the Limited Partners;

 

(c)                                Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; and

 

(d)                               Thereafter, the balance, if any, to the Partners in proportion of the positive balances of their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

 

11.6                        No Additional Compensation.  No General Partner shall receive any additional compensation for any services performed pursuant to this Article XI.

 

11.7                        Compliance With Timing Requirements of Regulations.  In the event the Partnership is “liquidated” within the meaning of Treas. Regs. § 1.704-1(b)(2)(ii)(g), then (a) distributions shall be made pursuant to this Article XI to the Partners who have positive Capital Accounts in compliance with Treas. Regs. § 1.704-1(b)(2)(ii)(b) (2), and (b) if the General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treas. Regs. § 1.704-1(b)(2)(ii)(b)(3).  Such deficit restoration obligation on the part of the General Partner shall be considered to be a debt to only the Partnership and to no other party and it shall be incurred by the General Partner upon liquidation as provided herein.  If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit except to the extent that the Limited Partner is otherwise obligated to make a Capital Contribution under this Agreement, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.  If a Partner’s Obligation exceeds the amount payable to him for his Interest, he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to him.

 

In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Article XI may be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contested, contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership.  The assets of any such trust shall be distributed to the Partners, from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed among the Partners pursuant to this Agreement.

 

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11.8                        Consequences of a Tax Termination.  Notwithstanding any other provision of this Article XI, in the event the Partnership is liquidated within the meaning of Treas. Regs. 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up.

 

11.9                        Rights of Limited Partner.  Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of his Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership.  Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Limited Partner as to the return of his Capital Contributions, distributions, or allocations.

 

Article XII

POWER OF ATTORNEY

 

12.1                        General Partner as Attorney-In-Fact.  Each Limited Partner hereby makes, constitutes, and appoints each General Partner and any successor General Partner, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as it now reads or is hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, amendments or changes to reflect (i) the exercise by any General Partner of any power granted to him under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the admission of any substituted Partner; and (iv) the disposition by any Partner of his interest in the Partnership; and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the State of Texas or any other state or jurisdiction in which the Partnership is doing or intends to do business.  Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Limited Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

 

12.2                        Nature of Special Power.  The power of attorney granted pursuant to this Article XII:

 

(a)                                is a special power of attorney coupled with an interest and is irrevocable;

 

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(b)                               may be exercised by any such attorney-in-fact by setting forth the name of the Limited Partner executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partner; and

 

(c)                                shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of his Interest in the Partnership, except that where the assignment is of such Limited Partner’s entire Interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

 

Article XIII

MISCELLANEOUS

 

13.1                        Notices.  Any notice, request, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by regular, registered, or certified mail, by overnight courier or telecopy, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners:

 

(a)                                If to the Partnership, at the address set forth in Section 1.5 hereof; and

 

(b)                               If to the General Partner or a Limited Partner, to the address set forth in Exhibit “A” hereto.

 

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally or if sent by overnight courier, telecopy or regular mail, or three days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, if sent by registered or certified mail, postage and charges prepaid.  If an attempt to give notice by facsimile transmission fails because of any problem with the recipient’s designated facsimile number or facsimile equipment, such notice will nevertheless be considered to have been effected on the day of that attempted transmission if it is also transmitted that day by overnight delivery to the recipient and is actually received on the next following day.  Any Person may from time to time specify a different address by notice to the Partnership and the Partners.

 

13.2 Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

 

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13.3                        Construction.  Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party.

 

13.4                        Headings.  Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof

 

13.5                        Severability.  Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

 

13.6                        Incorporation by Reference.  Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

 

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13.7         Further Action.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

 

13.8         Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the Person or Persons may require.  The use of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise.

 

13.9         Governing Law.  The internal laws, but not the law of conflicts, of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.

 

13.10       Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that he may have to maintain any action for partition with respect to any of the Partnership’s property.

 

13.11       Counterpart Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

 

13.12       Sole and Absolute Discretion.  Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such General Partner.

 

Executed on the dates set out beside our signatures to be effective as set forth above.

 

 

 

 

GENERAL PARTNER:

 

 

 

 

 

 

 

 

Date:

December 13, 1999

 

By:

Fleetwood General Partner of Texas,

 

 

 

 

Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

William H. Lear

 

 

 

 

Title:

 

Sr. Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

LIMITED PARTNER:

 

 

 

 

 

 

 

 

 

 

Date:

December 13, 1999

 

By:

Fleetwood Homes Investment, Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

William H. Lear

 

 

 

 

Title:

 

Sr. Vice President

 

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EXHIBIT “A”

 

TO THE AGREEMENT OF LIMITED PARTNERSHIP OF

 

FLEETWOOD HOMES OF TEXAS, L.P.

 

GENERAL PARTNERS

 

Name, Address and

 

 

 

Initial Capital

 

 

 

Telecopy Number

 

Contribution

 

Percentage

 

Sharing Percentage

 

Fleetwood General

 

 

 

1.00

%

1.00

%

Partner of Texas, Inc.

 

 

 

 

 

 

 

3125 Myers Street

 

 

 

 

 

 

 

P.O. Box 7638

 

 

 

 

 

 

 

Riverside, California 92513-7638

 

 

 

 

 

 

 

(909) 351-3776

 

 

 

 

 

 

 

 

LIMITED PARTNERS

 

Name, Address and

 

 

 

Initial Capital

 

 

 

Telecopy Number

 

Contribution

 

Percentage

 

Sharing Percentage

 

Fleetwood Homes

 

 

 

99.00

%

99.00

%

Investment, Inc.

 

 

 

 

 

 

 

3125 Myers Street

 

 

 

 

 

 

 

P.O. Box 7638

 

 

 

 

 

 

 

Riverside, California 92513-7638

 

 

 

 

 

 

 

(909) 351-3776

 

 

 

 

 

 

 

 

A-1


 

EXHIBIT “B”

 

TO THE AGREEMENT OF LIMITED PARTNERSHIP OF

 

FLEETWOOD HOMES OF TEXAS, L.P.

 

EXCEPTIONS TO THE GENERAL PARTNER’S AUTHORITY

 

1.             None

 

B-1

 

13.7         Further Action.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

 

13.8         Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the Person or Persons may require. The use of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise.

 

13.9         Governing Law.  The internal laws, but not the law of conflicts, of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.

 

13.10       Waiver of Action for Partition.  Each of the Partners irrevocably waives any right that he may have to maintain any action for partition with respect to any of the Partnership’s property.

 

13.11       Counterpart Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

 

13.12       Sole and Absolute Discretion.  Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such General Partner.

 

Executed on the dates set out beside our signatures to be effective as set forth above.

 

 

 

 

GENERAL PARTNER:

 

 

 

 

 

 

 

 

Date:

    December 13, 1999

 

By:

Fleetwood General Partner of Texas,

 

 

 

 

Inc

 

 

 

 

By:

 

 

 

 

Name:

 

William H. Lear

 

 

 

 

Title:

 

Sr. Vice President

 

 

 

 

 

 

 

 

 

 

 

LIMITED PARTNER:

 

 

 

 

 

 

 

 

Date:

    December 13, 1999

 

By:

Fleetwood Homes Investment, Inc.

 

 

 

 

By:

 

 

 

 

Name:

 

William H. Lear

 

 

 

Title:

 

Sr. Vice President

 

30


 

EXHIBIT “A”

 

TO THE AGREEMENT OF LIMITED PARTNERSHIP OF

 

FLEETWOOD HOMES OF TEXAS, L.P.

 

GENERAL PARTNERS

 

Name, Address and
Telecopy Number

 

Contribution

 

Initial Capital
Percentage

 

Sharing Percentage

 

Fleetwood General Partner of Texas, Inc.

 

 

 

1.00

%

1.00

%

3125 Myers Street

 

 

 

 

 

 

 

P.O. Box 7638

 

 

 

 

 

 

 

Riverside, California 92513-7638

 

 

 

 

 

 

 

(909) 351-3776

 

 

 

 

 

 

 

 

LIMITED PARTNERS

 

Name, Address and
Telecopy Number

 

Contribution

 

Initial Capital
Percentage

 

Sharing Percentage

 

Fleetwood Homes Investment, Inc.

 

 

 

99.00

%

99.00

%

3125 Myers Street

 

 

 

 

 

 

 

P.O. Box 7638

 

 

 

 

 

 

 

Riverside, California 92513-7638

 

 

 

 

 

 

 

(909) 351-3776

 

 

 

 

 

 

 

 

A-1


 

EXHIBIT “B”

 

TO THE AGREEMENT OF LIMITED PARTNERSHIP OF

 

FLEETWOOD HOMES OF TEXAS, L.P.

 

EXCEPTIONS TO THE GENERAL PARTNER’S AUTHORITY

 

1.             None

 

B-1

 


 EX-3.36 32 a2188402zex-3_36.htm EXHIBIT 3.36

Exhibit 3.36

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD HOMES OF VIRGINIA, INC.

 

We hereby associate to form a stock corporation under the provisions of Chapter 1 of Title 13.1 of the Code of Virginia and to that end set forth the following:

 

(a)           The name of the corporation is

 

FLEETWOOD HOMES OF VIRGINIA, INC.

 

(b)           The purpose or purposes for which the corporation is organized are:

 

To manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise, acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, export and otherwise dispose of, and generally to trade and deal in and with at wholesale or retail, as principal, agent or otherwise, trailer and mobile home units and allied products and any and all shops, plants, stores, machinery, tools, equipment, appliances, devices, supplies, materials, goods, wares and merchandise used or useful in connection with any of the foregoing.

 

(c)           The aggregate number of shares which the corporation shall have authority to issue and the par value per share are as follows:

 

CLASS AND SERIES

 

NUMBER OF SHARES

 

PAR VALUE PER SHARE
OR NO PAR VALUE

 

Common

 

250

 

$

100.00

 

 

(d)           The post-office address of the initial registered office is Sixth Floor – Boxley Building, in the City of Roanoke, Virginia.

 


 

The name of the city in which the initial registered office is located is the City of Roanoke, Virginia.

 

The name of its initial registered agent is William B. Hopkins, who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation.

 

(e)           The number of directors constituting the initial board of directors is four (4) and the names and addresses of the persons who are to serve as initial directors are:

 

 

NAME

 

ADDRESS

John C. Crean

 

3196 Myers Street,
Riverside, California

 

 

 

Donna S. Crean

 

3196 Myers Street,
Riverside, California

 

 

 

Dale T. Skinner

 

3196 Myers Street,
Riverside, California

 

 

 

William W. Weide

 

3196 Myers Street,
Riverside, California

 

 

DATED: November 29, 1967.

  /s/ Robert K. Montgomery

 

  Robert K. Montgomery

 

 

 

  /s/ Mary L. Poquette

 

  Mary L. Poquette

 

 

 

  /s/ Rose I. Espinosa

 

  Rose I. Espinosa

 

2


 

STATE OF CALIFORNIA

)

 

 

)

to-wit:

COUNTY OF LOS ANGELES

)

 

 

I, Margaret M. Knighton, a notary public in and for the County and State aforesaid, do certify that Robert K. Montgomery, Mary L. Poquette and Rosa I. Espinosa, whose names are signed to the foregoing articles of incorporation, bearing date on the 29th day of November, 1967, have acknowledged the same before me in my County and State aforesaid.

 

My term of office expires on the 15th day of June, 1970.

 

Given under my hand this 29th day of November, 1967.

 

 

  /s/ Margaret M. Knighton

 

  Margaret M. Knighton

 

3


 EX-3.37 33 a2188402zex-3_37.htm EXHIBIT 3.37

Exhibit 3.37

 

FLEETWOOD HOMES OF VIRGINIA, INC.

 

* * * * *

 

BY-LAWS

 

* * * * *

 

ARTICLE I

 

OFFICES

 

Section 1. The registered office shall be located in the City of Roanoke, State of Virginia.

 

Section 2. The corporation may also have offices at such other places both within and without the State of Virginia as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Riverside, State of California at such place as may be fixed from time to time by the Board of Directors.

 

Section 2. Annual meetings of shareholders, commencing with the year 1968, shall be held on the first day of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 A.M., at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

 

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1. Special meetings of shareholders for any purpose other than the election of Directors may be held at such time and place within or without the State of Virginia as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President, the Board of Directors, or the holders of not less than one-fifth of all the shares entitled to vote at the meeting.

 

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the

 

2


 

Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the Articles of Incorporation.

 

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for Directors every shareholder entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are Directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of Directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

3


 

ARTICLE V

 

DIRECTORS

 

Section 1. The number of Directors shall be four. Directors need not be residents of the State of Virginia nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, and each Director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.

 

Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy, or a newly created directorship, shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3. The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

 

Section 4. The Directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of Virginia, at such place or places as they may from time to time determine.

 

Section 5. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the corporation as Directors, officers or otherwise.

 

4


 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Virginia.

 

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the Directors.

 

Section 3. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

 

Section 4. Special meetings of the Board of Directors may be called by the President on five days’ notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors.

 

Section 5. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

5


 

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7. Unless specifically prohibited by the Articles of Incorporation or these by-laws, any action required to be taken at a meeting of the Board of Directors of a corporation, or any other action which may be taken at a meeting of the Board of Directors or the executive committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by the By-Laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required.

 

6


 

ARTICLE VIII

 

NOTICES

 

Section 1. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any Director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram.

 

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also choose additional Vice-Presidents, and one or more Assistant Secretaries and Assistant Treasurers.

 

Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a President, one or more Vice-Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board.

 

7


 

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

 

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

 

THE PRESIDENT

 

Section 6. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

 

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

 

THE VICE-PRESIDENTS

 

Section 8. The Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

8


 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committee when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

 

9


 

Section 12. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

 

Section 13. If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1. The shares of the corporation shall be represented by certificates signed by the President or a Vice-President and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

10

 

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificates shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

 

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

11


 

TRANSFERS OF SHARES

 

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed, the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

12


 

REGISTERED SHAREHOLDERS

 

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

 

LIST OF SHAREHOLDERS

 

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1. Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

13


 

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

 

CHECKS

 

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

FISCAL YEAR

 

Section 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

 

SEAL

 

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, State of Virginia.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

14


 

ARTICLE XII

 

AMENDMENTS

 

Section 1. These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board.

 

ARTICLE XIII

 

DIRECTORS’ ANNUAL REPORT

 

Section 1. The Directors shall cause to be sent to the shareholders not later than one hundred twenty days after the close of the fiscal year, a report which shall include a balance sheet as of the closing date of the last fiscal year, and a statement of income or profit and loss, for the year ended on that date, certified by the President, Secretary, Treasurer or a public accountant. The balance sheet shall set forth the bases employed in stating the valuation of the assets and any changes in such bases during the preceding year; the amount of the surplus, the sources thereof and any changes therein during the past year; the number of shares of each class authorized and outstanding and the number of shares, if any, carried as treasury shares, the cost thereof and the source from which such cost was paid; and the amounts, if any, of loans or advances to or from officers, shareholders and employees. The statement of income or profit and loss shall disclose the amount of income or loss, setting forth in particular the amounts of depreciation, depletion, amortization, interest and extraordinary income or charges, and the amount of income from subsidiary corporations, if any. In case no adequate written or printed statement of its affairs has been given to the shareholders for six months and shareholders holding at least ten per cent of the number of outstanding shares make a written request to the Secretary, Assistant Secretary or Treasurer of the corporation therefor, a statement, including a

 

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balance sheet as of the end of the preceding calendar month and a statement of income or profit and loss for a period from the end of the preceding fiscal year to the end of the preceding calendar month, shall be delivered to the person or persons making the request within thirty days thereafter and a copy thereof shall be kept on file in the principal office of the corporation for a period of twelve months for inspection by any shareholder demanding an examination thereof or a copy thereof shall be mailed to such shareholders.

 

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CERTIFICATE OF AMENDMENT OF BY-LAWS

 

The undersigned hereby certifies that he is the Assistant Secretary of FLEETWOOD HOMES OF VIRGINIA, INC., a Virginia Corporation, and further certifies that at a meeting of the Board of Directors of said corporation duly and regularly held on the 10th day of September, 1968, the following resolution amending the By-Laws of said corporation was duly adopted:

 

RESOLVED, that Section 2 of Article II of the By-Laws of this corporation be amended to read in full as follows:

 

“An annual meeting of the shareholders shall be held on the second Tuesday in August, if not a legal holiday and, if a legal holiday, then on the next business day following, at 1:15 P.M. when they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.”

 

 

 

 /s/ David R. Marriner

 

David R. Marriner

 

Assistant Secretary

 


 

CERTIFICATE OF AMENDMENT OF BY-LAWS

 

The undersigned hereby certifies that he is the Assistant Secretary of FLEETWOOD HOMES OF VIRGINIA, INC., a Virginia Corporation, and further certifies that at a meeting of the Board of Directors of said corporation duly and regularly held on the 1st day of September, 1969, the following resolution amending the By-Laws of said corporation was duly adopted:

 

RESOLVED, that Section 2 of Article II of the By-Laws of this corporation be amended to read in full as follows:

 

“An annual meeting of the shareholders shall be held on the second Tuesday in August, if not a legal holiday and if a legal holiday, then on the next business day following at 1:00 o’clock p.m., when they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.”

 

 

 

 /s/ David R. Marriner

 

David R. Marriner

 

Assistant Secretary

 


 EX-3.38 34 a2188402zex-3_38.htm EXHIBIT 3.38

Exhibit 3.38

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD HOMES OF WASHINGTON, INC.

 

KNOW ALL MEN BY THESE PRESENTS: That                        being over the age of twenty-one years, and for the purpose of forming a corporation under the Washington Business Corporation Act hereby certifies and adopts in triplicate the following Articles of Incorporation:

 

ARTICLE I.

 

The name of this corporation shall be Fleetwood Homes of Washington, Inc., and its existence shall be perpetual.

 

ARTICLE II.

 

The purposes and objects of this corporation are as follows:

 

1.             To engage in the manufacture and sale of mobile homes, both within and without the State of Washington, including, but not by way of limitation, all the usual incidents of such business.

 

2.             To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares, and merchandise and supplies and all other personal property of every class and description.

 

3.             To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings,

 


 

dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in Washington, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

4.             To acquire, by purchase or otherwise, the goodwill, business property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

5.             To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation development or extension of its properties.

 

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6.             To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

7.             To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

8.             From time to time to apply for, purchase, acquired by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds, and/or assets to defray the costs, charges and expenses thereof.

 

9.             To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages,

 

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deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of Washington or of any other state, territory or country; and to operate, manage and control such properties, or corporation or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

10.           To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

11.           To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

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12.           To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Washington as the same are now in force, or may be hereafter amended.

 

13.           To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

14.           To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interest of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

15.           To have and to exercise all the powers conferred by the laws of the State of Washington upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

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The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

PROVIDED, HOWEVER, that nothing herein contained shall be deemed to authorize or permit the corporation to carry on any business, to exercise any power or to do any act which a corporation formed under the Uniform Business Corporation Act of the State of Washington, or any amendment thereto or substitute therefor, may not at the time lawfully carry on or do.

 

ARTICLE III.

 

Shareholders of this corporation shall not have pre-emptive rights to acquire additional shares offered for sale by the corporation ratably as their shares may bear to the total issue.

 

ARTICLE IV.

 

1.             The location and post office address of the registered office of the corporation in this State shall be 1218 Third Avenue, Seattle, Washington 98101.

 

2.             The registered agent of the corporation shall be C. T. Corporation System.

 

ARTICLE V.

 

1.             The total number of shares of stock authorized and which may be issued by this corporation consists of 250 common shares of one class only with a par value of $100.00 per each share.

 

2.             The corporation reserves the right to amend, alter, change or repeal any provisions contained in its Articles of Incorporation in any manner now or hereafter prescribed or permitted by statute.  All rights of shareholders of the corporation are granted subject to this reservation.

 

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ARTICLE VI.

 

1.             The number of directors of the corporation shall be fixed as provided in the By-Laws, and may be changed from time to time by amending the By-Laws, as therein provided, but the number of directors shall not be less than three.

 

2.             In furtherance of and not in limitation of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to make, alter and repeal the By-Laws of the corporation, subject to the power of the shareholders of the corporation to change or repeal such By-Laws.

 

3.             The corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise with its directors, officers and shareholders and with corporations, associations, firms and entities in which they are or may be or become interested as directors, officers, shareholders, members or otherwise, as freely as though such adverse interests did not exist, even though the vote, action or presence of such director, officer or shareholder may be necessary to obligate the corporation upon such contracts or transactions; and in the absence of fraud no such contract or transaction shall be voided and no such director, officer or shareholder shall be held liable to account to the corporation, by reason of such adverse interests or by reasons of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction; provided that in the case of directors and officers of the corporation (but not in the case of shareholders who are not directors or officers) the nature of the interest of such director or

 

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officer, though not necessarily the details or extent thereof, be disclosed or known to the Board of Directors of the corporation, at the meeting thereof at which such contract or transaction is authorized or confirmed.  A general notice that a director or officer of the corporation is interested in any corporation, association, firm, or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association, firm or entity.

 

4.             Any contract, transaction, or act of the corporation or of the directors or of any officers of the corporation which shall be ratified by a majority of a quorum of the shareholders of the corporation at any annual meeting or any special meeting called for such purpose, shall insofar as permitted by law, be as valid and as binding as though ratified by every shareholder of the corporation.

 

5.             The first directors of the corporation shall be four (4) in number and their post office addresses are as follows:

 

NAME

 

POST OFFICE ADDRESS

 

 

 

John C. Crean

 

3125 Myers Street
Riverside, California 92503

 

 

 

Dale T. Skinner

 

3125 Myers Street
Riverside, California 92503

 

 

 

Jack E. Dahl

 

3125 Myers Street
Riverside, California 92503

 

 

 

William W. Weide

 

3125 Myers Street
Riverside, California 92503

 

ARTICLE VII.

 

The amount of paid-in capital with which the corporation will begin business is Five Hundred Dollars ($500.00).

 

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ARTICLE VIII.

 

The name and post office address of the incorporator shall be as follows:

 

NAME

 

POST OFFICE ADDRESS

 

 

 

William H. Lear

 

3125 Myers St., Riverside, California

 

IN WITNESS WHEREOF, the incorporator above named has executed these Articles of Incorporation, in triplicate, this 2nd day of August, 1972.

 

 

 

 /s/ William H. Lear

 

    William H. Lear

 

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 EX-3.39 35 a2188402zex-3_39.htm EXHIBIT 3.39

Exhibit 3.39

 

* * * * * * * * * * * *

 

BY-LAWS

 

* * * * * * * * * * * * *

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in the City of Washougal, State of Washington.

 

Section 2.  The corporation may also have offices at such other places both within and without the state of incorporation as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in the City of Riverside, State of California, or at such place as may be fixed from time to time by the Board of Directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1971 shall be held on the second Tuesday of August, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the state of incorporation as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the board of directors, or the holders of not less than one tenth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the

 

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Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the Articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.  In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the share- holders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

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ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four.  Directors need not be residents of the state of incorporation, nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of incorporation, at such place or places as they may from time to time determine.

 

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Section 5.  The board of directors, by the affirmative vote of a majority of the directors, then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the state of incorporation.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

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Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the By-Laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder,

 

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it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholders, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

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Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

The President

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

The Vice Presidents

 

Section 8.  The vice president, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

The Secretary and Assistant Secretaries

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all

 

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meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors from time to time prescribe.

 

The Treasurer and Assistant Treasurers

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

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Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the state of incorporation.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

10


 

Lost Certificates

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

Transfers of Shares

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

Closing of Transfer Books

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of

 

11


 

closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

Registered Shareholders

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of incorporation.

 

List of Shareholders

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares of held by each, which list, for a period of ten days prior to such meeting, shall be kept

 

12


 

on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

 

GENERAL PROVISIONS

 

Dividends

 

Section 1.  Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

Checks

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

13


 

Fiscal Year

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

Seal

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

 

The power to repeal, amend the By-Laws, and adopt new By-Laws may be delegated to the board of directors by a similar vote at any such meeting.  The power, when delegated, may be revoked by a similar vote at any meeting of the shareholders.

 

* * * * * * * * * * * *

 

14


 EX-3.40 36 a2188402zex-3_40.htm EXHIBIT 3.40

Exhibit 3.40

 

ARTICLES OF INCORPORATION

 

OF

 

FLEETWOOD INTERNATIONAL, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify that:

 

One:        The name of this corporation is:

 

FLEETWOOD INTERNATIONAL, INC.

 

Two:       The purposes for which this corporation is formed are:

 

(a)           The specific business in which the corporation is primarily to engage is mining and operating businesses engaged primarily in manufacturing and selling mobile homes, travel trailers, motor homes and modular housing and/or other products in countries other than the United States.

 

(b)           To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)           To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in California, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

(d)           To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 


 

(e)           To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 

(f)            To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality; county, parish, state, territory, government or other municipal or governmental subdivision.

 

(g)           To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)           From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute,ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)            To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of California or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

2


 

(j)            To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)           To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

(1)           To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by .mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital Stock to the extent and in the manner provided by the laws of the State of California as the same are now in force, or may be hereafter amended.

 

(m)          To purchase, acquire, take, .hold, own, use and enjoy, and to sell, lease, transfer, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydro-carbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

(n)           To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)           To have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

Three:  The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Riverside.

 

3


 

Four:  This corporation is authorized to issue only one class of shares of stock.  The total number of said shares shall be 10,000. The aggregate par value of all of said shares shall be one million dollars ($1,000,000), and the par value of each of said shares shall be one hundred dollars ($100).

 

Five:       (a)       The number of directors shall be four.

 

(b)       The names and addresses of those who are appointed to act as the first directors of this corporation are:

 

NAME

 

ADDRESS

 

 

 

Jack E. Dahl

 

3125 Myers St.

 

 

Riverside, California 92503

 

William W. Weide

 

”

C. Daniel Stretch

 

”

William H. Lear

 

”

 

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 3rd day of April, 1972.

 

 

 /s/ Jack E. Dahl

 

Jack E. Dahl

 

 

 

 /s/ William W. Weide

 

William W. Weide

 

 

 

 /s/ C. Daniel Stretch

 

C. Daniel Stretch

 

 

 

 /s/ William H. Lear

 

William H. Lear

 

4


 EX-3.41 37 a2188402zex-3_41.htm EXHIBIT 3.41

Exhibit 3.41

 

BYLAWS FOR THE REGULATION OF

 

FLEETWOOD INTERNATIONAL, INC.,
a California corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 2.01           Annual Meetings.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.02           Special Meetings.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as may be determined by the board of directors within the limits fixed by law.

 

Section 2.03           Place of Meetings.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 2.04           Notice of Meetings.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 2.05           Conduct of Meetings.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

ARTICLE III

 

Directors

 

Section 3.01           Number.  The number of directors of the corportion shall be four (4) until changed in accordance with applicable law.

 

Section 3.02           Meetings of the Board.  Each regular and special meeting of the board shall be held at a location determined as follows: The board of directors may designate any place, within or without the state of California, for the holding of any meeting.  If no such designation is made, (i) any meeting called by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the

 

2


 

county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 4.01           Indemnification.  This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

Section 4.02           Right to Indemnification.  This section shall create a right of indemnification for each person referred to in Section 4.01, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

3


 

Section 4.03           Insurance.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 5.01           Officers.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 5.02           Limited Authority of Officers.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 3.01, by the directors.

 

5


 EX-3.42 38 a2188402zex-3_42.htm EXHIBIT 3.42

Exhibit 3.42

 

ARTICLES OF AMALGAMATION

 

1.

 

The name of the amalgamated corporation is:

 

 

 

F

L

E

E

T

W

O

O

D

 

C

A

N

A

D

A

 

L

T

D.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

 

The address of the registered office is:

 

 

 

 

Suite 2500, Commerce Court West

(Street & Number or R.R. Number & if Multi-Office Building give Room No. /
Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau)

 

 

Toronto, Ontario

M

5

L

1

A

9

(Name of Municipality, or Post Office)

(Postal Code)

 

   Metropolitan Toronto

 

in the

 

Judicial District of York

(Name of Municipality
Geographical Township)

 

 

 

(County, District, Regional
Municipality)

 

3.

 

Number (or minimum and maximum number) of directors is:

 

 

 

 

 

A minimum of one (1) director and a maximum of nine (9) directors.

 

4.

 

The director(s) is/are:

 

 

 

First name, Initials and surname

 

Residence address, giving Street & No. or R.R.
No., Municipality and Postal Code

 

Resident
Canadian
State
Yes or No

 

 

 

 

 

Donald J. Prodanchuk

 

250-999 8th Street S.W.
Calgary, Alberta T2R 1J5

 

Yes

 

 

 

 

 

John Russell Wilkinson

 

7-126-13 Avenue S.W.
Calgary, Alberta T2M OE3

 

Yes

 

 

 

 

 

Gerald J. Silver

 

11-6715 Hunterview Dr. N.E.
Calgary, Alberta T2K 5C8

 

Yes

 

 

 

 

 

John C. Crean

 

39 Monarch Bay South Laguna,
California, U.S.A. 92523

 

No

 

 

 

 

 

William W. Weide

 

2341 Terraza Place Fullerton,
California, U.S.A. 92631

 

No

 


 

6.

 

Restrictions, if any, on business the corporation may carry on or on powers the corporation exercise.

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 

7.

 

The classes and any maximum number of shares that the corporation is authorized to issue.

 

 

 

 

 

 

 

 

 

The Corporation is authorized to issue an unlimited number of common shares.

 


 

9.

 

The issue transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:

 

 

 

 

 

 

 

 

 

No share or shares of the Corporation shall be transferred without the previous sanction of the shareholders of the Corporation expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of at least 51% of the issued shares.

 

 

 

 

 

10.

 

Other provisions, (if any):

 

 

 

It shall be a condition of the articles:

 

(a)                                    that the number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive or persons who, having been formerly in the employment of the Corporation, were, while in that employment, and have continued after the termination of that employment to be, shareholders of the Corporation, is limited to fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder;

 

(b)                                   that any invitation to the public to subscribe for securities of the Corporation is prohibited; and

 

(c)                                    the directors, without authorization of the shareholders, may from time to time on behalf of the Corporation:

 

(i)                                     borrow money upon the credit of the Corporation;

 

(ii)                                  issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured;

 

(iii)                               to the extent permitted by the Business Corporations Act, 1982 give a guarantee on behalf of the Corporation to secure performance of an obligation of any person;

 

(iv)                              mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds,

 

11

 

The statements required by subsection 177(2) of the Business Corporations Act are attached as Schedule “A”.

 

 

 

 

 

 

 

12.

 

A copy of the amalgamation agreement or directors resolutions (as the case may be) is/are attached as Schedule “B”.

 

 

 

 

 

 

 

 


 

debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness or liability in the Corporation; and

 

(v)                                 delegate to a director, a committee of directors, or an officer, or one or more of them as may be designated by resolution of the directors, all or any of the powers conferred by the foregoing provisions to such extent and in such manner as the directors of the Corporation may determine at the time of such delegation.

 

Nothing in the above provisions shall limit or restrict the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

 


 

These articles are signed in duplicate.

 

 

 

 

Names of the amalgamating corporations and signatures and descriptions of office of their proper officers.

 

 

 

 

 

FLEETWOOD CANADA LTD.

 

FLEETWOOD HOMES OF ALBERTA, LTD.

 

 

 

 

 

 

Per:

 

Per:

Secretary

 

Secretary

 


 

AND I MAKE this solemn declaration conscientiously believing the same to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

 

 

 

 

DECLARED before me at the

)

 

City of Riverside, in

)

the State of California

)

this 16th day of april,

)

William H. Lear

1984.

)

 

 

 

 

A Commissioner etc.

 

 

 

VERA J. SCHNEIDER

NOTARY PUBLIC

RIVERSIDE COUNTY

CALIFORNIA

 

My Commission Expires October 21, 1987

 


 

Schedule “A”

 

IN THE MATTER OF the Business Corporations Act, 1982 and the articles of amalgamation of FLEETWOOD CANADA LTD.

 

 

I, William H. Lear, of the City of Riverside, in the State of California, MAKE OATH AND SAY THAT:

 

 

1.                                       I am the Secretary of Fleetwood Canada Ltd., (hereinafter called the “Amalgamating Corporation”) and as such have personal knowledge of the matters herein declared to.

 

 

2.                                       I have conducted such examinations of the books and records of the Amalgamating Corporation and have made such enquiries and investigations as are necessary to enable me to make this declaration.

 

 

3.                                       I have satisfied myself that:

 

(a)          the Amalgamating Corporation is and the Amalgamated Corporation will be able to pay its liabilities as they become due;

 

(b)         the realizable value of the assets of the Amalgamated Corporation will not be less than the aggregate of its liabilities and stated capital of all classes;

 

(c)          no creditor of the Amalgamating Corporation will be prejudiced by the amalgamation.

 


 

Schedule “B”

 

This Amalgamation Agreement entered into this 30th day of April, 1984.

 

B E T W E E N :

 

FLEETWOOD CANADA LTD.,

a corporation amalgamated under the

Business Corporations Act, 1982

 

(hereinafter sometimes called “Fleetwood Canada”)

 

OF THE FIRST PART

 

- and -

 

FLEETWOOD HOMES OF ALBERTA, LTD.

a corporation continued under the

Business Corporations Act, 1982

 

(hereinafter sometimes called “Fleetwood Alberta”)

 

OF THE SECOND PART

 

WITNESSETH:

 

WHEREAS the parties hereto acting under the authority contained in the Business Corporations Act, 1982 have agreed to amalgamate upon the terms and conditions hereinafter set out with effect from April 30, 1984; and

 

WHEREAS the parties hereto have each made full disclosure to the others of all their respective assets and liabilities; and

 

WHEREAS it is desirable that the said amalgamation should be effected;

 


 

NOW THEREFORE the parties hereto have agreed as follows:

 

1.                                       In this agreement the expressions “Amalgamating Corporation” means each of the parties hereto and “Amalgamated Corporation” means the corporation continuing from the amalgamation of the parties hereto.

 

2.                                       Each of the Amalgamating Corporations hereby agrees to amalgamate under the provisions of the Business Corporations Act, 1982 and to continue as one corporation under the terms and conditions hereinafter set out.

 

3.                                       The name of the Amalgamated Corporation shall be Fleetwood Canada Ltd.

 

4.                                       The place in Ontario where the registered office of the Amalgamated Corporation is to be situated is the Municipality of Metropolitan Toronto until changed in accordance with the Business Corporations Act, 1982.

 

5.                                       There shall be no restrictions on the business the Amalgamated Corporation may carry on.

 

6.                                       The by-laws of Fleetwood Canada shall, to the extent not inconsistent with this Amalgamation Agreement, be the by-laws of the Amalgamated Corporation, until repealed, amended, altered or added to. A copy of the aforementioned proposed by–laws may be examined at the offices of Blake, Cassels & Graydon located at Suite 2500, Commerce Court West, Toronto, Ontario M5L 1A9.

 

2

 

 

7.                                       The Amalgamated Corporation shall be authorized to issue an unlimited number of common shares without par value.

 

8.                                       The issued shares of the Amalgamating Corporations shall be converted into issued shares of the Amalgamated Corporation as follows:

 

(a)                                  the 10,000 issued common shares of Fleetwood Canada shall be converted into 10,000 issued common shares of the Amalgamated Corporation; and

 

(b)                                 the 450 issued common shares of Fleetwood Alberta, a wholly-owned subsidiary of Fleetwood Canada, shall be cancelled without any repayment of capital in respect thereof.

 

After the issue of a certificate of amalgamation confirming this Amalgamation Agreement, the shareholders of each of the Amalgamating Corporations, shall, when requested by the Amalgamated Corporation, surrender the certificates representing shares held by them in the Amalgamating Corporations, and in return in the case of Fleetwood Canada shall be entitled to receive a certificate for shares of the Amalgamated Corporation on the basis aforesaid.

 

9.                                       The right to transfer shares of the Amalgamated Corporation shall be restricted so that no share or shares shall be transferred without the previous sanction of the shareholders of the Amalgamated Corporation expressed by a

 

3


 

resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by the holders of at least fifty-one per cent (51%) of the shares of the Amalgamated Corporation for the time being outstanding.

 

10.(a)                 The number of shareholders of the Amalgamated Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Amalgamated Corporation, were, while in that employment, and have continuted after the termination of that employment to be, shareholders of the Amalgamated Corporation, shall be limited to not more than fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.

 

(b)                               Any invitation to the public to subscribe for securities of the Amalgamated Corporation shall be prohibited.

 

11.                               The number of directors of the Amalgamated Corporation shall be a minimum of one (1) director and a maximum of nine (9) directors, until changed in accordance with the Business Corporations Act, 1982. The name, residence address and Canadian residency of each of the first directors of the Amalgamated Corporation are as follows:

 

4


 

NAME

 

ADDRESS

 

RESIDENT CANADIAN
(Yes or No)

 

 

 

 

 

John Cornelias Crean

 

39 Monarch Bay
South Laguna,
California, U.S.A.
90210

 

No

 

 

 

 

 

William Wolfe Weide

 

2341 Terrazo Place
Fullerton,
California, U.S.A.
92631

 

No

 

 

 

 

 

Thomas Grafton

 

213 Notre Dame Avenue
Winnipeg, Manitoba
R3B 1N3

 

Yes

 

 

 

 

 

George Rajotte

 

22 Pine Bluff
Crescent
Winnipeg, Manitoba
R2J 2N5

 

Yes

 

 

 

 

 

Thomas Breen

 

1670 Portage Avenue
Winnipeg, Manitoba
R3J 0C9

 

Yes

 

The said first directors shall hold office until the first annual meeting of the Amalgamated Corporation, or until their successors are elected or appointed. The subsequent directors shall be elected each year thereafter by ordinary resolution at either a general meeting or the annual meeting of the shareholders. The directors shall manage the business and affairs of the Amalgamated Corporation, subject to the provisions of the Business Corporations Act, 1982.

 

12.                                 The directors of the Amalgamated Corporation, without authorization of the shareholders, may from time to time on behalf of the Corporation:

 

5


 

(a)

borrow money upon the credit of the Amalgamated Corporation;

 

 

(b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Amalgamated Corporation, whether secured or unsecured;

 

 

(c)

to the extent permitted by the Business Corporations Act, 1982 give a guarantee on behalf of the Amalgamated Corporation to secure performance of an obligation of any person;

 

 

(d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Amalgamated Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidence of indebtedness or guarantee or any other present or future indebtedness or liability of the Amalgamated Corporation; and

 

 

(e)

delegate to a director, a committee of directors, or an officer, or one or more of them as may be designated by resolution of the directors, all or any of the powers conferred by the foregoing provisions to such extent and in such manner as

 

6


 

the directors of the Amalgamated Corporation may determine at the time of such delegation.

 

Nothing in the above provisions shall limit or restrict the borrowing of money by the Amalgamated Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Amalgamated Corporation.

 

13.         Upon the shareholders of the Amalgamating Corporation respectively adopting this Amalgamation Agreement and subject to paragraph 15 hereof, articles of amalgamation in prescribed form shall be sent to the Director under the Business Corporations Act, 1982.

 

14.         On the date shown in the certificate of amalgamation issued to the Amalgamated Corporation under the Business Corporations Act, 1982.

 

(a)        the Amalgamating Corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in the Amalgamation Agreement;

 

(b)       the Amalgamated Corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations;

 

7


 

(c)        a conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against the Amalgamated Corporation;

 

(d)       the articles of amalgamation are deemed to be the articles of incorporation of the Amalgamated Corporation and, except for the purposes of subsection 117(1), the certificate of amalgamation is deemed to be the certificate of incorporation of the Amalgamated Corporation;

 

(e)        the Amalgamated Corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the amalgamation has become effective.

 

15.         This Amalgamation Agreement may be terminated without cause or reason by the board of directors of any of the Amalgamating Corporations, notwithstanding the approval of this agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of a certificate of amalgamation confirming this Amalgamation Agreement.

 

8


 

5. A)

The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 175(4) of the Business Corporations Act on the date set out below.

x

 

 

 

 

 

 

 

 

 

 

 

Check

 

 

 

 

 

A or B

 

 

 

 

 

 

 

B)

The amalgamation has been approved by the 

o

 

 

 

directors of each amalgamating corporation by a resolution as required by section 176 of the Business Corporations Act on the date set out below.

The articles of amalgamation in substance contain the provisions of the articles of incorporation of

 

 

 

 

 

 

 

 

 

and are more particularly set out in these articles.

 

 

 

 

Names of amalgamating 
corporations 

 

Ontario Corporation Number

 

Date of Adoption/Approval

 

 

 

 

 

 

 

FLEETWOOD CANADA LTD.

 

512002

 

April 13, 1984

 

 

 

 

 

 

 

FLEETWOOD HOMES OF ALBERTA, LTD.

 

581940

 

April 13, 1984

 

 


 

AND I MAKE this solemn declaration conscientiously believing the same to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

 

 

DECLARED before me at the
City of Riverside, in
the State of California
this 16th day of April,

)
)
)
)

 

1984.

)

 

William H. Lear

 

A Commissioner etc.

 

 

 

 

 

 

2


 

Schedule “A”

 

IN THE MATTER OF the Business Corporations Act, 1982 and the articles of amalgamation of FLEETWOOD CANADA LTD.

 

I, William H. Lear, of the City of Riverside, in the State of California, MAKE OATH AND SAY THAT:

 

1.                                                               I am the Secretary of Fleetwood Homes of Alberta, Ltd., (hereinafter called the “Amalgamating Corporation”) and as such have personal knowledge of the matters herein declared to.

 

2.                                                               I have conducted such examinations of the books and records of the Amalgamating Corporation and have made such enquiries and investigations as are necessary to enable me to make this declaration.

 

3.                                                               I have satisfied myself that:

 

(a)                                  the Amalgamating Corporation is and the Amalgamated Corporation will be able to pay its liabilities as they become due;

 

(b)                                 the realizable value of the assets of the Amalgamated Corporation will not be less than the aggregate of its liabilities and stated capital of all classes;

 

(c)                                  no creditor of the Amalgamating Corporation will be prejudiced by the amalgamation.

 

3


 

8.

Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which is to be issued in series:

 

 

 

 

 

 

 

Not applicable

 

 

 

4


 

IN WITNESS WHEREOF this agreement has been duly executed by the parties hereto under their respective corporate seals as witnessed by the signatures of their proper officers in that behalf.

 

 

 

FLEETWOOD CANADA LTD.

 

 

 

Per:

 

 

 

Per:

 

 

 

 

 

FLEETWOOD HOMES OF ALBERTA, LTD.

 

 

 

Per:

 

 

 

Per:

 

9


 EX-3.43 39 a2188402zex-3_43.htm EXHIBIT 3.43

Exhibit 3.43

 

BY-LAW NO. 1

 

A by-law relating generally to the
transaction of the business and
affairs of

 

FLEETWOOD CANADA LTD.

 

Contents

 

One

 

–

 

Interpretation

 

 

 

 

 

Two

 

–

 

Business of the Corporation

 

 

 

 

 

Three

 

–

 

Borrowing and Security

 

 

 

 

 

Four

 

–

 

Directors

 

 

 

 

 

Five

 

–

 

Committees

 

 

 

 

 

Six

 

–

 

Officers

 

 

 

 

 

Seven

 

–

 

Protection of Directors, Officers and Others

 

 

 

 

 

Eight

 

–

 

Shares

 

 

 

 

 

Nine

 

–

 

Dividends and Rights

 

 

 

 

 

Ten

 

–

 

Meetings of Shareholders

 

 

 

 

 

Eleven

 

–

 

Notices

 

 

 

 

 

Twelve

 

–

 

Effective Date and Repeal

 

 

 

 

 

BE IT ENACTED as a by-law of the Corporation as follows:

 


 

SECTION ONE

 

INTERPRETATION

 

1.01                           Definitions. – In the by-laws of the Corporation, unless the context otherwise requires:

 

“Act” means the Business Corporations Act, 1982 (Ontario), or any statute that may be substituted therefor, as from time to time amended;

 

“appoint” includes “elect” and vice versa;

 

“articles” means the articles on which is endorsed the certificate of amalgamation of the Corporation as from time to time amended or restated;

 

“board” means the board of directors of the Corporation and “director” means a member of the board;

 

“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

 

“cheque” includes a draft;

 

“Corporation” means the corporation amalgamated under the Act by the said certificate endorsed on the articles and named “Fleetwood Canada Ltd.”;

 

“meeting of shareholders” includes an annual meeting of shareholders and a special meeting of shareholders; and “special meeting of shareholders” includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; and

 

“recorded address” has the meaning set forth in section 11.08.

 

Save as aforesaid, words and expressions defined in the Act, including “resident Canadian” and “unanimous shareholder agreement”, have the same meanings when used herein. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative.

 

1


 

SECTION TWO

 

BUSINESS OF THE CORPORATION

 

2.01                           Registered Office. – The registered office of the Corporation shall be at the place within Ontario from time to time specified in the articles and at such location therein initially as is specified in the articles and thereafter as the board may from time to time determine.

 

2.02                           Corporate Seal. – The Corporation may, but need not have, a corporate seal and if one is adopted it shall be in a form approved from time to time by the board.

 

2.03                           Financial Year. – Until changed by the board, the financial year of the Corporation shall end on the last Saturday of April in each year.

 

2.04                           Execution of Instruments. – Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two persons, one of whom holds the office of chairman of the board, managing director, president, vice-president or is a director and the other of whom is a director or holds one of the said offices or the office of secretary, treasurer, assistant secretary or assistant treasurer or any other office created by by-law or by the board. In addition, the board or the said two persons may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

 

2.05                           Banking Arrangements. – The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe.

 

2.06                           Voting Rights in Other Bodies Corporate. – The signing officers of the Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

 

2.07                           Divisions. – The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon such basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the chief executive officer may authorize from time to time, upon such basis as may be considered appropriate in each case:

 

2


 

(a)                                  Subdivision and Consolidation – the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

 

(b)                                 Name – the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

 

(c)                                  Officers – the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers so appointed, provided that any such officers shall not, as such, be officers of the Corporation.

 

SECTION THREE

 

BORROWING AND SECURITY

 

3.01                           Borrowing Power. – Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles and any unanimous shareholder agreement, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

 

(a)                                  borrow money upon the credit of the Corporation;

 

(b)                                 issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

 

(c)                                  to the extent permitted by the Act, give directly or indirectly financial assistance to any person by means of a loan, a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person, or otherwise; and

 

(d)                                 mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

 

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

 

3


 

3.02                           Delegation. – Subject to the Act, the articles and any unanimous shareholder agreement the board may from time to time delegate to a committee of the board, a director or an officer of the Corporation or any other person as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of such delegation.

 

SECTION FOUR

 

DIRECTORS

 

4.01                           Number of Directors. – Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles.

 

4.02                           Qualification. – No person shall be qualified for election as a director if he is less than 18 years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. A majority of the directors shall be resident Canadians.

 

4.03                           Election and Term. – The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. Subject to the Act, the number of directors to be elected at any such meeting shall be the number of directors determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the board. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment to take office from the effective date of the endorsement of the articles of amendment with respect thereto. The election shall be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

 

4.04                           Removal of Directors. – Subject to the Act, the shareholders may by ordinary resolution passed at an annual or special meeting of shareholders remove any director from office and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board.

 

4.05                           Vacation of Office. – A director ceases to hold office when he dies; he is removed from office by the shareholders; he ceases to be qualified for election as a director; or his written resignation is received by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

 

4.06                           Vacancies. – Subject to the Act, a quorum of the board may appoint a qualified individual to fill a vacancy in the board.

 

4


 

4.07                           Action by the Board. – Subject to any unanimous shareholder agreement, the board shall manage or supervise the management of the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has a board consisting of only one director, that director may constitute a meeting.

 

4.08                           Canadian Majority at Meetings. – The board shall not transact business at a meeting, other than filling a vacancy in the board, unless a majority of the directors present are resident Canadians, except where

 

(a)                                  a resident Canadian director who is unable to be present approves in writing or by telephone, electronic, or other communications facilities the business transacted at the meeting; and

 

(b)                                 a majority of resident Canadians would have been present had that director been present at the meeting.

 

4.09                           Meeting by Telephone. – If all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

 

4.10                           Place of Meetings. – Meetings of the board may be held at any place within or outside Ontario and in any financial year of the Corporation a majority of the meetings need not be held in Canada.

 

4.11                           Calling of Meetings. – Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine.

 

4.12                           Notice of Meeting. – Notice of the time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

 

4.13                           First Meeting of New Board. – Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

 

4.14                           Adjourned Meeting. – Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

 

5


 

4.15                           Regular Meetings. – The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

 

4.16                           Chairman. – The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, managing director or president. If no such officer is present, the directors present shall choose one of their number to be chairman.

 

4.17                           Quorum. – Subject to section 4.08, the quorum for the transaction of business at any meeting of the board shall be two-fifths of the number of directors or minimum number of directors, as the case may be, or such greater number of directors as the board may from time to time determine.

 

4.18                           Votes to Govern. – At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

 

4.19                           Conflict of Interest. – A director who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose to the Corporation the nature and extent of his interest at the time and in the manner provided by the Act. Such a director shall not vote on any resolution to approve the same except as provided by the Act.

 

4.20                           Remuneration and Expenses. – Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

 

SECTION FIVE

 

COMMITTEES

 

5.01                           Committees of the Board. – The board may appoint from their number one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of the board has no authority to exercise. A majority of the members of any such committee shall be resident Canadians.

 

6


 

5.02                           Transaction of Business. – The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Ontario.

 

5.03                           Advisory Bodies. – The board may from time to time appoint such advisory bodies as it may deem advisable.

 

5.04                           Procedure. – Unless otherwise determined by the board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.

 

SECTION SIX

 

OFFICERS

 

6.01                           Appointment. – Subject to any unanimous shareholder agreement, the board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of and, in accordance with this by-law and subject to the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not be a director.

 

6.02                           Chairman of the Board. – The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall have such other powers and duties as the board may specify.

 

6.03                           Managing Director. – The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, he shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

 

6.04                           President. – The president shall be the chief operating officer and, subject to the authority of the board, shall have general supervision of the business of the Corporation; and he shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

 

6.05                           Secretary. – Unless otherwise determined by the board, the secretary shall be the secretary of all meetings of the board, shareholders and committees of the board that he attends. The secretary shall enter or cause to be entered in records kept for that purpose minutes of all proceedings at meetings of the board, shareholders and committees of the board, whether or not he attends such meetings; he shall give or cause to be given, as and when instructed, all notices

 

7


 

to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as otherwise may be specified.

 

6.06                           Treasurer. – The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other powers and duties as otherwise may be specified.

 

6.07                           Powers and Duties of Officers. – The powers and duties of all officers shall be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are to be specified only by the board) the chief executive officer may specify. The board and (except as aforesaid) the chief executive officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

 

6.08                           Term of Office. – The board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation.

 

6.09                           Agents and Attorneys. – The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as may be thought fit.

 

6.10                           Conflict of Interest. – An officer shall disclose his interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with section 4.19.

 

SECTION SEVEN

 

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

 

7.01                           Limitation of Liability. – Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any

 

8


 

loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

 

7.02                           Indemnity. – Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation shall also indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

 

7.03                           Insurance. – Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any person referred to in section 7.02 hereof as the board may from time to time determine.

 

SECTION EIGHT

 

SHARES

 

8.01                           Allotment of Shares. – Subject to the Act, the articles or any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

 

8.02                           Commissions. – The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

 

8.03                           Registration of Transfers. – Subject to the Act, no transfer of a share shall be registered in a securities register except upon presentation of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any reasonable fees prescribed by the board, upon compliance with such restrictions on issue, transfer or ownership as are authorized by the articles and upon satisfaction of any lien referred to in section 8.09.

 

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8.04                           Non-recognition of Trusts. – Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

 

8.05                           Share Certificates. – Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register. Such certificates shall be in such form as the board may from time to time approve. Any such certificate shall be signed in accordance with section 2.04 and need not be under the corporate seal.

 

8.06                           Replacement of Share Certificates. – The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, apparently destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

 

8.07                           Joint Shareholders. – If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

 

8.08                           Deceased Shareholders. – In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

 

8.09                           Lien for Indebtedness. – The Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation and such lien may be enforced, subject to the articles and to any unanimous shareholder agreement, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

 

10

 

SECTION NINE

 

DIVIDENDS AND RIGHTS

 

9.01                           Dividends. – Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.  Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.  Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

 

9.02                           Dividend Cheques. – A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs.  In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address.  The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.  In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

 

9.03                           Record Date for Dividends and Rights. – The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act.  If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

 

SECTION TEN

 

MEETINGS OF SHAREHOLDERS

 

10.01                     Annual Meetings. – The annual meeting of shareholders shall be held at such time in each year and, subject to section 10.03, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

 

11


 

10.02                     Special Meetings. – The board, the chairman of the board, the managing director or the president shall have power to call a special meeting of shareholders at any time.

 

10.03                     Place of Meetings. – Meetings of shareholders of the Corporation shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of the Corporation is located.

 

10.04                     Notice of Meetings. – Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not less than 10 nor more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting.  Notice of a meeting of shareholders called for any purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.

 

10.05                     List of Shareholders Entitled to Notice. – For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting.  If a record date for the meeting is fixed pursuant to section 10.06, the shareholders listed shall be those registered at the close of business on such record date.  If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held.  The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared.  Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

 

10.06                     Record Date for Notice. – The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than 7 days before such record date, by newspaper advertisement in the manner provided in the Act.  If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held.

 

12


 

10.07                     Meetings Without Notice. – A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.  At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact.

 

10.08                     Chairman, Secretary and Scrutineers. – The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting:  managing director, president, chairman of the board, or a vice-president who is a shareholder.  If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman.  If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.  If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

 

10.09                     Persons Entitled to be Present. – The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting.  Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

 

10.10                     Quorum. – Subject to the Act in respect of a majority shareholder, a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.  If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting.  If a quorum is not present at the time appointed for the meeting or within a reasonable time thereafter as the shareholders may determine, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

 

10.11                     Right to Vote. – Every person named in the list referred to in section 10.05 shall be entitled to vote the shares shown thereon opposite his name at the meeting to which such list relates, except to the extent that (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 10 days before the meeting that his name be included in such list.  In any such excepted case the transferee shall be entitled to vote the transferred shares at such meeting.

 

13


 

10.12                     Proxyholders and Representatives. – Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, as his nominee to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy.  A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act.  Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder.  The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting.  Any such proxyholder or representative need not be a shareholder.

 

10.13                     Time for Deposit of Proxies. – The board may fix a time not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at the meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.  A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or if, no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

 

10.14                     Joint Shareholders. – If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

 

10.15                     Votes to Govern. – At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes cast on the question.  In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote.

 

10.16                     Show of Hands. – Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.  Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

 

10.17                     Ballots. – On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require a ballot or any person who is present and entitled to vote on such question at the meeting may demand a ballot.  A ballot so required or demanded shall be taken in such manner as the chairman shall direct.  A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot.  If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

 

14


 

10.18                     Adjournment. – The chairman at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.  If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.  Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

 

10.19                     Action in Writing by Shareholders. – A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless, in accordance with the Act, (a) in the case of the resignation or removal of a director, or the appointment or election of another person to fill the place of such director, a written statement is submitted to the Corporation by the director giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution for the purpose of removing him from office or the election of another person to fill the office of such director; or (b) in the case of the removal or resignation of an auditor, or the appointment or election of another person to fill the office of auditor, representations in writing are made to the Corporation by that auditor concerning his proposed removal, the appointment or election of another person to fill the office of auditor, or his resignation.

 

10.20                     Only One Shareholder. – Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

 

SECTION ELEVEN

 

NOTICES

 

11.01                     Method of Giving Notices. – Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if mailed to him at his recorded address by prepaid mail.  A notice so delivered shall be deemed to have been received when it is delivered personally and a notice so mailed shall be deemed to have been received on the fifth day after it is deposited in a post office or public letter box.  The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

 

11.02                     Notice to Joint Shareholders. – If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of such persons shall be sufficient notice to all of them.

 

15


 

11.03                     Computation of Time. – In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the day of giving the notice shall be excluded and the day of the meeting or other event shall be excluded.

 

11.04                     Undelivered Notices. – If any notice given to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

 

11.05                     Omissions and Errors. – The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

 

11.06                     Persons Entitled by Death or Operation of Law. – Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

 

11.07                     Waiver of Notice. – Any shareholder, proxyholder or other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under the Act, the regulations thereunder, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or a committee of the board which may be given in any manner.

 

11.08                     Interpretation. – In this by-law, “recorded address” means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; in the case of an officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation; and in the case of a director, his latest address as recorded in the records of the Corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current.

 

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SECTION TWELVE

 

EFFECTIVE DATE AND REPEAL

 

12.01                     Effective Date. – This by-law shall come into force when made by the board in accordance with the Act.

 

12.02                     Repeal. – All previous by-laws of the Corporation are repealed as of the coming into force of this by-law.  Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles (as defined in the Act) or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal.  All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.

 

17


 

MADE by the board the 26th day of March, 1985.

 

 

 

 /s/ Glenn F. Kummer

 

President

 

 

 

 

 

 /s/ William H. Lear

 

Secretary

 

 

CONFIRMED by the sole shareholder in accordance with the Act the 26th day of March, 1985.

 

 

 

 /s/ William H. Lear

 

Secretary

 

18


 EX-3.44 40 a2188402zex-3_44.htm EXHIBIT 3.44

Exhibit 3.44

 

ARTICLES OF INCORPORATION

 

OF

 

SELGRAN, INC.

 

FIRST:  The name of the corporation is SELGRAN, INC,

 

SECOND:  The corporation’s purposes are:

 

(a)           Primarily to engage in the specific business of manufacturing motorized camper coaches, vans, and mobile homes.

 

(b)           To engage generally in the business of designing, developing, manufacturing, buying and selling, at wholesale and retail, leasing, and otherwise dealing in motorized camper coaches, vans, mobile homes and all appurtenant fixtures, goods, wares and equipment related thereto.

 

(c)           To engage in any business related or unrelated to those described in clauses (a) and (b) of this Article SECOND and from time to time authorized or approved by the board of directors of this corporation.

 

(d)           To act as partner or joint venturer or in any other legal capacity in any transaction.

 

(e)           To do business anywhere in the world; and

 

(f)            To have and exercise all rights and powers from time to time granted to a corporation by law.

 

The above purpose clauses shall not be limited by reference to or inference from one another, but each such purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the corporation.

 

THIRD:  The county in the State of California where the principal office for the transaction of the business of the corporation is located is the County of Orange.

 

FOURTH:  (a) The number of directors of the corporation is three (3).

 

(b) The names and addresses of the persons who are appointed to act as first directors are:

 

Name

 

Address

 

 

 

WILLIAM H. SELBY

 

19642 Larkridge Drive
Yorba Linda, California

 

1


 

Name

 

Address

 

 

 

ALICE MAY SELBY

 

19642 Larkridge Drive
Yorba Linda, California

 

 

 

LE GRANDE R. VREEKEN

 

25230 San Jacinto
Hemet, California

 

FIFTH:  The total number of shares which the corporation is authorized to issue is 2,500.  The aggregate par value of said shares is $25,000.00, and the par value of each share is $10.00.  No distinction shall exist between the shares of the corporation or the holders thereof.

 

SIXTH:  Each shareholder of this corporation shall be entitled to full pre-emptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any shares which may be issued at any time by this corporation.

 

IN WITNESS WHEREOF, the undersigned and above-names incorporators and first directors of this Corporation have executed these articles of incorporation on this 11th day of November, 1966.

 

 

 

 /s/ William H. Selby

 

WILLIAM H. SELBY

 

 

 

 

 

 /s/ Alice Mary Selby

 

ALICE MAY SELBY

 

 

 

 

 

 /s/ Le Grande R. Vreeken

 

LE GRANDE R. VREEKEN

 

 

STATE OF CALIFORNIA

)

 

 

 

)

ss.

 

 

COUNTY OF ORANGE

)

 

 

 

On this 11th day of November, 1966, before me, the undersigned, a Notary Public in and for the County of Orange, State of California, personally appeared WILLIAM H. SELBY and ALICE MAY SELBY, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

 

 

 

 /s/ Robert A. Bryson

 

Notary Public in and for said

 

County and State

 

2


 

STATE OF CALIFORNIA

)

 

 

 

)

ss.

 

 

COUNTY OF ORANGE

)

 

 

 

On this 11th day of November, 1966, before me, the undersigned, a Notary Public in and for the County of Orange, State of California, personally appeared LE GRANDE R. VREEKEN, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

 

 

 

 /s/ Lucille T. Van DeBrake

 

Notary Public in and for said

 

County and State

 

3


 

CERTIFICATE OF AMENDMENT OF

 

ARTICLES OF INCORPORATION

 

OF SELGRAN, INC.

 

John C. Crean and Donna S. Crean certify:

 

1.             That they are the President and Secretary, respectively, of Selgran, Inc. (the “Company”).

 

2.             That the following resolution relating to amendment of the Company’s Articles of Incorporation was adopted by unanimous Written Consent of the Company’s Board of Directors without a meeting; the Company’s By-Laws authorize its Board of Directors to so act:

 

RESOLVED that Articles First and Sixth and paragraph (a) of Article Fourth of the Articles of Incorporation of this corporation be amended to read in full as follows:

 

“First:  The name of the corporation is Pace-Arrow, Inc.”

 

“Fourth:  (a)          The number of directors of the corporation is four (4).”

 

“Sixth:  No shareholder of this corporation shall have any preemptive right or rights to subscribe for or to purchase or acquire any issue of shares or other securities of this corporation.”

 

3.             That the shareholders have adopted said Amendments by resolution adopted by unanimous Written Consent of the sole shareholder of the Company; the Company’s By-Laws authorize its shareholders to so act.

 

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4.             That the number of shares represented by Written Consent is 1,000.  That the total number of shares entitled to vote on or consent to said Amendments is 1,000.

 

 

 /s/ John C. Crean

 

John C. Crean, President

 

 

 /s/ Donna S. Crean

 

Donna S. Crean, Secretary

 

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct.

 

Executed at Riverside, California, on September 30, 1969.

 

 

 /s/ John C. Crean

 

John C. Crean, President

 

 

 /s/ Donna S. Crean

 

Donna S. Crean, Secretary

 

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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
PACE-ARROW, INC.

 

WILLIAM W. WEIDE and WILLIAM H. LEAR certify:

 

1.             That they are the President and the Secretary respectively, of PACE-ARROW, INC., a California corporation.

 

2.             That the following resolution relating to amendment of the Company’s Articles of Incorporation was adopted by unanimous written consent of the company’s Board of Directors without a meeting.

 

RESOLVED that Article First of the Articles of Incorporation of this corporation be amended to read as follows:

 

“First:  The name of the corporation is PACE ARROW, INC.”

 

RESOLVED FURTHER, That the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the office of the California Secretary of State.

 

RESOLVED FURTHER, That the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.

 

3.             That the sole shareholder of the company, represented by proxy in the name of William W. Weide, has adopted said amendment by written consent.  That the wording of the amended article, as set forth in the Shareholder’s resolution, is the same as set forth in the directors’ resolution in paragraph 2 above.

 

 

 

 /s/ William W. Weide

 

William W. Weide, President

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

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Each of the undersigned declare under penalty of perjury that the matters, set forth in the foregoing certificate are true and correct.  Executed at Riverside; California; On January 3, 1979.

 

 

 

 /s/ William W. Weide

 

William W. Weide, President

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

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CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

PACE ARROW, INC.

 

WILLIAM W. WEIDE and WILLIAM H. LEAR certify:

 

1.             That they are the President and the Secretary respectively, of PACE ARROW, INC., a California corporation.

 

2.             That the following resolution relating to amendment of the Company’s Articles of Incorporation was adopted by unanimous written consent of the company’s Board of Directors without a meeting.

 

RESOLVED that Article First of the Articles of Incorporation of this corporation be amended to read as follows:

 

“First:               The name of the corporation is FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.”

 

RESOLVED FURTHER, That the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the office of the California Secretary of State.

 

RESOLVED FURTHER, That the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.

 

3.             That the sole shareholder of the company, represented by proxy in the name of William W. Weide, has adopted said amendment by written consent.  That the wording of the amended article, as set forth in the Shareholder’s resolution, is the same as set forth in the directors’ resolution in paragraph 2 above.

 

 

 

 /s/ William W. Weide

 

William W. Weide, President

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

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Each of the undersigned declare under penalty of perjury that the matters, set forth in the foregoing certificate are true and correct.  Executed at Riverside; California; on August 12, 1980.

 

 

 

 /s/ William W. Weide

 

William W. Weide, President

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

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 EX-3.45 41 a2188402zex-3_45.htm EXHIBIT 3.45

Exhibit 3.45

 

BYLAWS FOR THE REGULATION, EXCEPT AS

OTHERWISE PROVIDED BY STATUTE OR ITS

ARTICLES OF INCORPORATION, OF

 

PACE-ARROW, INC.

 

ARTICLE I

Offices

 

Section 1.01           Principal Office.  The principal office for the transaction of the business of the corporation is hereby located at 3125 Myers Street in the City of Riverside, County of Riverside, State of California.  The board of directors is hereby granted full power and authority to change said principal office from one location to another in said county by amendment of this Section 1.01.

 

Section 1.02           Other Offices.  Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

 

ARTICLE II
Meetings of Shareholders

 

Section 2.01           Place of Meetings.  All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the board of directors pursuant to authority hereinafter granted to said board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

 

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Section 2.02           Annual Meetings.  The annual meetings of shareholders shall be held on the second Tuesday of August in each year at 1:00 o’clock P.M. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.  At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the shareholders.

 

Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which-said office is located.  All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days nor more than fifty (50) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute.

 

Section 2.03           Special Meetings.  Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the board of directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

 

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Section 2.04           Adjourned Meetings and Notice Thereof.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

 

When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

 

Section 2.05           Voting.  Unless a record date for voting purposes be fixed as provided in Section 5.01 of these bylaws, then, but subject to the provisions of Sections 2218 to 2224 inclusive of the Corporations Code of California, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day three (3) days prior to any meeting of shareholders shall be entitled to vote at such meeting.  Such vote may be viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins.  Every shareholder entitled to vote at any election for directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit.  The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

 

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Section 2.06           Quorum.  The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

Section 2.07           Consent of Absentees.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 2.08           Action Without Meeting.  Any action which, under any provision of the California Corporations Code, may be taken at a meeting of the shareholders, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the secretary of the corporation.

 

Section 2.09           Proxies.  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

 

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ARTICLE III
Directors

 

Section 3.01           Powers.  Subject to limitations of the articles of incorporation, of the bylaws, and of the California Corporations Code as to action which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

 

First - To select and remove all the officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or the bylaws, fix their compensation, and require from them security for faithful service.

 

Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the articles of incorporation or the bylaws, as they may deem best.

 

Third - To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Section 1.01 hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Section 1.02 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or

 

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meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

 

Fourth - To authorize the issue of shares of stock of the corporation from time to time, upon such terms and for such considerations as may be lawful.

 

Fifth - To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

 

Sixth - To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal bylaws.  The executive committee shall be composed of two or more directors.

 

Section 3.02           Number of Directors.  The authorized number of directors of the corporation shall be four (4) until changed by amendment of the articles of incorporation or by a bylaw duly adopted by the shareholders amending this Section 3.02; and if it is proposed to reduce the authorized number of directors below five (5), the vote or written consent of shareholders holding more than eighty per cent (80%) of the voting power shall be necessary for such reduction.

 

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Section 3.03           Election and Term of Office.  The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold office until their respective successors are elected.

 

Section 3.04           Vacancies.  Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his death, resignation or removal, or until his successor is elected at an annual or a special meeting of the shareholders.

 

A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

 

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

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Section 3.05           Place of Meeting.  Regular meetings of the board of directors shall be held at any place within or without the State which has been designated from time to time by resolution of the board or by written consent of all members of the board.  In the absence of such designation regular meetings shall be held at the principal office of the corporation.  Special meetings of the board may be held either at a place so designated or at the principal office.

 

Section 3.06           Organization Meeting.  Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meeting is hereby dispensed with.

 

Section 3.07           Other Regular Meetings.  Other regular meetings of the board of directors shall be held without call at such time as the board of directors may from time to time designate; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday.  Notice of all such regular meetings of the board of directors is hereby dispensed with.

 

Section 3.08           Special Meetings.  Special meetings of the board of directors for any purpose or purposes shall be called at any time by the president, or, if he is absent or unable or refuses to act, by any vice president or by any two directors.

 

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records and is not readily ascertainable, at the place in which the meetings of the directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the County in which the principal office of the corporation is located at least forty-eight (48)

 

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hours prior to the time of the holding of the meeting.  In case such notice is delivered personally as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

 

Section 3.09           Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

 

Section 3.10           Waiver of Notice.  The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 3.11           Quorum.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number be required by law or by the articles of incorporation.

 

Section 3.12           Adjournment.  A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the board.

 

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Section 3.13           Action Without Meeting.  Any action required or permitted to be taken by the board of directors under any provision of the California Corporations Code may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the board.  Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

 

Section 3.14           Fees and Compensation.  By resolution of the board of directors, one or more of the directors may be paid a retainer for their services as directors, or a fixed fee (with or without expenses of attendance) for attendance at each meeting, or both.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

 

Section 3.15           Indemnification of Directors, Officers  and Employees.  Except to the extent prohibited by then applicable law, this corporation shall reimburse, indemnify and hold harmless each present and future director, officer and employee of this corporation and each person who, at the request of this corporation acts as a director, officer or employee of any other corporation in which this corporation has an interest, from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by him, including reasonable settlement payments, in connection with any claim, action, suit or proceeding, or threat thereof, made or instituted, in which he may be involved or be made a party by reason of his being or having been a director, officer or employee of this corporation or such other corporation, or by reason of any action alleged to have been taken or omitted by him in such capacity, if a disinterested majority of the Board of Directors of this corporation (or, if a majority of the Board of Directors is not disinterested, then independent legal counsel) determines in good faith that such person was acting in good faith (a) within what he reasonably believed to be the scope of his authority or employment, and (b) for a purpose which he reasonably believed to be in the best interests of the corporation.

 

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The right of indemnification provided in this section shall inure to each person referred to in this section, whether or not the claim asserted against him is based on matters which arose in whole or in part prior to the adoption of this section and in the event of his death shall extend to his legal representatives.  The right of indemnification provided in this section shall not be exclusive of any other rights to which any such person, or any other individual, may be entitled as a matter of law (including, without limitation, his rights under Section 830 of the California Corporations Code), or under any agreement, vote of directors or stockholders or otherwise.

 

ARTICLE IV
Officers

 

Section 4.01           Officers.  The officers of the corporation shall be a president, a vice president, a secretary and a treasurer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more additional vice presidents, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 4.03.  One person may hold two or more offices, except those of president and secretary.

 

Section 4.02           Election.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

 

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Section 4.03           Subordinate Officers, Etc.  The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall have such authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

 

Section 4.04           Removal and Resignation.  Any officer may be removed, either with or without cause by a majority of the directors at the time in office, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

 

Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 4.05           Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.

 

Section 4.06           Chairman of the Board.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these bylaws.

 

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Section 4.07           President.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and affairs of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, at all meetings of the board of directors.  He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

 

Section 4.08           Vice President.  In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, of if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or these bylaws.

 

Section 4.09           Secretary.  The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

 

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The secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the numbers and dates of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by these bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.  If for any reason the secretary shall fail to give notice of any special meeting of the board of directors called by one or more of the persons identified in the first paragraph of Section 3.08, or if he shall fail to give notice of any special meeting of the shareholders called by one or more of the persons identified in Section 2.03, then any such person or persons may give notice of any such special meeting.

 

Section 4.10           Treasurer.  The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times to be open to inspection by any director.

 

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The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

 

ARTICLE V
Miscellaneous

 

Section 5.01           Record Date and Closing Stock Books.  The board of directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares.  The record date so fixed shall be not more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed.  When a record date is so fixed, only shareholders who are such of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

 

The board of directors may close the books of the corporation against transfers of shares during the whole or any part of a period not more than fifty (50) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

 

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Section 5.02           Inspection of Corporate Records.  The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and the board of directors and of executive committees of directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder, or as the holder of such voting trust certificate, and shall be exhibited at any time when required by the demand at any shareholders’ meeting of ten per cent (10%) of the shares represented at the meeting.  Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts.  Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the president, secretary, assistant secretary or general manager of the corporation.

 

Section 5.03           Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

 

Section 5.04           Annual Report.  The board of directors shall cause an annual report to be sent to the shareholders, not later than one hundred twenty (120) days after the close of the fiscal or calendar year.

 

Section 5.05           Contract, Etc., How Executed.  The board of directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

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Section 5.06           Certificates of Stock.  A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up.  All such certificates shall be signed by the president or a vice president and the secretary or an assistant secretary, or be authenticated by facsimiles of the signatures of the president and secretary, or by a facsimile of the signature of the president and the written signature of the secretary or an assistant secretary.  Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance.

 

Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board of directors or these bylaws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face the amount remaining unpaid and the terms of payment thereof.

 

Section 5.07           Representation of Shares of Other Corporations.  The president or any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

 

17


 

Section 5.08           Inspection of Bylaws.  The corporation shall keep in its principal office for the transaction of business the original or a copy of these bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

 

Section 5.09           Periodic Reports.  Regular reports containing detailed financial and other information concerning the business and affairs of the corporation shall be furnished periodically to the responsible officers and directors of the corporation, and such reports shall be designed to keep each such officer and director currently and reasonably informed of the affairs of the corporation.

 

Section 5.10           Fiscal Year.  The fiscal year of the corporation shall end on the last Sunday in April of each year.

 

ARTICLE VI
Amendments

 

Section 6.01           Power of Shareholders.  New bylaws may be adopted or these bylaws may be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the corporation or by the written assent of such shareholders, except as otherwise provided by law or by the articles of incorporation; provided that the vote or written assent of shareholders holding more than eighty per cent (80%) of the voting power of the corporation shall be required to reduce the authorized number of directors below five (5).

 

Section 6.02           Power of Directors.  Subject to the right of shareholders as provided in Section 6.01 to adopt, amend or repeal bylaws, bylaws other than a bylaw or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors at any regular or special meeting thereof.

 

18


 

BOARD OF DIRECTORS

 

ACTION BY UNANIMOUS CONSENT

 

OF

 

PACE ARROW, INC.

 

In accordance with the Bylaws of this Corporation, the following Resolutions were unanimously adopted this date by the members of the Board of Directors of this Corporation who hereby consent in writing to the actions set forth herein-below:

 

 

 /s/ John C. Crean

 

/s/ Dale T. Skinner

John C. Crean

 

Dale T. Skinner

 

 

 /s/ William W. Weide

 

 

William W. Weide

 

 

 

RESOLVED, that Article First of the Articles of Incorporation of this corporation be amended to read as follows:

 

“First:                                       The name of the corporation is FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.”

 

RESOLVED FURTHER, that the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the Office of the California Secretary of State.

 

RESOLVED FURTHER, that the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.

 

 

 

 

 /s/ William H. Lear

 

 

William H. Lear, Secretary

 

DATED: August 12, 1980

 


 EX-3.46 42 a2188402zex-3_46.htm EXHIBIT 3.46

Exhibit 3.46

 

ARTICLES OF INCORPORATION
OF

 

PACE-ARROW OF INDIANA, INC.

 

The undersigned incorporator or 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 Pace-Arrow of Indiana, Inc.

 

ARTICLE II
Purposes

 

The purposes for which the Corporation is formed are:

 

(a)                                  To engage in, conduct and generally carry on the business of constructing, designing, building, manufacturing, producing, selling and generally dealing in motor-homes and allied products and equipment, including the fabricating, laminating and production of all types of motor-homes of any and all materials, in any and all sizes, together with equipment and appurtenances thereunto and any and all allied and interconnected activities related thereto.

 

(b)                                 To engage in the manufacture, fabrication and construction of all products, utilizing resins, fibres, metals, glass, iron, steel, plastics and any compositions incident thereto.

 

(c)                                  To buy at wholesale and retail any and all kinds of building and manufacturing materials including resins, fibres, metals, glass, iron, steel, plastics and any compositions incident thereto.

 

(d)                                 To acquire sites as necessary and to design, build, erect and remodel buildings and structures of every kind and nature.

 

(e)                                  To acquire by purchase, exchange, lease, hire or otherwise to hold, use, sell, assign and otherwise dispose of letters patent of the United States or of any foreign country, patent rights, licenses, privileges, inventions, improvements, processes, copyrights, trademarks and tradenames.

 


 

(f)                                    To have the capacity to act possessed by natural persons, but to have authority to perform only such acts as are necessary, convenient or expedient to accomplish the purposes for which this corporation is organized and such as are not repugnant to law.

 

(g)                                 To acquire, by purchase, exchange, lease, hire, or otherwise and to hold, mortgage, pledge, hypothecate, exchange, sell, deal in and dispose of, alone, or in syndicates or otherwise in conjunction with others, commodities and other personal property of every kind, character and description whatsoever and wheresoever situated, and any interest therein.

 

(h)                                 To acquire, by purchase, exchange, lease, hire, or otherwise and to hold, own, improve, manage, operate, lease as lessee, let as lessor, sell, convey or mortgage, either alone or in conjunction with others, real estate of every kind, character and description whatsoever and wheresoever situated and any interest therein.

 

(i)                                     To act in any state in which the corporation is qualified and to do business, as agent or representative, for any individual, association, corporation, or legal entity, respecting business which the corporation is authorized to transact.

 

(j)                                     To enter into, make, perform and carry out, or cancel and rescind, contracts for any lawful purposes pertaining to the business of the corporation.

 

(k)                                  To acquire, by purchase, exchange, lease, hire or otherwise, all, or any part of good will, rights, property and business of any person, entity, partnership, association or corporation heretofore or hereafter engaged in any business similar to any business which the corporation has power to conduct; to pay for the same in cash or in stocks, bonds or other obligations of the corporation or otherwise, to hold, utilize and in any manner dispose of the whole, or any part of the rights and property so acquired, and to assume in connection therewith any liabilities of any such person, entity, partnership, association or corporation, and to conduct in any lawful manner the whole, or part, of the business thus acquired.

 

(1)                                  To make any guaranty respecting stocks, dividends, securities, indebtedness, interest, contracts or obligations, of others.

 

(m)                               To enter into any lawful arrangement for the sharing of profits, union of interest, reciprocal association or co-operative association with any corporation, association, partnership, individual, or other legal entity, for the carrying on of any business or transaction deemed necessary, convenient, or incidental to carrying out any of the purposes for which the corporation is organized.

 

(n)                                 To purchase its own shares to the extent of unreserved capital surplus.

 

(o)                                 To determine the amount of stated capital and increase or reduce stated capital and to determine the consideration to be received for shares issued from time to time.

 

(p)                                 To determine the amount of capital surplus and earned surplus and the amount allocated to each in mergers, consolidations or acquisitions.

 

(q)                                 To create, without restriction, rights or options to purchase any or all of its shares.

 

2


 

(r)                                    To borrow or raise monies for any of the purposes for which the corporation is organized and from time to time, without limits as to the amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof, and the interest thereof, by mortgage on, or pledge, conveyance, or assignment in trust of, the whole or any part of the assets of the corporation, real, personal or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such securities or obligations of the corporation for its corporate purposes. Specifically, the corporation is authorized to sell its certificates of indebtedness to the public generally from time to time, and to issue special certificates of indebtedness to its officers and employees with the terms different from those available to the general public.

 

(s)                                  To acquire, by purchase, exchange, lease, hire or otherwise and to hold, sell, transfer, reissue or cancel the shares of its own capital stock, or any securities or other obligations of the corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Indiana, except that, the corporation shall not use its funds or other assets for the purchase of its own shares of stock when such use would cause any impairment of the capital of the corporation and except that shares of its own capital stock beneficially owned by the corporation shall not be voted directly or indirectly.

 

(t)                                    To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise and deal in and with, shares or other interests in or obligations of, other individuals or domestic or foreign corporations, associations or partnerships for whatever purpose or purposes formed or operating, or direct or indirect obligations of the United States or any government, state, territory, governmental district or municipality or any instrumentality thereof.

 

(u)                                 Subject to any limitations or restrictions imposed by law or by these Articles of Incorporation, to have and exercise all the general rights, privileges and powers specified in or permitted under the Indiana General Corporation Act.

 

(v)                                 To do everything necessary, proper, advisable or convenient for the accomplishment of any of the purposes for which this corporation is organized or the attainment of any of the objects of the corporation or in furtherance of any of the powers herein set forth and to do any and every other act and thing incidental thereto or connected therewith which is not forbidden by the laws of the State of Indiana, or by the provisions of these Articles of Incorporation.

 

(w)                               The foregoing sections shall be construed as purposes as well as powers and the matters expressed in each section shall unless otherwise expressly provided be in no wise limited by reference to, or inference from, the terms of any other section, each of said sections being regarded as creating independent powers and purposes. The enumeration of specific powers herein shall not be construed as limiting or restricting in any manner either the meaning of general terms used in any of the sections or the scope of the general powers of the corporation created thereby, nor shall the expression of one thing be deemed to exclude another not expressed, whether or not it be of like nature. The corporation shall not, however, carry on in any state, territory, district, possession or country any business or exercise any powers, which a corporation organized under the laws thereof could not carry on or exercise.

 

3


 

(x)                                   Nothing in this Article shall be construed to authorize the conduct by the corporation of rural loan and savings associations, credit unions or a banking, railroad, insurance, surety, trust, safe deposit, mortgage guaranty, or building and loan business or receiving deposits of money, bullion, or foreign coins, or of issuing bills, notes or other evidences of debt for circulation as money.

 

ARTICLE III
Period of Existence

 

The period during which the Corporation shall continue is in perpetuity.

 

ARTICLE IV
Resident Agent and Principal Office

 

Section 1. Resident Agent. The name and address of the Resident Agent in charge of the Corporation’s principal office is Edward Skillin, Industrial Park Patterson Street Extended, Decatur, Indiana 46733.

 

Section 2. Principal Office. The post office address of the principal office of the Corporation is Industrial Park Patterson Street Extended, Decatur, Indiana 46733.

 

ARTICLE V
Shares

 

Section 1. Number. The total number of shares which the Corporation has authority to issue is 1,000 shares consisting of 1,000 shares with the par value of $100.00 per share, and no shares without par value.

 

Section 2. Terms.

 

All shares shall be issued in one series of the same class to have such relative rights, preferences, limitations or restrictions and bear such designations as shall be determined and stated by the Board of Directors prior to the issuance of any shares of such series. The Board of Directors is hereby expressly vested with the authority to make such determination by resolution of the board.

 

4


 

ARTICLE VI
Requirements Prior To Doing Business

 

The Corporation will not commence business until consideration of the value of at least $1,000.00 (one thousand dollars) has been received for the issuance of shares.

 

ARTICLE VII
Director(s)

 

Section 1. Number of Directors. The initial Board of Directors is composed of four (4) member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be four (4).

 

Section 2. Names and Post Office Addresses of the Director(s). The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

Jack C. Crean

 

3125 Myers Street

 

Riverside,

 

California

 

92503

Dale T. Skinner

 

3125 Myers Street

 

Riverside,

 

California

 

92503

Jack E. Dahl

 

3125 Myers Street

 

Riverside,

 

California

 

92503

William W. Weide

 

3125 Myers Street

 

Riverside,

 

California

 

92503

 

Section 3. Qualifications of Directors. (If Any)

 

Directors need not be shareholders.

 

ARTICLE VIII
Incorporator (s)

 

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

Robert G. Smith

 

113 North Second Street

 

Decatur,

 

Indiana

 

46733

 

5


 

ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation

 

(a)                                  The Board of Directors of the corporation shall have power, without the assent of a vote of the shareholders, to make, alter, amend, or repeal the code of by-laws of the corporation, but the affirmative vote of a majority of the members of the Board of Directors, for the time being, shall be necessary to make such code or to effect any alteration, amendment or repeal thereof. All provisions for the regulation of the business and management of the affairs of the corporation shall be stated in the by-laws.

 

(b)                                 Meetings of the 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 as specified in the by-laws.

 

(c) Meetings of the Directors 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 as specified in the by-laws.

 

(d)                                 Any contract or other transaction between the corporation or any corporation hereinafter formed in which this corporation owns all of the capital stock shall be valid and binding, regardless of the fact that the officers and/or directors, executing the contract on behalf of this corporation, are the same or a majority of them are the same or the participating directors or officers are the same.

 

(e)                                  In addition to the powers and authority hereinabove or by statute expressly conferred, the Board of Directors is hereby authorized to exercise all such powers and do all such acts and things as may be exercised or done by a corporation organized and existing under the provisions of the Indiana General Corporation Act.

 

(f)                                    The corporation reserves the right to alter, amend, or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by provisions of the Indiana General Corporation Act or any other pertinent inactment of the General Assembly of the State of Indiana, and all rights and powers conferred on shareholders, directors and officers of the corporation are subject to such reserved right.

 

(g)                                 Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

 

(h)                                 The Board of Directors of this corporation may, at its discretion, indemnify any or all directors or officers or former directors or officers of this corporation, or any person who may have served, at the corporation’s request, as a director or officer of another corporation in which the corporation owns shares of capital stock, or of which it is a creditor, against expenses

 

6


 

actually and reasonably incurred by him in connection with the defense of any action, suit or proceedings, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of duty.

 

(i)                                     The Board of Directors shall have the power to set the price or prices for options at not less than par, to purchase the corporation stock, to designate the optionees, the form of options and the manner of exercise of options.

 

(j)                                     No committees of the Board of Directors shall have any authority to act for such board.

 

(k)                                  The Board of Directors or any committee thereof may act and the shareholders may act pursuant to prior unanimous written consent, in lieu of a meeting unless the by-laws provide otherwise.

 

7


 

IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated in Article VIII, execute these Articles of Incorporation and certify to the truth of the facts herein stated, this 24th day of May, 1971.

 

 

 

 /s/ Robert G. Smith

 

Robert G. Smith

 

 

STATE OF INDIANA

)

 

 

)       ss:

 

COUNTY OF ADAMS

)

 

 

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that Robert G. Smith, being the incorporator referred to in Article VIII 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 24th day of May, 1971.

 

 

 /s/ Edith C. Kling

 

Edith C. Kling

 

My Commission Expires:

 

Notary Public

April 23, 1975

 

 

 

This instrument was prepared by Robert G. Smith, Attorney at Law, 113 North Second Street, Decatur, Indiana, 46733.

 

8


 

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF

 

PACE-ARROW OF INDIANA. INC.

 

The undersigned officers of PACE-ARROW OF INDIANA, INC. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/Dental Professional Corporation Act/Professional Corporation Act of 1965), 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:

 

ARTICLE I
Text of the Amendment

 

The exact text of Article(s) I of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as the “Amendments”), now is as follows:

 

The name of the Corporation is Fleetwood Motor Homes of Indiana, Inc.

 

ARTICLE II
Manner of Adoption and Vote

 

Section 1. Action by Directors (select appropriate paragraph).

 

(a)                                  The Board of Directors of the Corporation, at a meeting thereof, duly called, constituted and held on               , 19   , 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        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              , 19   , to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

 

(b)                                 By written consent executed on August 20, 1980, signed by all of the members of the Board of Directors of the Corporation, a resolution was adopted proposing to the Shareholders of the Corporation entitled to vote in respect of the Amendments, that the

 


 

provisions and terms of Articles of its Articles of Incorporation be amended so as to read as set forth in the Amendments, and a meeting of such shareholders was called to be held August 21, 1980, to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

 

Section 2. Action by Shareholders (select appropriate paragraph).

 

(a)                                  The Shareholders of the Corporation entitled to vote in respect of the Amendments, at a meeting thereof, duly called, constituted and held on           , 19   , at which                                                      present in person or by proxy, adopted the Amendments.

 

The holders of the following classes of shares were entitled to vote as a class in respect of the Amendments:

 

(1)

 

(2)

 

(3)

 

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 Entitled to Vote as a Class
(as listed immediately above)

 

 

 

 

 

(1)

 

(2)

 

(3)

 

Shares entitled to vote:

 

 

 

 

 

 

 

 

 

Shares voted in favor:

 

 

 

 

 

 

 

 

 

Shares voted against:

 

 

 

 

 

 

 

 

 

 

(b)                                 By written consent executed on August 20, 1980, signed by the holders of 250 shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of the Amendments, the Shareholders adopted the Amendments.

 

Section 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.

 

2


 

ARTICLE III
Statement of Changes Made With Respect to Any Increase In The Number of Shares Heretofore Authorized

 

Aggregate Number of Shares
Previously Authorized                                                N/A

 

Increase                {indicate “0” or “N/A” if no increase}

 

Aggregate Number of Shares
To Be Authorized After Effect of This Amendment               

 

3


 

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 20 day of August, 1980.

 

 

 /s/ William W. Weide

 

 /s/ William H. Lear

WILLIAM W. WEIDE

 

WILLIAM H. LEAR

 

 

 

President of

 

Secretary of

PACE ARROW OF INDIANA, INC.

 

PACE ARROW OF INDIANA, INC.

 

 

 

 

 

 

STATE OF CALIFORNIA

)

 

 

 

)    ss:

 

 

COUNTY OF RIVERSIDE

)

 

 

 

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of California, certify that William W. Weide, the President, and William H. Lear, the Secretary of PACE ARROW OF INDIANA, INC., the officers executing the foregoing Articles of Amendment of the 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 20th day of August, 1980.

 

 

 

 /s/ Vera J. Schneider

 

 

VERA J. SCHNEIDER

 

 

 

My Commission Expires:            

 

Notary Public

OCTOBER 21, 1983

 

 

 

This instrument was prepared by William H. Lear, Attorney at Law, 3125 Myers Street, Riverside, California 92523.

 

4


 EX-3.47 43 a2188402zex-3_47.htm EXHIBIT 3.47

Exhibit 3.47

 

PACE-ARROW OF INDIANA, INC.

 

***************

 

BY - LAWS

 

***************

 

ARTICLE I

 

OFFICES

 

Section 1. The registered office shall be located in the City of Decatur, State of Indiana.

 

Section 2. The corporation may also have offices at such other places both within and without the state of                  as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1. All meetings of shareholders for the election of directors shall be held in the City of Decatur, State of Indiana, or at such place as may be fixed from time to time by the Board of Directors.

 

Section 2. Annual meetings of shareholders, commencing with the year 1971, shall be held on The Second Tuesday in August, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the state of Indiana as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the board of directors, or the holders of not less than one tenth of all the shares entitled to vote at the meeting.

 

Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the

 

2


 

Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from tine to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the Articles of Incorporation.

 

Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

3


 

ARTICLE V

 

DIRECTORS

 

Section 1. The number of directors shall be four. Directors need not be residents of the State of Indiana, nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

 

Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Indiana, at such place or places as they may from time to time determine.

 

4


 

Section 5. The board of directors, by the affirmative vote of a majority of the directors, then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Indiana.

 

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4. Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

5


 

Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the By-Laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

6


 

ARTICLE VIII

 

NOTICES

 

Section 1. Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholders, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

 

Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

7

 

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

The President

 

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

The Vice Presidents

 

Section 8. The vice president, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

The Secretary and Assistant Secretaries

 

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all

 

8


 

meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors from time to time prescribe.

 

The Treasurer and Assistant Treasurers

 

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

9


 

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the state of Indiana.

 

Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

10


 

Lost Certificates

 

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

Transfers of Shares

 

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

Closing of Transfer Books

 

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record

 

11


 

date for any such determination of shareholders, such date in any case to be not more than fifty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

Registered Shareholders

 

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the state of Indiana.

 

List of Shareholders

 

Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any

 

12


 

shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

Dividends

 

Section 1. Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

Checks

 

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

13


 

Fiscal Year

 

Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

Seal

 

Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Indiana”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

 

The power to repeal, amend the By-Laws, and adopt new By-Laws may be delegated to the board of directors by a similar vote at any such meeting. The power, when delegated, may be revoked by a similar vote at any meeting of the shareholders.

 

* * * * * * *

 

14


 EX-3.48 44 a2188402zex-3_48.htm EXHIBIT 3.48

Exhibit 3.48

 

Articles

COMMONWEALTH OF PENNSYLVANIA

 

of

DEPARTMENT OF STATE

 

Amendment

CORPORATION BUREAU

 

 

In compliance with the requirements of Article VIII of the Business Corporation Law approved the 5th day of May, 1933, P.L. 364, as amended, the applicant desiring to amend its Articles hereby certifies, under its corporate seal that:

 

1.   The name of the corporation is:

 

FLEETWOOD TRAILER CO. OF PA., INC.

 

2.   The location of its registered office is:

 

c/o C T Corporation System, 123 S. Broad St., Philadelphia 19109.

 

3.   The corporation was formed under the Act of Pennsylvania Business Corporation Law.

 

4.   Its date of incorporation is :  April 29, 1963.

 

5.   The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

 

6.   At the time of the action of the shareholders:

 

(a)   The total number of shares outstanding was 250.

 

(b)   The number of shares entitled to vote was 250.

 

7.   In the action taken by the shareholders:

 

(a)   The number of shares voted in favor of the amendment was:  All.

 

(b)   The number of shares voted against the amendment was:  None.

 

8.   The amendment adopted by the shareholders, set forth in full, follows:

 

1.   The name of the corporation is:

 

FLEETWOOD HOMES OF PA., INC.

 

IN TESTIMONY WHEREOF, the applicant has caused these Articles of Amendment to be signed by its President or Vice President and its corporate seal, duly attested by its Secretary or Treasurer, to be hereunto affixed this 14th day of November, 1968.

 

 

FLEETWOOD TRAILER CO. OF PA., INC.

 

 

By  

 

(President or Vice President)

Attest:

 

 

(Secretary or Treasurer)

 

 

(CORPORATE SEAL)

 


 

DSCB204 (Rev. 81)

 

 

ARTICLES OF INCORPORATION

 

PLEASE INDICATE (CHECK ONE) TYPE CORPORATION.

 

 

 

 

x  DOMESTIC BUSINESS CORPORATION

 

FEE

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE – CORPORATION BUREAU

 

o  DOMESTIC BUSINESS CORPORATION
A [ILLEGIBLE] CORPORATION – COMPLETE BACK

 

$75.00

308 NORTH OFFICE BUILDING, HARRISBURG, PA 17120

 

o  DOMESTIC PROFESSIONAL CORPORATION
ENTER BOARD LICENSE NO.

 

 

 

010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXCEPT UNDER 15 P.S. 2008 [ILLEGIBLE]

FLEETWOOD HOMES OF PENNSYLVANIA, INC.

 

011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)

c/o C T Corporation System, 123 South Broad Street,

 

012 CITY

 

033 COUNTY

 

013 STATE

 

064 ZIP CODE

Philadelphia

 

Philadelphia

 

Pennsylvania

 

19109

 

050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

 

To engage in any lawful act or activity for which corporations may be organized under the Pennsylvania Business Corporation Law.

 

(ATTACH 81/2 x 11 SHEET IF NECESSARY)

 

The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which the Corporation Shall have Authority to Issue:

 

040 Number and Class of Shares 250 Common

 

041 Stated Par Value Per Share If Any 100.00

 

042 Total Authorized Capital
$25,000.00

 

031 Term of Existence
perpetual

 

The Name and Address of Each Incorporator, and the Number and Class of Shares Subscribed to by each Incorporator

 

060 Name

 

061, 062
063, 064   Address

 

(Street, City, State, Zip Code)

 

Number & Class of Shares

Thomas W. Lukas

 

2415 N. 38th St., Phoenix, AZ 85008

 

1 Common share

Rose McCall

 

3840 N. 43rd Ave., Apt. 2, Phoenix, AZ 85031

 

1 Common share

Terrie Lynn Bates

 

4400 W. Missouri, #203, Glendale, AZ 85301

 

1 Common share

 

 

 

 

 

 

 

(ATTACH 81/2 x 11 SHEET IF NECESSARY)

 

 

 

IN TESTIMONY WHEREOF,  THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 29th DAY OF April 1987.

 

 

/s/ Thomas W. Lukas

 

/s/ Terrie Lynn Bates

Thomas W. Lukas

 

Terrie Lynn Bates

 

 

 

/s/ Rose McCall

 

 

Rose McCall

 

 

 

– FOR OFFICE USE ONLY –

 

030 FILED

 

002 CODE

003 REV BOX

SEQUENTIAL NO.

100 MICROFILM NUMBER

APR 30 1987

 

 

 

111487

87292049

 

 

REVIEWED BY

 

 

 

 

     

004 SICC

AMOUNT

001 CORPORATION NUMBER

 

DATE APPROVED

 

$75

977764

 

 

 

 

 

Secretary of the Commonwealth:

 

DATE REJECTED

CERTIFY TO

INPUT BY
cy 5/7

 

LOG IN

LOG IN (REFILE)

Department of State

 

 

o   REV.

 

 

 

 

Commonwealth of Pennsylvania

 

MAILED BY   DATE

o   L & I
o   OTHER

VERIFIED BY

 

LOG OUT

LOG OUT (REFILE)

[ILLEGIBLE]

 

 

 

 

 

 

 

 


 EX-3.49 45 a2188402zex-3_49.htm EXHIBIT 3.49

Exhibit 3.49

 

BY-LAWS

 

ARTICLE I – OFFICES

 

1.         The registered office of the corporation shall be at c/o C T CORPORATION 123 South Broad Street, Philadelphia, Pennsylvania

 

2.         The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.

 

ARTICLE II - SEAL

 

1.         The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”.

 

ARTICLE III – SHAREHOLDERS’ MEETING

 

1.         Meetings of the shareholders shall be held at the office of the corporation at 3125 Myers Street, Riverside, California 92503, or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be selected.

 

2.         The annual meeting of the shareholders, shall be held on the 2nd Tuesday of August in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 11:00 o’clock a. m. when they shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting.  If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

 

3.         The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided

 


 

by statute the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders.  The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors until such directors have been elected.  If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

 

4.         Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy.  Every proxy shall be executed in writing by the shareholder, or by his duly authorized attorney in fact, and filed with the Secretary of the corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the corporation.  No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a

 

2


 

longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted on after three years from the date of its execution.  A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary-of the corporation.  A shareholder shall not sell his vote or execute a proxy to any person for any sum of money or anything of value.  A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid.  Elections for directors need not be by ballot, except upon demand made by a shareholder at the election and before the voting begins.  Except as otherwise provided in the Articles, in each election of directors cumulative voting shall be allowed.  No share shall be voted at any meeting upon which any installment is due and unpaid.

 

5.         Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least days prior to the meeting.

 

6.         In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof.  If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting.  The number of judges shall be one or three.  If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed.  On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them.  No person who is a candidate for office shall act as a judge.

 

3


 

7.         Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting.  At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof.  If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.

 

8.         Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.

 

9.         Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least days before such meeting, unless a greater period of notice is required by statute in a particular case.

 

10.       The officer or agent having charge of the transfer books shall make at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders.

 

4


 

ARTICLE IV – DIRECTORS

 

1.         The business of this corporation shall be managed by its Board of Directors, four (4) in number.  The directors need not be residents of this Commonwealth or shareholders in the corporation.  They shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify.  Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders.  Whenever there are three or more shareholders, there must be at least three directors.

 

2.         In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.

 

3.         The meetings of the Board of Directors may be held at such place within this Commonwealth, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

 

4.         Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

 

5.         Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

 

6.         Special meetings of the Board may be called by the President on 3 days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

 

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7.         A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.  Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the secretary of the corporation.

 

8.         Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

ARTICLE V – OFFICERS

 

1.         The executive officers of the corporation shall be chosen by the directors and shall be a President, Secretary and Treasurer.  The Board of Directors may also choose a Vice-President and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.  Any number of offices may be held by the same person. It shall not be necessary for the officers to be directors.

 

2.         The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

 

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3.         The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

 

4.         The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation.  He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.

 

5.         The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be.  He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

 

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6.         The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation.  He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

 

ARTICLE VI – VACANCIES

 

1.         If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

 

2.         Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

 

ARTICLE VII – CORPORATE RECORDS

 

1.         There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a copy of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the corporation.  An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.

 

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2.         Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder.  In every instance where an attorney or other agent shall be-the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder.  The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business.

 

ARTICLE VIII – SHARE CERTIFICATES, DIVIDENDS, ETC.

 

1.         The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation, as they are issued.  They shall be signed by the President and Secretary and shall bear the corporate seal.

 

2.         Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing.  No transfer shall be made which is inconsistent with law.

 

3.         The Board of Directors may fix a time, not more than fifty days, prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in

 

9


 

respect to any such change, conversion, or exchange of shares.  In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid.  The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice.  While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon.  If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

 

4.         In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

 

5.         The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.

 

6.         Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

 

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ARTICLE IX – MISCELLANEOUS PROVISIONS

 

1.         All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

 

2.         The fiscal year shall end the last Sun day of April each year.

 

3.         Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice.  If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person.  Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.

 

4.         Whenever any written notice is required by statute, or by the Articles or By-laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such, meeting.  Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 

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5.         One or more directors or shareholders may participate in a meeting of the board, of a committee of the board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

 

6.         Except as otherwise provided in the Articles or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.

 

7.         Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance.  It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed.  In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

 

ARTICLE X – ANNUAL STATEMENT

 

1.         The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year.  Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

 

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ARTICLE XI – AMENDMENTS

 

1.         These By-Laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

 

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 EX-3.50 46 a2188402zex-3_50.htm EXHIBIT 3.50

Exhibit 3.50

 

ARTICLES OF INCORPORATION
OF
PROWLER INDUSTRIES, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify that:

 

One:  The name of this corporation is:

 

PROWLER INDUSTRIES, INC.

 

Two:  The purposes for which this corporation is formed are:

 

(a)        The specific business in which the corporation is primarily to engage is the manufacture and sale of travel trailers.

 

(b)       To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)        To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in California, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

(d)       To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

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(e)        To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 

(f)        To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

(g)       To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)       From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)         To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of California or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

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(j)         To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)        To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

(l)         To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California as the same are now in force, or may be hereafter amended.

 

(m)       To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

(n)       To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)       To have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

Three:  The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Orange County.

 

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Four:  This corporation is authorized to issue only one class of shares of stock.  The total number of said shares shall be 250.  The aggregate par value of all of said shares shall be twenty-five thousand dollars ($25,000), and the par value of each of said shares shall be one hundred dollars ($100).

 

Five:

 

(a)

The number of directors shall be four (4).

 

 

 

 

 

 

(b)

The names and addresses of those who are appointed to act as the first directors of this

corporation are:

 

Name

 

Address

 

 

 

Theodore B. Olson

 

634 South Spring Street
Los Angeles, California 90014

 

 

 

Monte A. Krissman

 

634 South Spring Street
Los Angeles, California 90014

 

 

 

Don J. Belcher

 

634 South Spring Street
Los Angeles, California 90014

 

 

 

Bruce L. Gitelson

 

634 South Spring Street
Los Angeles, California 90014

 

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 2nd day of December, 1965.

 

 

 

 /s/ Theodore B. Olson

 

Theodore B. Olson

 

 

 

 

 

 /s/ Monte A. Krissman

 

Monte A. Krissman

 

 

 

 

 

 /s/ Don J. Belcher

 

Don J. Belcher

 

 

 

 

 

 /s/ Bruce L. Gitelson

 

Bruce L. Gitelson

 

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STATE OF CALIFORNIA

)

 

) ss.

COUNTY OF LOS ANGELES

)

 

On this 2nd day of December, 1965, before me, the undersigned Notary Public in and for said State, personally appeared Theodore B Olson, Monte A Krissman, Don J Belcher and Bruce L Gitelson, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

 /s/ Alice A. Forsythe

 

ALICE A. FORSYTHE

My Commission Expires June 23, 1967

 

(NOTARIAL SEAL)

 


 EX-3.51 47 a2188402zex-3_51.htm EXHIBIT 3.51

Exhibit 3.51

 

BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

 

PROWLER INDUSTRIES, INC.

 

ARTICLE I

 

Offices

 

Section 1.  Principal Office.  The principal office for the transaction of the business of the corporation is hereby located at 919 East South Street in the city of Anaheim, County of Orange, State of California.  The board of directors is hereby granted full power and authority to change said principal office from one location to another in said county by amendment of this Section 1, Article I.

 

Section 2.  Other Offices.  Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

 

ARTICLE II

 

Meetings of Shareholders

 

Section 1.  Place of Meetings.  All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the board of directors pursuant to authority hereinafter granted to said board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

 

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Section 2.  Annual Meetings.  The annual meetings of shareholders shall be held on the Second Tuesday of August, in each year at 2:00 o’clock P.M. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.  At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the shareholders.

 

Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located.  All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days nor more than fifty (50) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute.

 

Section 3.  Special Meetings.  Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the board of directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

 

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Section 4.  Adjourned Meetings and Notice Thereof.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

 

When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

 

Section 5.  Voting.  Unless a record date for voting purposes be fixed as provided in Section 1 of Article V of these by-laws, then, but subject to the provisions of Sections 2218 to 2224 inclusive of the Corporations Code of California, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day three (3) days prior to any meeting of shareholders shall be entitled to vote at such meeting.  Such vote may be viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins.  Every shareholder entitled to vote at any election for directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit.  The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

 

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Section 6.  Quorum.  The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

Section 7.  Consent of Absentees.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 8.  Action Without Meeting.  Any action which, under any provision of the California Corporations Code, may be taken at a meeting of the shareholders, except approval of an agreement for merger or consolidation of the corporation with other corporations, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the secretary of the corporation.

 

Section 9.  Proxies.  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

 

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ARTICLE III

 

Directors

 

Section 1.  Powers.  Subject to limitations of the articles of incorporation, of the by-laws, and of the California Corporations Code as to action which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

 

First – To select and remove all the officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or the by-laws, fix their compensation, and require from them security for faithful service.

 

Second – To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the articles of incorporation or the by-laws, as they may deem best.

 

Third – To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Article I, Section 1, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Article I, Section 2, hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe

 

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the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

 

Fourth – To authorize the issue of shares of stock of the corporation from time to time, upon such terms and for such considerations as may be lawful.

 

Fifth – To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

 

Sixth – To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal by-laws.  The executive committee shall be composed of two or more directors.

 

Section 2.  Number of Directors.  The authorized number of directors of the corporation shall be four (4) until changed by amendment of the articles of incorporation or by a by-law duly adopted by the shareholders amending this Section 2 of Article III; and if it is proposed to reduce the authorized number of directors below five (5), the vote or written consent of shareholders holding more than eighty per cent (80%) of the voting power shall be necessary for such reduction.

 

Section 3.  Election and Term of Office.  The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold office until their respective successors are elected.

 

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Section 4.  Vacancies.  Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his death, resignation or removal, or until his successor is elected at an annual or a special meeting of the shareholders.

 

A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

 

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

Section 5.  Place of Meeting.  Regular meetings of the board of directors shall be held at any place within or without the State which has been designated from time to time by resolution of the board or by written consent of all members of the board.  In the absence of such designation regular meetings shall be held at the principal office of the corporation.  Special meetings of the board may be held either at a place so designated or at the principal office.

 

Section 6.  Organization Meeting.  Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meeting is hereby dispensed with.

 

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Section 7.  Other Regular Meetings.  Other regular meetings of the board of directors shall be held without call at such time as the board of directors may from time to time designate; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday.  Notice of all such regular meetings of the board of directors is hereby dispensed with.

 

Section 8.  Special Meetings.  Special meetings of the board of directors for any purpose or purposes shall be called at any time by the president or, if he is absent or unable or refuses to act, by any vice president or by any two directors.

 

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records and is not readily ascertainable, at the place in which the meeting of the directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the County in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting.  In case such notice is delivered personally as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

 

8


 

Section 9.  Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

 

Section 10.  Waiver of Notice.  The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 11.  Quorum.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number be required by law or by the articles of incorporation.

 

Section 12.  Adjournment.  A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the board.

 

Section 13.  Fees and Compensation.  Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed one or more of the directors for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

 

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Section 14.  Indemnification of Directors, Officers and Employees.

 

(a)  When a person is sued, either alone or with others, because he is or was a director, officer, or employee of the corporation, in any proceeding (whether brought by the corporation, its receiver, its trustee, one or more of its shareholders or creditors, any governmental body, any public official, or any private person or corporation, domestic or foreign) arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceeding, if both of the following conditions exist:

 

(1)  The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.

 

(2)  The court finds that his conduct fairly and equitably merits such indemnity.

 

The amount of such indemnity may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding and shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable.  Application for such indemnity may be made either by a person sued or by the attorney or other person rendering services to him in connection with the defense, and the court may order fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding.  Notice of the application for such indemnity shall be served upon the corporation, its receiver, or its trustee, and upon the plaintiff and other parties to the proceeding.  The court may order notice to be given also to the shareholders in the manner provided elsewhere in these by-laws for giving notice of shareholders’ meetings, in such form as the court directs.

 

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(b)  Notwithstanding the provisions of Subdivision (a) of this Section 14, the board of directors may authorize the corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former director, officer or employee of the corporation in an action brought by a third party against such person (whether or not the corporation is joined as a party defendant) to impose a liability or penalty on such person for an act alleged to have been committed by such person while a director, officer or employee, or by the corporation, or by both; provided, the board of directors determines in good faith that such director, officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the corporation or its shareholders.  Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action.  This Subdivision (b) does not apply to any action instituted or maintained in the right of the corporation by a shareholder or holder of a voting trust certificate representing shares of the corporation.

 

(c)  The provisions of this Section 14 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a director, officer or employee, and the term “person” where used in the foregoing subdivisions of this section shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

 

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ARTICLE IV

 

Officers

 

Section 1.  Officers.  The officers of the corporation shall be a president, a vice president, a secretary and a treasurer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more additional vice presidents, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.  One person may hold two or more offices, except those of president and secretary.

 

Section 2.  Election.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

 

Section 3.  Subordinate Officers, Etc.  The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall have such authority and perform such duties as are provided in these by-laws or as the board of directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

 

Section 4.  Removal and Resignation.  Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

 

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Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 5.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the by-laws for regular appointments to such office.

 

Section 6.  Chairman of the Board.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these by-laws.

 

Section 7.  President.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and affairs of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, at all meetings of the board of directors.  He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these by-laws.

 

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Section 8.  Vice President.  In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or these by-laws.

 

Section 9.  Secretary.  The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by these by-laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these by-laws.  If for any reason the secretary shall fail to give notice of any special meeting of the board of directors called by one or more of the persons identified in the first paragraph of Section 8, Article III, or if he shall fail to give notice of any special meeting of the shareholders called by one or more of the persons identified in Section 3, Article II, then any such person or persons may give notice of any such special meeting.

 

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Section 10.  Treasurer.  The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times be open to inspection by any director.

 

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these by-laws.

 

ARTICLE V

 

Miscellaneous

 

Section 1.  Record Date and Closing Stock Books.  The board of directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares.  The record date so fixed shall be not more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed.  When a record date is so fixed, only

 

15


 

shareholders who are such of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

 

The board of directors may close the books of the corporation against transfers of shares during the whole or any part of a period not more than fifty (50) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

 

Section 2.  Inspection of Corporate Records.  The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and the board of directors and of executive committees of directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder, or as the holder of such voting trust certificate, and shall be exhibited at any time when required by the demand at any shareholders’ meeting of ten per cent (10%) of the shares represented at the meeting.  Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts.  Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the president, secretary, assistant secretary or general manager of the corporation.

 

Section 3.  Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

 

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Section 4.  Annual Report.  The board of directors shall cause an annual report to be sent to the shareholders, not later than one hundred twenty (120) days after the close of the fiscal or calendar year.

 

Section 5.  Contract, Etc., How Executed.  The board of directors, except as in these by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

Section 6.  Certificates of Stock.  A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up.  All such certificates shall be signed by the president or a vice president and the secretary or an assistant secretary, or be authenticated by facsimiles of the signatures of the president and secretary, or by a facsimile of the signature of the president and the written signature of the secretary or an assistant secretary.  Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance.

 

Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board of directors or these by-laws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face the amount remaining unpaid and the terms of payment thereof.

 

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Section 7.  Representation of Shares of Other Corporations.  The president or any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

 

Section 8.  Inspection of By-Laws.  The corporation shall keep in its principal office for the transaction of business the original or a copy of these by-laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

 

Section 9.  Periodic Reports.  Regular reports containing detailed financial and other information concerning the business and affairs of the corporation shall be furnished periodically to the responsible officers and directors of the corporation, and such reports shall be designed to keep each such officer and director currently and reasonably informed of the affairs of the corporation.

 

ARTICLE VI

 

Amendments

 

Section 1.  Power of Shareholders.  New by-laws may be adopted or these by-laws may be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the corporation or by the written assent of such shareholders, except as otherwise provided by law or by the articles of incorporation; provided that the vote or written assent of shareholders holding more than eighty per cent (80%) of the voting power of the corporation shall be required to reduce the authorized number of directors below five (5).

 

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Section 2.  Power of Directors.  Subject to the right of shareholders as provided in Section 1 of this Article VI to adopt, amend or repeal by-laws, by-laws other than a by-law or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors at any regular or special meeting thereof.

 

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 EX-3.52 48 a2188402zex-3_52.htm EXHIBIT 3.52

Exhibit 3.52

 

ARTICLES OF INCORPORATION
OF

FESTIVAL HOMES OF INDIANA, INC.

 

The undersigned incorporator or 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 FESTIVAL HOMES OF INDIANA, INC.

 

ARTICLE II
Purposes

 

The purposes for which the Corporation is formed are:

 

(a)                                  The specific business in which the corporation is primarily to engage is the manufacture, sale and distribution of mobile homes.

 

(b)                                 To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)                                  To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in Indiana, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

(d)                                 To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

(e)                                  To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 


 

(f)                                    To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

(g)                                 To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)                                 From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)                                     To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of Indiana or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person, or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

(j)                                     To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)                                  To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

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(1)                                  To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Indiana as the same are now in force, or may be hereafter amended.

 

(m)                               To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledte, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

(n)                                 To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)                                 To have and to exercise all the powers conferred by the laws of Indiana upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in, each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

ARTICLE III
Period of Existence

 

The period during which the Corporation shall continue is perpetual.

 

ARTICLE IV
Resident Agent and Principal Office

 

Section 1. Resident Agent. The name and address of the Resident Agent in charge of the Corporation’s principal office is CT Corporation System, 1011 Merchants Bank Building, Indianapolis, Indiana  46204.

 

Section 2. Principal Office. The post office address of the principal office of the Corporation is State Road 28 West, Frankfort, Indiana  46041.

 

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ARTICLE V
Shares

 

Section 1. Number. The total number of shares which the Corporation has authority to issue is 250 shares consisting of 250 shares with the par value of $100.00 per shares, and no shares without par value.

 

Section 2. Terms.

 

All shares shall be $100.00 par common shares.

 

Each holder of common stock of the corporation shall have the right at all meetings of the shareholders of the corporation to one (1) vote for each share of said stock so held by him, her, or it.

 

ARTICLE VI
Requirements Prior To Doing Business

 

The Corporation will not commence business until consideration of the value of at least $1,000.00 (one thousand dollars) has been received for the issuance of shares.

 

ARTICLE VII
Director(s)

 

Section 1. Number of Directors. The initial Board of Directors is composed of four member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be four.

 

Section 2. Names and Post Office Addresses of the Director(s). The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

State

 

Zip Code

 

 

 

 

 

 

 

 

John C. Crean

 

3125 Myers Street

 

Riverside,

California

 

92503

 

 

 

 

 

 

 

 

Dale T. Skinner

 

3125 Myers Street

 

Riverside,

California

 

92503

 

 

 

 

 

 

 

 

Jack E. Dahl

 

3125 Myers Street

 

Riverside,

California

 

92503

 

 

 

 

 

 

 

 

William W. Weide

 

3125 Myers Street

 

Riverside,

California

 

92503

 

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Section 3. Qualifications of Directors. (If Any)

 

Directors need not be shareholders. All directors shall be citizens of the United States.

 

ARTICLE VIII
Incorporator(s)

 

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

State

 

Zip Code

Fleetwood Enterprises, Inc.

 

3125 Myers St.

 

Riverside,

California

 

92503

 

ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation

 

1.                                       The power to make, alter, or repeal the by-laws of the corporation shall be vested in the Board of Directors.

 

2.                                       The corporation reserves the right to amend, alter, change or repeal any provisions contained in the Articles of Incorporation in the manner now or hereafter prescribed by the provisions of the Indiana General Corporation Act or any other pertinent enactment of the General Assembly of the State of Indiana, and all rights and pavers conferred hereby on stockholders, directors, and/or officers are subject to this reserve power.

 

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IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated in Article VIII, execute these Articles of Incorporation and certify to the truth of the facts herein stated, this 9th day of October, 1972.

 

 

 

 

FLEETWOOD ENTERPRISES, INC.

 

 

 

/s/ Jack E. Dahl

 

By: /s/ William H. Lear

(Written Signature)

 

(Written Signature)

 

 

 

Jack E. Dahl, President

 

William H. Lear

(Printed Signature)

 

(Printed Signature)

 

 

 

              SEAL

 

/s/ William W. Weide

 

 

(Written Signature)

 

 

 

 

 

William W. Weide, Senior Vice President

 

 

(Printed Signature)

 

 

STATE OF CALIFORNIA

)

 

) ss:

COUNTY OF RIVERSIDE

)

 

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Calif certify that Jack E. Dahl, President; William H. Lear, Secretary; and William W. Weide, Sr. Vice President of Fleetwood Enterprises, Inc., the incorporator(s) referred to in Article VIII 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 9th day of October, 1972.

 

 

 /s/ Dorothea J. Rust

 

(Written Signature)

 

 

[SEAL]

Dorothea J. Rust

 

(Printed Signature)

 

 

My Commission Expires:

Notary Public

 

 

July 2, 1976

 

 

 

This instrument was prepared by  Robert K. Ryan,  , Attorney at Law,
                                                      (Name)

 

257 S. Main St.,

 

Frankfort,

 

Indiana

 

46041

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip Code)

 

6


 

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FESTIVAL HOMES OF INDIANA, INC.

 

The undersigned officers of FESTIVAL HOMES OF INDIANA, INC. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/Dental Professional Corporation Act/Professional Corporation Act of 1965), 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:

 

ARTICLE I
Text of the Amendment

 

The exact text of Article(s)        I         
of the Articles of Incorporation of the Corporation, as amended (hereinafter referred to as the “Amendments”), now is as follows:

 

The name of the Corporation is Fleetwood Homes of Indiana, Inc.

 

ARTICLE II
Manner of Adoption and Vote

 

Section 1. Action by Directors (select appropriate paragraph).

 

(a)                                  The Board of Directors of the Corporation, at a meeting thereof, duly called, constituted and held on                             , 19                , 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                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                     , 19            , to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

 

(b)                                 By written consent executed on May 31, 1977, signed by all of the members of the Board of Directors of the Corporation, a resolution was adopted proposing to the Shareholders of the Corporation entitled to vote in respect of the Amendments, that the provisions and terms of Articles of its Articles of Incorporation be amended so as to read as set forth in the Amendments, and a meeting of such shareholders was called to be held June 1, 1977, to adopt or reject the Amendments, unless the same were so approved prior to such date by unanimous written consent.

 


 

Section 2. Action by Shareholders (select appropriate paragraph).

 

(a) The Shareholders of the Corporation entitled to vote in respect of the Amendments, at a meeting thereof, duly called, constituted and held on                 , 19          , at which                   
                                               
                                               
present in person or by proxy, adopted the Amendments.

 

The holders of the following classes of shares were entitled to vote as a class in respect of the Amendments:

 

(1)

 

(2)

 

(3)

 

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:

 

 

 

 

 

Shares Entitled to Vote as a Class

 

 

 

 

 

(as listed immediately above)

 

 

 

Total

 

(1)

 

(2)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

Shares entitled to vote:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares voted in favor:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares voted against:

 

 

 

 

 

 

 

 

 

 

(b) By written consent executed on May 31, 1977, signed by the holders of 250 shares of the Corporation, being all of the shares of the Corporation entitled to vote in respect of the Amendments, the Shareholders adopted the Amendments.

 

Section 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.

 

2


 

ARTICLE III
Statement of Changes Made With Respect to Any Increase
In The Number of Shares Heretofore Authorized

 

Aggregate Number of Shares
Previously Authorized N/A

 

Increase      {indicate “0” or “N/A” if no increase}

 

Aggregate Number of Shares
To Be Authorized After Effect of This Amendment

 

3


 

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 31 day of May, 1977

 

 

/s/ William W. Weide

 

/s/ William H. Lear

(Written Signature)

 

(Written Signature)

 

 

 

 

 

 

WILLIAM W. WEIDE

 

WILLIAM H. LEAR

(Printed Signature)

 

(Printed Signature)

 

 

 

 

 

 

President of
FESTIVAL HOMES OF INDIANA, INC.

 

Secretary of
FESTIVAL HOMES OF INDIANA, INC.

(Name of Corporation)

 

(Name of Corporation)

 

 

STATE OF CALIFORNIA

)

 

) SS:

COUNTY OF RIVERSIDE

)

 

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of Indiana, certify that William W. Weide, the President, and William H. Lear, the Secretary of Festival Homes of Indiana, Inc., the officers executing the foregoing Articles of Amendment of the 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 31st day of May, 1977.

 

 

 /s/ Marilyn R. Dickinson

 

(Written Signature)

 

 

                  [SEAL]

Marilyn R. Dickinson

 

(Printed Signature)

 

 

My Commission Expires:

Notary Public

 

 

       March 6, 1981

 

 

 

This instrument was prepared by  William H. Lear,  , Attorney at Law,
                                                      (Name)

 

3125 Myers Street,

 

Riverside,

 

California

 

92523

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip Code)

 

4


 EX-3.53 49 a2188402zex-3_53.htm EXHIBIT 3.53

Exhibit 3.53

 

BY-LAWS

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in the City of Frankfort, State of Indiana.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Indiana as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETING OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in the City of Riverside, State of California, or at such place as may be fixed from time to time by the Board of Directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1973, shall be held on the 2nd Tuesday of August, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the state of Indiana, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the board of directors, or the holders of not less than one-fourth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meting as originally notified.

 

2


 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the Articles of Incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed prior to such action by all of the shareholders entitled to vote with respect to the subject matter thereof, and such written consent filed with the minutes of the proceedings of the shareholders.

 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four.  Directors need not be residents of the State of Indiana, nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director shall serve until the next succeeding annual meting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

3


 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Indiana, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors, then in office, and irrespective, of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of Indiana.

 

4


 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meting.

 

Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation.  The act of a majority of the directors present at any meting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7.  Any action required to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed prior to such action by all of the directors, and such written consent filed with the minutes of the proceedings of the directors.

 

5


 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the By-Laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholders, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

6


 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

The President

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

7

 

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

The Vice Presidents

 

Section 8.  The vice president, or if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

The Secretary and Assistant Secretaries

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors from time to time prescribe.

 

8


 

The Treasurer and Assistant Treasurers

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

9


 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Indiana.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

Lost Certificates

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

10


 

Transfers of Shares

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

Closing of Transfer Books

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

11


 

Registered Shareholders

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Indiana.

 

List of Shareholders

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

Dividends

 

Section 1.  Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

12


 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

Checks

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

Fiscal Year

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

Seal

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Festival Homes of Indiana, Inc.”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular or special meeting of the directors at which a quorum is present, by the affirmative vote of a majority of such directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, if the same is a special meeting.

 

13


 EX-3.54 50 a2188402zex-3_54.htm EXHIBIT 3.54

Exhibit 3.54

 

ARTICLES OF INCORPORATION
OF

 

FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.

 

Pursuant to the provisions of the Kentucky Business Corporation Act, the undersigned incorporator submits the following articles of incorporation.

 

FIRST:  The name of the corporation is:

 

FLEETWOOD TRAVEL TRAILERS OF KENTUCKY INC.

 

SECOND:  The number of shares the incorporation is authorized to issue is:

 

250

 

THIRD:  The street address of the initial registered office of the corporation is c/o
C T Corporation System, Kentucky Home Life Building, Louisville, Kentucky 40202, and the initial registered agent at that office is C T Corporation System.

 

FOURTH:  The mailing address of the corporation’s principal office is:

 

3125 Myers Street, Riverside, CA  92503

 

FIFTH:  The names and mailing address of each incorporator is:

 

Susan Wheeler

Fleetwood Enterprises, Inc.

3125 Myers Street

Riverside, CA 92505

 

SIXTH:  The names and mailing addresses of the persons who are to serve as initial directors are:

Glenn F. Kummer

Nelson W. Potter

Paul M. Bingham

William H. Lear

 

All located at:

3125 Myers Street

 

Riverside, CA 92503

 


 

SEVENTH:  Any other provision required or permitted by law is:

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 17th day of May, 2000.

 

 

 /s/ Susan Wheeler

 

Susan Wheeler, Incorporater

 

I, C T Corporation System, consent to serve as the registered agent on behalf of the corporation.

 

 

 

By:

 /s/ Scot Ferraro

 

 

Scot Ferraro, Assistant Secretary

 

2


 EX-3.55 51 a2188402zex-3_55.htm EXHIBIT 3.55

Exhibit 3.55

 

BYLAWS FOR THE REGULATION OF
FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.
a Kentucky Corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92503-5527.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cause not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting within the limits fixed by law.

 

Section 3.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 4.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 5.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation shall be the chief executive officer of the corporation.

 

Section 6.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

Directors

 

Section 1.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

2


 

Section 2.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the State of Kentucky for the holding of any meeting.  If no such designation is made, (i) any meeting by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

Section 3.  Any actions required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE IV

 

Indemnification of Directors,

Officers, and Other Corporate Agents

 

Section 1.  This corporation shall indemnify and hold harmless each director, officer, and other agent of the corporation, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

3


 

Section 2.  This section shall create a right of indemnification for each person referred to in Section 1. of this Article IV, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or other wise.

 

Section 3.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 1.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

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Section 2.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 1. of Article III, by the directors.

 

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 EX-3.56 52 a2188402zex-3_56.htm EXHIBIT 3.56

Exhibit 3.56

 

ARTICLES OF INCORPORATION

OF

PROWLER INDUSTRIES OF MARYLAND, INC.

 

approved and received for record by the State Department of Assessments and Taxation of Maryland July 10, 1969 at 2:45 o’clock P. M. as in conformity with law and ordered recorded.

 

A 11470

 

Recorded in Lib7744 folio 532 one of the Charter Records of the State Department of Assessments and Taxation of Maryland.

 

Bonus tax paid $20.00 Recording fee paid $17.00

 

To the clerk of the Superior Court of Baltimore city

 

IT IS HEREBY CERTIFIED, that the within instrument, together with all indorsements thereon, has been received, approved and recorded by the State Department of Assessments and Taxation of Maryland.

 

AS WITNESS my hand and seal of the said Department at Baltimore.

 

STATE OF MARYLAND

 

I hereby certify that this is a true and complete copy of the 7 page document on file in this office. DATED: 4-15-04

 


 

ARTICLES OF INCORPORATION

OF

PROWLER INDUSTRIES OF MARYLAND, INC.

 

* * * * *

 

FIRST:     WE, THE UNDERSIGNED, William T. Cahill whose post-office address is 510 South Spring Street, Los Angeles, California, Gerald R. Smith whose post-office address is 510 South Spring Street, Los Angeles, California and Richard B. Campbell whose post-office address is 510 South Spring Street, Los Angeles, California, each being atleast twenty-one years of age, do, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, associate ourselves as incorporators with the intention of forming a corporation.

 

SECOND:                    The name of the corporation is PROWLER INDUSTRIES OF MARYLAND, INC.

 

THIRD:    The purposes for which the corporation is formed are:

 


 

To design, manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, export and generally trade and deal in and with at wholesale or retail as principal agent or otherwise, mobile homes, travel trailers, and allied products.

 

To import, export, manufacture, produce, buy, sell and otherwise deal in and with, goods, wares and merchandise of every class and description.

 

To engage in and carry on any other business which may conveniently be conducted in conjunction with any of the business of the corporation.

 

To acquire all or any part of the good will, rights, property and business of any person, firm, association or corporation heretofore or hereafter engaged in any business similar to any business which the corporation has the power to conduct, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights, property and business so acquired, and to assume in connection therewith any liabilities of any such person, firm, association or corporation.

 

To apply for, obtain, purchase or otherwise acquire, any patents, copyrights, licenses, trade-marks, trade names, rights, processes, formulas, and the like, which may seem capable of being used for any of the purposes of the corporation; and to use, exercise, develop, grant licenses in respect of, sell and otherwise turn to account, the same.

 

To acquire by purchase, subscription or in any other manner, take, receive, hold, use, employ, sell, assign, transfer, exchange, pledge, mortgage, lease, dispose of and otherwise deal in and with, any shares of stock, shares,

 


 

bonds, debentures, notes, mortgages or other obligations, and any certificates, receipts, warrants or other instruments evidencing rights or options to receive, purchase or subscribe for the same or representing any other rights or interests therein or in any property or assets, issued or created by any persons, firms, associations, corporations, syndicates, or by any governments or subdivisions thereof; and to possess and exercise in respect thereof any and all the rights, powers and privileges of individual holders.

 

To aid in any manner any person, firm, association, corporation or syndicate, of which any shares, bonds, debentures, notes, mortgages or other obligations, or any certificates, receipts, warrants or other instruments evidencing rights or options to receive, purchase or subscribe for the same, or representing any other rights or interests therein, are held by or for this corporation, or in the welfare of which this corporation shall have any interest, and to do any acts or things designed to protect, preserve, improve and enhance the value of any such property or interest, or any other property of this corporation.

 

To guarantee the payment of dividends upon any shares of stock or shares in, or the performance of any contract by; any other corporation or association in which this corporation has an interest, and to endorse or otherwise guarantee the payment of the principal and interest, or either, of any bonds, debentures, notes or other evidences of indebtedness created or issued by any such other corporation or association.

 

To carry out all or any part of the foregoing objects as principal, factor, agent, contractor, or otherwise,

 


 

either alone or through or in conjunction with any person, firm, association or corporation, and, in carrying on its business and for the purpose of attaining or furthering any of its objects and purposes, to make and perform any contracts and to do any acts and things, and to exercise any powers suitable, convenient or proper for the accomplishment of any of the objects and purposes herein enumerated or incidental to the powers herein specified, or which at any time may appear conducive to or expedient for the accomplishment of any of such objects and purposes.

 

To carry out all or any part of the aforesaid objects and purposes, and to conduct its business in all or any or its branches, in any or all states, territories, districts and possessions of the United States of America and in foreign countries; and to maintain offices and agencies in any or all states, territories, districts and possessions of the United States of America and in foreign countries.

 

The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these articles of incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powers as well as objects and purposes.

 

The corporation shall be authorized to exercise and enjoy all or the powers, rights and privileges granted to, or conferred upon, corporations of a similar character by the General Laws of the State of Maryland now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred.

 


 

FOURTH:      The post-office address of the principal office of the corporation in this State is c/o The Corporation Trust Incorporated, First National Bank Building, Light and Redwood Streets, Baltimore, Maryland. The name of the resident agent of the corporation in this State is The Corporation Trust Incorporated, a corporation of this State, and the post-office address of the resident agent is First National Bank Building, Light and Redwood Streets, Baltimore, Maryland.

 

FIFTH:     The total number of shares of stock which the corporation shall have authority to issue is two hundred and fifty (250) shares, all of one class, of the par value of One Hundred Dollars ($100.00) each and of the aggregate par value of Twenty Five Thousand Dollars ($25,000.00).

 

SIXTH:     The number of directors of the corporation shall be four (4), which number may be increased or decreased pursuant to the by-laws of the corporation and shall never be less than three (3). The names of the directors who shall act until the first annual meeting or until their successors are duly chosen and qualify are:

 

John C. Crean, Dale T. Skinner, William W. Weide, and Donna S. Crean.

 

SEVENTH:     The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the corporation and of the directors and stockholders:

 

The board of director of the corporation is hereby empowered to authorize the issuance from time to time of shares of the stock of any class, whether now or hereafter authorized, or securities convertible into shares of its

 


 

stock of any class or classes, whether now or hereafter authorized.

 

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for a consideration other than money or by way of dividend.

 

Each shareholder shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with ??espect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

 

The corporation reserves the right from time to time to make any amendment of its charter, now or hereafter authorized by law.

 

EIGHTH:        The duration of the corporation shall be perpetual.

 

IN WITNESS WHEREOF, we have signed these articles of incorporation on July 2, 1969, and severally acknowledge same to be our act.

 

 

 

/s/ William T. Cahill

 

 

William T. Cahill

 

 

 

 

 

/s/ Gerald R. Smith

WITNESS:

 

Gerald R. Smith

 

 

 

/s/ Glenn S. Brown

 

/s/ Richard B. Campbell

Glenn S. Brown

 

Richard B. Campbell

 

 

 


 EX-3.57 53 a2188402zex-3_57.htm EXHIBIT 3.57

Exhibit 3.57

 

PROWLER INDUSTRIES OF MARYLAND, INC.

 

*  *  *  *  *

 

B Y - L A W S

 

*  *  *  *  *

 

ARTICLE I

 

OFFICES

 

Section 1.  The principal office shall be in the City of Baltimore, State of Maryland.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Maryland as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

Section 1.  All meetings of stockholders shall be held at the office of the corporation in Riverside, State of California.  Meetings may be held at the principal office in this State or at such other place within the United States as designated in the by-laws or fixed by the board of directors pursuant to the by-laws.

 

Section 2.  Annual meetings of stockholders, commencing with the year 1970, shall be held on second Tuesday in August, in each year if not a legal holiday, and if a legal holiday then on the next secular day following, at 1:00 P.M., at which they shall elect a board of directors and may transact any business within the powers of the corporation.  Any business of the corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by statute to be stated in the notice.  Meetings may be held at such time as may be provided in the by-laws or as fixed by the board of directors within such period, not exceeding thirty-one days duration, as shall be specified in the by-laws.

 


 

Section 3.  At any time in the interval between annual meetings special meetings of the stockholders may be called by the board of directors, or by the president, a vice president, the secretary, or an assistant secretary.

 

Section 4.  Special meetings of stockholders shall be called by the secretary upon the written request of the holders of shares entitled to not less than twenty-five percent of all the votes entitled to be cast at such meeting.  Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat.  The secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing such notice of the meeting, and upon payment to the corporation of such costs the secretary shall give notice stating the purpose or purposes of the meeting to all stockholders entitled to vote at such meeting.  No special meeting need be called upon the request of the holders of shares entitled to cast less than a majority of all votes entitled to be cast at such meeting, to consider any matter which is substantially the same as a matter voted upon at any special meeting of the stockholders held during the preceding twelve months.

 

Section 5.  Not less than ten nor more than fifty days before the date of every stockholders’ meeting, the secretary shall give to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote who is entitled by statute to notice, written or printed notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post-office address as it appears on the records of the corporation, with postage thereon prepaid.

 

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Section 6.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

 

Section 7.  At any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum; but this section shall not affect any requirement under the statute or under the charter for the vote necessary for the adoption of any measure.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 8.  A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by the statute or by the charter.

 

Section 9.  Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders; but no share shall be entitled to vote if an installment payable thereon is overdue and unpaid.  A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven

 

3


 

months from its date, unless otherwise provided in the proxy.  At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.  At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the articles of incorporation.

 

Section 10.  An action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, if a consent in writing, setting forth such action, is signed by all the stockholders entitled to vote on the subject matter thereof and any other stockholders entitled to notice of a meeting of stockholders (but not to vote thereat) have waived in writing any rights which they may have to dissent from such action, and such consent and waiver are filed with the records of the corporation.

 

ARTICLE III

 

DIRECTORS

 

Section 1.  The number of directors of the corporation shall be four.  By vote of a majority of the entire board of directors, the number of directors fixed by the charter or by these by-laws may be increased or decreased from time to time not exceeding four nor less than four, but the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the board.  Until the first annual meeting of stockholders or until successors are duly elected and qualify, the board shall consist of the persons named as such in the charter.  At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors to hold office until the next annual meeting or until their successors are elected and qualify.  Directors need not be stockholders in the corporation.

 

4


 

Section 2.  Any vacancy occurring in the board of directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the board of directors, although such majority is less than a quorum.  Any vacancy occurring by reason of an increase in the number of directors may be filled by action of a majority of the entire board of directors.  A director elected by the board of directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualifies.

 

Section 3.  The business and affairs of the corporation shall be managed by its board of directors, which may exercise all of the powers of the corporation, except such as are by law or by the charter or by these by-laws conferred upon or reserved to the stockholders.

 

Section 4.  At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 5.  Meetings of the board of directors, regular or special, may be held at any place in or out of the State of Maryland as the board may from time to time determine.

 

Section 6.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

 

5


 

Section 7.  Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

 

Section 8.  Special meetings of the board of directors may be called at any time by the board of directors or the executive committee, if one be constituted, by vote at a meeting, or by the president or by a majority of the directors or a majority of the members of the executive committee in writing with or without a meeting.  Special meetings may be held at such place or places within or without Maryland as may be designated from time to time by the board of directors; in the absence of such designation such meetings shall be held at such places as may be designated in the call.

 

Section 9.  Notice of the place and time of every special meeting of the board of directors shall be served on each director or sent to him by telegraph or by mail, or by leaving the same at his residence or usual place of business at least five days before the date of the meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the director at his post-office address as it appears on the records of the corporation, with postage thereon prepaid.

 

Section 10.  At all meetings of the board a majority of the entire board of directors shall constitute a quorum for the transaction of business and the action of a majority of the directors present at any meeting at which a quorum is present shall be the action of the board of directors unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or these by-laws.  If a quorum shall not be present at any meeting of directors, the directors present thereat may by a majority vote adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

6


 

Section 11.  Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

 

COMMITTEES OF DIRECTORS

 

Section 12.  The board of directors may appoint from among its members an executive committee and other committees composed of two or more directors, and may delegate to such committees, in the intervals between meetings of the board of directors, any or all of the powers of the board of directors in the management of the business and affairs of the corporation, except the power to declare dividends, to issue stock or to recommend to stockholders any action requiring stockholders’ approval.  In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the board of directors to act in the place of such absent members.

 

Section 13.  The committees shall keep minutes of their proceedings and shall report the same to the board of directors at the meeting next succeeding, and any action by the committees shall be subject to revision and alteration by the board of directors, provided that no rights of third persons shall be affected by any such revision or alteration.

 

COMPENSATION OF DIRECTORS

 

Section 14.  Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed to directors for attendance at each regular or special meeting of the board of directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

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ARTICLE IV

 

NOTICES

 

Section 1.  Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation.  Notice by mail shall be deemed to be given at the time when the same shall be mailed.  In the case of stockholders’ meetings the notice may be left at the stockholder’s residence or usual place of business.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or committee is required to be given under the provisions of the statute or under the provisions of the charter or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of stockholders in person or by proxy, or at the meeting of directors or committee in person, shall be deemed equivalent to the giving of such notice to such persons.

 

ARTICLE V

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The president shall be selected from among the directors.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.  Two or more offices, except those of president and vice-president, may be held by the same person but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the charter or these by-laws to be executed, acknowledged or verified by two or more officers.

 

8


 

Section 2.  The board of directors at its first meeting after each annual meeting of stockholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall serve for one year and until their successors are chosen and qualify.  An officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

 

9

 

Section 7.  He shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

VICE-PRESIDENTS

 

Section 8.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

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THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

11


 

ARTICLE VI

 

CERTIFICATES OF STOCK

 

Section 1.  Each stockholder shall be entitled to a certificate or certificates which shall represent and certify the number and kind and class of shares owned by him in the corporation.  Each certificate shall be signed by the president or a vice-president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and shall be sealed with the corporate seal.

 

Section 2.  The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal.  In case any officer who has signed any certificate ceases to be an officer of the corporation before the certificate is issued, the certificate may nevertheless be issued by the corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue.  Every certificate representing stock issued by a corporation which is authorized to issue stock of more than one class shall set forth upon the face or back of the certificate, a full statement or summary of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.  A summary of such information included in a registration statement permitted to become effective under the Federal Securities Act of 1933, as now or hereafter amended, shall be an acceptable summary for the purposes of this section.  In lieu of such full statement or summary, there may be set forth upon the face or back of the certificate a statement that the corporation will furnish to any stockholder upon request and without charge, a full statement of such information.  Every certificate representing shares which

 

12


 

are restricted or limited as to transferability by the corporation issuing such shares shall either (i) set forth upon the face or back of the certificate a full statement of such restriction or limitation or (ii) state that the corporation will furnish such a statement upon request and without charge to any holder of such shares.  No certificate shall be issued for any share of stock until such share is full paid.

 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be stolen, lost or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the corporation a bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

 

TRANSFERS OF STOCK

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

13


 

CLOSING OF TRANSFER BOOKS

 

Section 5.  The board of directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than forty days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  In lieu of fixing a record date, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days.  If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting.

 

REGISTERED STOCKHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Maryland.

 

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ARTICLE VII

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in its own shares, subject to the provisions of the statute and of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

ANNUAL STATEMENT

 

Section 3.  The president or a vice-president or the treasurer shall prepare or cause to be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting and shall be filed within twenty days thereafter at the principal office of the corporation in the State of Maryland.

 

CHECKS

 

Section 4.  All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

 

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FISCAL YEAR

 

Section 5.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 6.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Maryland.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

STOCK LEDGER

 

Section 7.  The corporation shall maintain at its office in the City of Riverside, State of California, an original stock ledger containing the names and addresses of all stockholders and the number of shares of each class held by each stockholder.  Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

 

ARTICLE VIII

 

AMENDMENTS

 

Section 1.  The board of directors shall have the power, at any regular meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any by-laws of the corporation and to make new by-laws, except that the board of directors shall not alter or repeal any by-laws made by the stockholders.

 

Section 2.  The stockholders shall have the power, at any annual meeting or at any special meeting if notice thereof be included in the notice of such special meeting, to alter or repeal any by-laws of the corporation and to make new by-laws.

 

16


 EX-3.58 54 a2188402zex-3_58.htm EXHIBIT 3.58

Exhibit 3.58

 

ARTICLES OF INCORPORATION

OF

TERRY INDUSTRIES OF OHIO, INC.

 

* * * * *

 

THE UNDERSIGNED, a majority of whom are citizens of the United States, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

 

FIRST.     The name of said corporation shall be TERRY INDUSTRIES OF OHIO, INC.

 

SECOND.     The place in the State of Ohio where its principal office is to be located is Clevland, Cuyahoga County, Ohio.

 

THIRD.     The purposes for which it is formed are: To manufacture, assemble, fabricate, produce,

 


 

purchase, import, receive, lease as lessee or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, expoit and generally trade and deal in and with at wholesale or retail as principal agent or otherwise.

 

To purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of property of any description or any interest therein.

 

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

 

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint

 


 

stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

 

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

 

To purchase or otherwise acquire all or any part of the business, good will, rights, property and assets, and to assume all or any part of the liabilities of any corporation, association, partnership or individual engaged in any business in which any corporation organized under Sections 1701.01 et., seq. of the Revised Code of Ohio is entitled to engage.

 

To borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and guarantee or secure obligations of any person.

 


 

To purchase, hold, sell and transfer the shares of its own capital stock to the extent permitted by law but no such purchase may be made when there is reasonable ground for believing that the corporation is unable, or, by such purchase, may be rendered unable to satisfy its obligations and liabilities.

 

To conduct its business, and to have and maintain one or more offices, within and without the State of Ohio and in all other states and territories, in the District of Columbia, in all dependencies, colonies, or possessions of the United States of America and in foreign countries; and to purchase, or otherwise acquire, hold, own, equip, improve, manage, operate, promote, finance, sell, convey, mortgage or otherwise dispose of real and personal property in all such states and places, to the extent that the same may be permissible under the laws thereof.

 

To carry on any other lawful business and to do any and every thing necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any one or all of the objects hereinbefore enumerated or incidental to the powers herein named or for the enhancement of the value of the properties of the corporation or which shall at any time appear conducive thereto or expedient, either as holder of, or as interested in, any

 


 

property or otherwise; to have all the rights, powers, and privileges now or hereafter conferred by the laws of the State of Ohio upon corporations organized under Sections 1701.01 et seq. of the Revised Code of Ohio or under any act amendatory thereof, supplemental thereto or substituted therefor.

 

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in these articles of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

 

FOURTH.  The authorized number of shares of the corporation is two hundred fifty (250) all of which shall be with a par value of One Hundred Dollars ($100.00) each.

 

FIFTH.  The amount of stated capital with which the corporation will begin business is Five Hundred Dollars ($500.00).

 

No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

 


 

SIXTH.  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

 

The board of directors is expressly authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital.

 

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

 

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

 

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized

 


 

from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

 

SEVENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of Ohio, and all rights conferred upon shareholders herein are granted subject to this reservation.

 

IN WITNESS WHEREOF, We have hereunto subscribed our names this 2nd day of July, 1969.

 

 

 

J. P. Holmes

 

 

 

 

M. M. Grant

 

 

 

 

J. C. Ostashay

 


 EX-3.59 55 a2188402zex-3_59.htm EXHIBIT 3.59

Exhibit 3.59

 

TERRY INDUSTRIES OF OHIO, INC.

 

*  *  *  *  *

 

REGULATIONS

 

 

ARTICLE I

 

OFFICES

 

Section 1.  The principal office shall be in the City of Cleveland, County of Cuyahoga, State of Ohio.

 

Section 2.  The corporation may also have offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

SHAREHOLDERS’ MEETINGS

 

Section 1.  Meetings of the shareholders shall be held in the City of Riverside, State of California.

 

Section 2.  An annual meeting of the shareholders, commencing with the year 1970, shall be held on the second Tuesday in August, in each year if not a legal holiday, and, if a legal holiday, then on the next secular day following, at 1:00 P.M., when they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written notice stating the time, place and purpose of a meeting of the shareholders shall be given either by personal delivery or by mail not less than ten (10) nor more than fifty (50) days before the date of the meeting to each shareholder of record entitled to notice of the meeting by or at the direction of the president or a vice president or the secretary or an

 


 

assistant secretary.  If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation.  Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

 

Section 4.  Meetings of the shareholders may be called by the president or a vice president, or the directors by action at a meeting, or a majority of the directors acting without a meeting or by the secretary of the corporation upon the order of the board of directors, or by the persons who hold twenty-five per cent of all the shares outstanding and entitled to vote thereat.  Upon the request in writing delivered either in person or by registered mail to the president or secretary by any persons entitled to call a meeting of the shareholders, such officer shall forthwith cause notice to be given to the shareholders entitled thereto.  If such request be refused, then the persons making such request may call a meeting by giving notice in the manner provided in these regulations.

 

Section 5.  Business transacted at any special meeting of shareholders shall be confined to the purposes stated in the notice.

 

Section 6.  Upon request of any shareholders at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the record date of such meeting, who are entitled to vote, showing their respective addresses and the number and class of shares held by each.  Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima facie evidence of the facts shown therein.

 

Section 7.  The holders of a majority of the shares issued and outstanding having voting power, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of shareholders for the transaction of business, except that at any meeting of

 

2


 

shareholders called to take any action which is authorized or regulated by statute, in order to constitute a quorum, there shall be present in person or represented by proxy the holders of record of shares entitling them to exercise the voting power required by statute, the articles of incorporation, or these regulations, to authorize or take the action proposed or stated in the notice of the meeting.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 8.  When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation or of these regulations, a different vote is required, in which case such express provision shall govern and control the decision of such question.

 

Section 9.  At every meeting of shareholders, each outstanding share having voting power shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders, subject to the provisions with respect to cumulative voting set forth in this section.  If notice in writing is given by any shareholder to the president, a vice president or the secretary, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that he desires that

 

3


 

the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of his votes equals, or to distribute his votes on the same principle among two or more candidates, as he sees fit.  A shareholder shall be entitled to vote even though his shares have not been fully paid, but shares upon which an installment of the purchase price is overdue and unpaid shall not be voted.

 

Section 10.  A person who is entitled to attend a shareholders’ meeting to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person.  A telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is sufficient writing.  No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

 

Section 11.  Unless the articles or these regulations prohibit the authorization or taking of any action of the shareholders without a meeting, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.

 

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ARTICLE III

 

DIRECTORS

 

Section   1.  The number of directors, which shall not be less than three, may be fixed or changed at a meeting of shareholders called for the purpose of electing directors.  The first board shall consist of four directors.  Except where the law, the articles of incorporation, or these regulations require any action to be authorized or taken by shareholders, all of the authority of the corporation shall be exercised by the directors.  The directors shall be elected at the annual meeting of shareholders, except as provided in Section 2 of this article, and each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death.  When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose.  Directors need not be shareholders.

 

Section 2.  If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the remaining directors, though less than a quorum, shall by a vote of a majority of their number, choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred.

 

Section 3.  For their own government the directors may adopt by-laws not inconsistent with the articles of incorporation or these regulations.

 

Section 4.  The directors may hold their meeting, and keep the books of the corporation, outside the State of Ohio, at such places as they may from time to time determine but, if no transfer agent is appointed to act for the corporation in Ohio, it shall keep an office in Ohio at which shares shall be transferable and at which it shall keep books in which shall be recorded the names and addresses of all shareholders and all transfers of shares.

 

5


 

COMMITTEES

 

Section 5.  The directors may at any time elect three or more of their number as an executive committee or other committee, which shall, in the interval between meetings of the board of directors, exercise such powers and perform such duties as may from time to time be prescribed by the board of directors.  Any such committee shall be subject at all times to the control and direction of the board of directors.  Unless otherwise ordered by the board of directors, any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all its members.  An act or authorization of an act by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the board of directors.

 

Section 6.  The committee shall keep regular minutes of their proceedings and report the same to the board when required.

 

COMPENSATION OF DIRECTORS

 

Section 7.  Directors, as such, shall not receive any stated salary for their services but by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed for attendance at each regular or special meeting of the board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

Section 8.  Members of the executive committee or other committees may be allowed like compensation for attending committee meetings.

 

6


 

MEETINGS OF THE BOARD

 

Section 9.  The first meeting of each newly elected board shall be held at such time and place, either within or without the State of Ohio, as shall be fixed by the vote of the shareholders at the annual meeting, of which two days’ notice shall be delivered personally or sent by mail or telegram to each newly elected director.  Such meeting may be held at any place or time as may be fixed by the consent in writing of all the directors, given either before or after the meeting.

 

Section 10.  Regular meetings of the board may be held at such time and place, either within or without the State of Ohio, as shall be determined by the board.

 

Section 11.  Special meetings of the board may be called by the president, any vice president, or by two directors on five days’ notice to each director, either delivered personally or sent by mail, telegram or cablegram.  The notice need not specify the purposes of the meeting.

 

Section 12.  At all meetings of the board a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation or by these regulations.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.  Notice of adjournment of a meeting need not be given to absent directors if the time and place are fixed at the meeting adjourned.

 

Section 13.  Unless the articles or these regulations prohibit the authorization or taking of any action of the directors without a meeting, any action which may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the directors, which writing or writings shall be filed with or entered upon the records of the corporation.

 

7


 

REMOVAL OF DIRECTORS

 

Section 14.  All the directors, or all the directors of a particular class, if any, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class, if any, are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal which, if cumulatively voted at an election of all the directors, or all the directors of a particular class, if any, as the case may be, would be sufficient to elect at least one director.  In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed.  Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

 

ARTICLE IV

 

NOTICES

 

Section 1.  Notices to directors and shareholders shall be in writing and delivered personally or mailed to the directors or shareholders at their addresses appearing on the books of the corporation.  Notice by mail shall be deemed to be given at the time when the same shall be mailed.  Notice to directors and shareholders may also be given by telegram or telephone.

 

Section 2.  Notice of the time, place and purposes of any meeting of shareholders or directors as the case may be, whether required by law, the articles of incorporation or these regulations, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting.

 

8

 

ARTICLE V

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.  Any two or more of such offices except the offices of president and vice president, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these regulations to be executed, acknowledged or verified by any two or more officers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president from its own number, and a vice president, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify in their stead.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors.  If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the board of directors.

 

9


 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors, shall be ex officio a member of the executive committee or any other committee, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

THE VICE PRESIDENTS

 

Section 8.  The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president.  They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

 

10


 

Section 10.  The assistant secretaries in the order of their seniority unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary.  They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

11


 

Section 14.  The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.  They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE VI

 

CERTIFICATES OF STOCK

 

Section 1.  Each holder of shares is entitled to one or more certificates, signed by the president or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation.  Every certificate shall state that the corporation is organized under the laws of Ohio, the name of the person to whom the shares represented by the certificate are issued, the number of shares represented by the certificate, and the par value of each share represented by it or that the shares are without par value, and if the shares are classified, the designation of the class, and the series, if any, of the shares represented by the certificate.  There shall also be stated on the face or back of the certificate the express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue, or a summary of such express terms, or that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor, or that a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate.

 

12


 

Section 2.  In case of any restriction on transferability of shares or reservation of lien thereon, the certificate representing such shares shall set forth on the face or back thereof the statements required by the General Corporation Law of Ohio to make such restrictions or reservations effective.

 

Section 3.  Where a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of the officers specified in Section 1 of this article may be facsimile, engraved, stamped, or printed.  Although any officer of the corporation, whose manual or facsimile signature has been placed upon such certificate, ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

 

LOST CERTIFICATES

 

Section 4.  The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

 

TRANSFERS OF STOCK

 

Section 5.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

13


 

Section 6.  For any lawful purpose, including without limitation, (1) the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases, the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be.

 

Section 7.  If a meeting of the shareholders is called by persons entitled to call the same, or action is taken by shareholders without a meeting, and if the directors fail or refuse, within such time as the persons calling such meeting or initiating such other action may request, to fix a record date for the purpose of determining the shareholders entitled to receive notice of or vote at such meeting, or to participate in the execution of written consents, waivers, or releases, then the persons calling such meeting or initiating such other action may fix a record date for such purposes, subject to the limitations set forth in Section 6 of this article.

 

Section 8.  The record date for the purpose of clause (1) of Section 6 of this article shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who shall have fixed the original record date shall, subject to the limitations set forth in

 

14


 

Section 6 of this article, fix another date, and in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of said date in accordance with the same requirements as those applying to a meeting newly called.

 

Section 9.  The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in Section 6 of this article, including the date of the meeting of the shareholders and the period ending with the date, if any, to which adjourned.  If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of shareholders, shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

 

Section 10.  The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Ohio.

 

ARTICLE VII

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  The board of directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its articles of incorporation.

 

15


 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

ANNUAL STATEMENT

 

Section 3.  At the annual meeting of shareholders, or the meeting held in lieu thereof, the corporation shall prepare and lay before the shareholders a financial statement consisting of:  A balance sheet containing a summary of the assets, liabilities, stated capital, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) of the corporation as of a date not more than four months before such meeting; if such meeting is an adjourned meeting, said balance sheet may be as of a date not more than four months before the date of the meeting as originally convened; and a statement of profit and loss and surplus including a summary of profits, dividends paid, and other changes in the surplus accounts of the corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of said balance sheet, or in the case of the first statement of profit and loss, from the incorporation of the corporation to the date of said balance sheet.

 

The financial statement shall have appended thereto a certificate signed by the president or a vice president or the treasurer or an assistant treasurer or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the position of the corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent for the period covered thereby, or such other certificate as is in accordance with sound accounting practice.

 

16


 

Section 4.  Upon the written request of any shareholder made within sixty days after notice of any such meeting has been given, the corporation, not later than the fifth day after receiving such request or the fifth day before such meeting, whichever is the later date, shall mail to such shareholder a copy of such financial statement.

 

CHECKS

 

Section 5.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 6.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 7.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Ohio”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 

ARTICLE VIII

 

AMENDMENTS

 

Section 1.  These regulations may be amended or new regulations adopted by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on such proposal, at any regular meeting of the shareholders, or at any special meeting of the shareholders if notice of the proposal to amend or add to the regulations be contained in the notice of the meeting, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal.

 

17


 EX-3.60 56 a2188402zex-3_60.htm EXHIBIT 3.60

Exhibit 3.60

 

OREGON

 

ARTICLES OF INCORPORATION

 

OF

 

TERRY INDUSTRIES OF OREGON, INC.

 

* * * * *

 

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Oregon Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

 

ARTICLE ONE

 

The name of the corporation is

 

TERRY INDUSTRIES OF OREGON, INC.

 

ARTICLE TWO

 

The period of existence of the corporation shall be perpetual.

 

ARTICLE THREE

 

The purpose or purposes for which the corporation is organized are:  To design, manufacture, assemble, fabricate, produce, import, receive, lease as leasee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge or otherwise encumber, sell, assign, lease as lessor, distribute, export and generally trade and deal in and with, at wholesale or retail, as principal, agent or other, mobile homes, travel trailers and allied products.

 

ARTICLE FOUR

 

The aggregate number of shares which the corporation shall have authority to issue is two hundred fifty (250) shares of the par value of One Hundred Dollars ($100.00) each.

 


 

ARTICLE FIVE

 

The address of the initial registered office of the corporation is 800 Pacific Bldg., Portland, Oregon 97204 and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

 

ARTICLE SIX

 

The number of directors of the corporation may be fixed by the by-laws, but shall not be less than three (3), except that in cases where all shares of a corporation are owned beneficially and of record by fewer than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

 

The number of directors constituting the initial board of directors is Four (4), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

 

NAMES

 

ADDRESSES

 

 

 

JOHN C. CREAN

 

3196 Myers Street
Riverside, California

 

 

 

DALE T. SKINNER

 

3196 Myers Street
Riverside, California

 

 

 

WILLIAM W. WEIDE

 

3196 Myers Street
Riverside, California

 

 

 

DONNA S. CREAN

 

3196 Myers Street
Riverside, California

 

ARTICLE SEVEN

 

The names and addresses of the incorporators are:

 

NAMES

 

ADDRESSES

 

 

 

SHELDON KASOWER

 

510 South Spring Street
Los Angeles, California  90013

 

 

 

GERALD R. SMITH

 

510 South Spring Street
Los Angeles, California  90013

 

2


 

ARTICLE EIGHT

 

Each shareholder shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

 

No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

 

Directors are to have the power to fill vacancies and newly created directorships resulting from any increase in the authorized number of directors.

 

IN WITNESS WHEREOF, we have hereunto set our hands this 14th day of September, 1968.

 

 

 /s/ Sheldon Kasower

 

Sheldon Kasower

 

 

 

 /s/ Gerald R. Smith

 

Gerald R. Smith

 

3


 

STATE OF CALIFORNIA

)

 

)

SS.

COUNTY OF LOS ANGELES

)

 

I, G. S. BROWN, a notary public do hereby certify that on this 14th day of September, 1968, personally appeared before me, SHELDON KASOWER and GERALD R. SMITH, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

 

 

 /s/ G.S. Brown

 

Notary Public

 

(Notarial Seal)

 

My commission expires:  April 18, 1970

 

4


 EX-3.61 57 a2188402zex-3_61.htm EXHIBIT 3.61

Exhibit 3.61

 

TERRY INDUSTRIES OF OREGON INC.

 

*****

 

BY - LAWS

 

*****

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in 800 Pacific Bldg., Portland, Oregon, 97204.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Oregon as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, at such place as may be fixed from time to time by the board of directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1969, shall be held on the second Tuesday in August, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:45 A.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 


 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Oregon as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

2


 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

3


 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four.  Directors need not be residents of the State of Oregon nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Oregon, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

4


 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of Oregon.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on five days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

5


 

Section 7.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

6


 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president from among the directors, and shall choose one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

7

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

THE VICE-PRESIDENTS

 

Section 8.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

8


 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be desinated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

9


 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Oregon.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

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CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Oregon.

 

11


 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

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CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Oregon”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

 

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CERTIFICATE OF AMENDMENT OF BY-LAWS

 

The undersigned hereby certifies that he is the Assistant Secretary of TERRY INDUSTRIES OF OREGON, INC., a Oregon Corporation, and further certifies that at a meeting of the Board of Directors of said corporation duly and regularly held on the 1st day of September, 1969, the following resolution amending the By-Laws of said corporation was duly adopted:

 

RESOLVED, that Section 2 of Article II of the By-Laws of this corporation be amended to read in full as follows:

 

“An annual meeting of the shareholders shall be held on the second Tuesday in August, if not a legal holiday and if a legal holiday, then on the next business day following at 1:00 o’clock p.m., when they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.”

 

 

 

 /s/ David R. Marriner

 

David R. Marriner

 

Assistant Secretary

 


 EX-3.62 58 a2188402zex-3_62.htm EXHIBIT 3.62

Exhibit 3.62

 

ARTICLES OF INCORPORATION

 

OF

 

PROWLER INDUSTRIES OF TEXAS, INC.

 

We, the undersigned natural persons of the age of twenty-one years or more, at least two of whom are citizens of the State of Texas acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation.

 

ARTICLE I

 

The name of the Corporation is PROWLER INDUSTRIES OF TEXAS, INC.

 

ARTICLE II

 

The period of its duration is perpetual.

 

ARTICLE III

 

The purpose or purposes for which the Corporation is organized are to design, manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge or otherwise incumber, sell, assign, lease as lessor, distribute, export and generally trade and deal in and with, at wholesale or retail, as principal, agent or otherwise, goods, wares, merchandise, articles of commerce, and personal property of every kind, nature and description.

 

ARTICLE IV

 

The aggregate number of shares which the Corporation shall have authority to issue is Two Hundred Fifty (250) at the par value of One Hundred Dollars ($100.00) each.

 


 

ARTICLE V

 

The Corporation shall not commence business until it has received for the issuance of its shares a consideration of the value of One Thousand Dollars ($1,000.00) consisting of money, labor done or property actually received which sum is not less than One Thousand Dollars ($1,000.00).

 

ARTICLE VI

 

The Post Office address of its initial registered office is Republic National Bank Building, Pacific at Ervay, Dallas, Texas, and the name of its registered agent at such address is C T CORPORATION SYSTEM.

 

ARTICLE VII

 

The number of Directors of the Corporation shall be fixed by the by-laws which shall not be less than three.

 

The number of Directors constituting the initial Board of Directors is four and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

 

John C. Crean
3125 Myers Street
Riverside, California

 

Dale T. Skinner
3125 Myers Street
Riverside, California

 

Jack E. Dahl
3125 Myers Street
Riverside, California

 

William W. Weide
3125 Myers Street
Riverside, California

 

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ARTICLE VIII

 

The names and addresses of the incorporators are:

 

Henry H. Harbour
404 North Green Street
Longview, Texas 75601

 

Earl Roberts, Jr.
404 North Green Street
Longview, Texas 75601

 

H. P. Smead, Jr.
404 North Green Street
Longview, Texas 75601

 

EXECUTED this the 19th day of October, 1970.

 

 

 /s/ Henry H. Harbour

 

HENRY H. HARBOUR

 

 

 

 /s/ Earl Roberts, Jr.

 

EARL ROBERTS, JR.

 

 

 

 /s/ H. P. Smead, Jr.

 

H. P. SMEAD, JR.

 

3


 EX-3.63 59 a2188402zex-3_63.htm EXHIBIT 3.63

Exhibit 3.63

 

PROWLER INDUSTRIES OF TEXAS, INC.

 

*  *  *  *  *  *

 

BY – LAWS

 

*  *  *  *  *  *

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in the City of Dallas, State of Texas.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in the City of Longview, State of Texas, or at such place as may be fixed from time to time by the Board of Directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1971, shall be held on the second Tuesday of August if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Texas as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the

 

2


 

articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders 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, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

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ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four.  Directors need not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Texas, at such place or places as they may from time to time determine.

 

4


 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors, then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

5


 

Section 6.  A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

6


 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or by these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer.  The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

 

Section 2.  The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

 

Section 3.  The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

 

7

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.  Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

 

THE PRESIDENT

 

Section 6.  The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

 

THE VICE-PRESIDENTS

 

Section 8.  The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties

 

8


 

for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

 

9


 

Section 13.  If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Texas.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

10


 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days.  If the stock transfer books shall be closed for the

 

11


 

purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.

 

12


 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

13


 

CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer officers or such other person or persons as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These by-laws may be altered, amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting.

 

The power to repeal, amend the by-laws, and adopt new by-laws may be delegated to the board of directors by a similar vote at any such meeting.  The power, when delegated, may be revoked by a similar vote at any meeting of the shareholders.

 

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 EX-3.64 60 a2188402zex-3_64.htm EXHIBIT 3.64

Exhibit 3.64

 

ARTICLES OF INCORPORATION

OF

ARMADA MANUFACTURING COMPANY

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify that:

 

One:   The name of this corporation is: ARMADA MANUFACTURING COMPANY

 

Two:  The purposes for which this corporation is formed are:

 

(a)       The specific business in which the corporation is primarily to engage is

 

Manufacture and Sale of Rafters, Cabinets and Other Wood Products.

 

(b)      To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)       To purchase, acquire, own, hold, use lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in California, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

1


 

(d)      To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

(e)       To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 

(f)       To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

(g)      To become a partner (either general limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, so promote the interests of this corporation or to enhance the value of its property or business.

 

2


 

(h)      From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)        To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of California or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

(j)        To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)       To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

3


 

(l)        To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California as the same are now in force, or may be hereafter amended.

 

(m)      To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral* rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

(n)      To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)      To have and to exercise all the powers conferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

4


 

Three:      The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Riverside.

 

Four:        This corporation is authorized to issue only one class of shares of stock. The total number of said shares shall be 250. The aggregate par value of all of said shares shall be twenty-five thousand dollars ($25,000), and the par value of each of said shares shall be one hundred dollars ($100).

 

Five:                 (a)   The number of directors shall be Four

 

(b)   The names and addresses of those who are appointed to act as the first directors of this corporation are:

 

Name

 

Address

 

 

 

Jack E. Dahl

 

3125 Myers Street

 

 

Riverside, California 92503

 

 

 

William W. Weide

 

3125 Myers Street

 

 

Riverside, California 92503

 

 

 

C. Daniel Stretch

 

3125 Myers Street

 

 

Riverside, California 92503

 

 

 

William H. Lear

 

3125 Myers Street

 

 

Riverside, California 92503

 

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 3rd day of February, 1972.

 

 

 

Jack E. Dahl

 

 

 

 

William W. Weide

 

 

 

 

C. Daniel Stretch

 

 

 

 

William H. Lear

 

5


 

STATE OF CALIFORNIA

)

 

)  ss.

COUNTY OF RIVERSIDE

)

 

On this 3rd day of February, 1972, before me, the undersigned Notary Public in and for said State, personally appeared JACK E. DAHL, WILLIAM W. WEIDE, C. DANIEL STRETCH and WILLIAM H. LEAR, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation and acknowledged to me that they executed the same.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

 

 

seal

(NOTARIAL SEAL)

 

6


 

CERTIFICATION OF AMENDMENT

OF

ARTICLES OF INCORPORATION

 

WILLIAM W. WEIDE and WILLIAM H. LEAR certify:

 

1.               That they are the President and the Secretary, respectively, of ARMADA MANUFACTURING COMPANY, a California corporation.

 

2.               That at a meeting of the Board of Directors of said corporation duly held at Riverside, California, on June 10, 1976, the following Resolution was adopted:

 

“RESOLVED, That Article One of the Articles of Incorporation of this corporation be amended to read as follows:

 

‘One:     The name of this corporation is: GOLD SHIELD FIBERGLASS, INC.’

 

“RESOLVED FURTHER, That the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the office of the California Secretary of State,

 

“RESOLVED FURTHER, That the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.”

 

3.               That the sole shareholder has adopted said amendment by resolution at a meeting held at Riverside, California, on June 10, 1976, in which the shareholder of the company was represented by proxy, in the name of William W. Weide. That the wording of the amended article, as set forth in the shareholders’ resolution, is the same as set forth in the directors’ resolution in paragraph 2 above.

 

 

 

 

William W. Weide, President

 

 

 

 

William H. Lear, Secretary

 

Each of the undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Riverside, California, on June 16, 1976.

 

 

 

William W. Weide, President

 

 

 

 


 

CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
OF
GOLD SHIELD FIBERGLASS, INC.

 

GLENN F. KUMMER and WILLIAM H. LEAR certify:

 

1.                                       That they are the President and the Secretary respectively, of GOLD SHIELD FIBERGLASS, INC., a California corporation.

 

2.                                       That the following resolution relating to amendment of the Company’s Articles of Incorporation was adopted by unanimous written consent of the company’s Board of Directors without a meeting.

 

RESOLVED that the Article One of the Articles of Incorporation of this corporation be amended to read as follows:

 

“One:      The name of the corporation is GOLD SHIELD, INC.”

 

RESOLVED FURTHER, that the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the office of the California Secretary of State.

 

RESOLVED FURTHER, that the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.

 

3.                                       That the sole shareholder of the company, represented by proxy in the name of Glenn F. Kummer, has adopted said amendment by written consent. That the wording of the amended article, as set forth in the shareholder’s resolution, is the same as set forth in the directors’ resolution in paragraph 2 above.

 

 

 

Glenn F. Kummer, President

 

 

 

 

William H. Lear, Secretary

 

Each of the undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Riverside, California on October 27, 1992.

 

 

 

Glenn F. Kummer, President

 

 

William H. Lear, Secretary

 


 EX-3.65 61 a2188402zex-3_65.htm EXHIBIT 3.65

Exhibit 3.65

 

BYLAWS FOR THE REGULATION OF

 

GOLD SHIELD FIBERGLASS, INC.,

a California corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 2.01           Annual Meetings.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.02           Special Meetings.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as may be determined by the board of directors within the limits fixed by law.

 

Section 2.03           Place of Meetings.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 


 

Section 2.04           Notice of Meetings.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 2.05           Conduct of Meetings.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

ARTICLE III

 

Directors

 

Section 3.01           Number.  The number of directors of the corporation shall be four (4) until changed in accordance with applicable law.

 

Section 3.02           Meetings of the Board.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the state of California, for the holding of any meeting.  If no such designation is made, (i) any meeting called by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the

 

2


 

county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 4.01           Indemnification.  This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

Section 4.02           Right to Indemnification.  This section shall create a right of indemnification for each person referred to in Section 4.01, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

3


 

Section 4.03           Insurance.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

ARTICLE V

 

Officers

 

Section 5.01           Officers.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 5.02           Limited Authority of Officers.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

4


 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 3.01, by the directors.

 

5


 EX-3.66 62 a2188402zex-3_66.htm EXHIBIT 3.66

Exhibit 3.66

 

ARTICLES OF INCORPORATION

OF

 

GOLD SHIELD FIBERGLASS OF INDIANA, INC.

 

The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of:

 

(Indicate appropriate act)

x Indiana General Corporation Act

o Medical Professional Corporation Act

o Dental Professional Corporation Act

o Professional Corporation Act of 1965

o I.C. 23-1-13.5 (Professional Accounting Corporations)

     pursuant to the Indiana General Corporation Act.

(Professional Accounting Corporations are considered to be formed pursuant to the authority of the Indiana General Corporation Act, but subject to the provisions of I.C. 23-1-13.5)

 

as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation:

 

ARTICLE I
Name

 

The name of the Corporation is GOLD SHIELD FIBERGLASS OF INDIANA, INC.

 

ARTICLE II
Purposes

 

The purposes for which the Corporation is formed are:

 

To engage in the transaction of any or all lawful business for which corporations may be incorporated under The Indiana General Corporation Act.

 

1


 

ARTICLE III

Period of Existence

 

The period during which the Corporation shall continue is perpetual

(perpetual or a stated period of time)

 

ARTICLE IV

Resident Agent and Principal Office

 

Section 1. Resident Agent. The name and address of the Corporation’s Resident Agent for service of process is

 

 

 

C T CORPORATION SYSTEM

 

1011 Merchants Bank Building

(Name)

 

(Number and Street or Building)

 

Indianapolis

 

Indiana

 

46204

(City)

 

(State)

 

(Zip Code)

 

Section 2. Principal Office. The post office address of the principal office of the Corporation is

1011 Merchants Bank Building

 

Indianapolis

 

Indiana

 

46204

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip Code)

 

(The resident agent and principal office address must be located in Indiana.)

 

ARTICLE V

Authorized Shares

 

Section 1. Number of Shares:

 

The total number of shares which the Corporation is to have authority to issue is 250.

 

A.    The number of authorized shares which the corporation designates as having par value is 250 with a par value of $ 100.00.

 

B.    The number of authorized shares which the corporation designates as without par value is none.

 

Section 2. Terms of Shares (if any): none

 

2


 

ARTICLE VI

Requirements Prior to Doing Business

 

The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.

 

ARTICLE VII

Director(s)

 

Section 1. Number of Directors: The initial Board of Directors is composed of 3 member(s). The number of directors may be from time to time fixed by the By-Laws of the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be 3.

 

Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial Board of Director(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

 

 

 

 

 

 

 

 

 

 

 

John C. Crean

 

c/o Fleetwood Enterprises, Inc., 3125 Myers,

 

Riverside

 

CA

 

92523

 

William W. Weide

 

c/o Fleetwood Enterprises, Inc., 3125 Myers,

 

Riverside

 

CA

 

92523

 

Dale T. Skinner

 

c/o Fleetwood Enterprises, Inc., 3125 Myers,

 

Riverside

 

CA

 

92523

 

 

Section 3. Qualifications of Directors (if any):  none

 

3


 

ARTICLE VIII

Incorporator(s)

 

The name(s) and post office address(es) of the incorporator(s) of the Corporation is (are):

 

Name

 

Number and Street or Building

 

City

 

State

 

Zip Code

 

 

 

 

 

 

 

 

 

 

 

M. A. Shelton

 

700 S. Flower St., Ste. 1010,

 

Los Angeles,

 

CA

 

90017

 

D. A. Tiu

 

700 S. Flower St., Ste. 1010,

 

Los Angeles,

 

CA

 

90017

 

K. Gatell

 

700 S. Flower St., Ste. 1010,

 

Los Angeles,

 

CA

 

90017

 

 

ARTICLE IX

Provisions for Regulation of Business

and Conduct of Affairs of Corporation

 

(“Powers” of the Corporation, its directors or shareholders)

 

Meetings of shareholders may be held without the State of Indiana if the by–laws so provide.  The books of the Corporation, except the duplicate stock register or transfer book, may be kept outside the State of Indiana at such place or places as may be from time to time designated by the board of directors.

 

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the Minutes of Proceedings of the Board of Directors or such committee.

 

4

 

IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII, execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 10 day of June, 1982.

 

 

(Written Signature)

 

(Written Signature)

 

 

 

M. A. Shelton

 

D. A. Tiu

(Printed Signature)

 

(Printed Signature)

 

 

 

 

 

 

 

(Written Signature)

 

 

 

 

 

K. Gatell

 

 

(Printed Signature)

 

STATE OF California

)

 

) ss:

COUNTY OF Los Angeles

)

 

I, the undersigned, a Notary Public duly commissioned to take acknowledgements and administer oaths in the State of California, certify that M. A. Shelton, D. A. Tiu, and K. Gatell, being all of the incorporator(s) referred to in Article VIII 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 10 day of June, 1982.

 

 

 

 

 

 

 

 

 

(Written Signature)

 

 

 

 

 

Ramona E. Meza

 

 

(Printed Signature)

 

My Commission Expires: May 20, 1983

 

Notary Public

 

This instrument was prepared by William H. Lear, Attorney at Law,

(Name)

 

 

Fleetwood Enterprises, Inc., P.O. Box 7638,

 

Riverside,

 

CA

 

92503

 

 

(Number and Street or Building)

 

(City)

 

(State)

 

(Zip Code)

 

 

5


 

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

 

ARTICLES OF AMENDMENT

 

To Whom These Presents Come, Greeting:

 

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

 

GOLD SHIELD FIBERGLASS OF INDIANA INC

 

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the

 

Indiana Business Corporation Law,

 

as amended.

 

The name of the corporation is amended as follows:

 

GOLD SHIELD OF INDIANA, INC.

 

NOW, THEREFORE, I, JOSEPH H. HOGSETT, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

 

The effective date of these Articles of Amendment is April 26, 1993.

 

 

 

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-sixth day of April    , 1933

 

 

 

 

JOSEPH H. HOGSETT, Secretary of State

 

 

 

By

 

Deputy

 


 

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF:

 

The undersigned officers of GOLD SHIELD FIBERGLASS OF INDIANA, INC.

 

(hereinafter referred to as the “Corporation”) existing pursuant to the provisions of:

 

(Indicate appropriate act)

x Indiana Business Corporation Law

 

o Indiana Professional Corporation Act of 1983

 

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:

 

ARTICLE I Amendment(s)

 

SECTION 1 The date of incorporation of the corporation is: June 11, 1982

 

SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is: GOLD SHIELD OF INDIANA, INC.

 

SECTION 3

 

The exact text of Article(s) I                                                    of the Articles of Incorporation is now as follows:

 

RESOLVED that Article I of the Articles of Incorporation of this corporation be amended to read as follows: “The name of the Corporation is GOLD SHIELD OF INDIANA, INC.”

 

RESOLVED FURTHER, that the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Certificate of Amendment of Incorporation of this corporation setting forth such change in this corporation’s Articles of Incorporation and they are further authorized and directed to cause such Certificate of Amendment to be filed with the office of the Indiana Secretary of State. RESOLVED FURTHER, that the officers of this corporation and each of them be and they hereby are authorized and directed to execute all documents and take such action as they deem necessary or advisable in order to carry out the purposes of these resolutions.

 

SECTION 4 Date of each amendments adoption March 3 1993

 


 

ARTICLE II Manner of Adoption and Vote

 

SECTION 1 Action by Directors:

 

The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provision of Article(s) I         of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on N/A, allowing such Shareholders to vote on the proposed amendment.

 

The resolution was adopted by: (Select appropriate paragraph)

 

(a)        Vote of the Board of Directors at a meeting held on               , 19     , at which a quorum of such Board was present.

 

(b)   Written consent executed on March 3, 1993, and signed by all members of the Board of Directors.

 

SECTION 2 Action by Shareholders:

 

The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by: (Select appropriate paragraph)

 

(a)  Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows:

 

 

 

 

TOTAL

 

SHAREHOLDERS ENTITLED TO VOTE:

 

 

 

 

 

 

 

SHAREHOLDERS VOTED IN FAVOR:

 

 

 

 

 

 

 

SHAREHOLDERS VOTED AGAINST:

 

 

 

(b) Written consent executed on March 3, 1993, and signed by all such Shareholders.

 

SECTION 3 Compliance with Legal Requirements.

 

The manner of the adoption of the Articles of Amendment 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.

 

I hereby verify subject to the penalties of perjury that the statements contained are true this 19th day of April, 1993.

 

Current Officer’s Signature

 

Officer’s Name Printed

 

William H. Lear

 

 

 

Officer’s Title

 

 

Secretary

 

 

 


 EX-3.67 63 a2188402zex-3_67.htm EXHIBIT 3.67

Exhibit 3.67

 

GOLD SHIELD FIBERGLASS OF INDIANA, INC.
An Indiana Corporation

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in the City of Indianapolis, Indiana.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Indiana as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day each year at 2:30 o’clock p.m., or at such other time and on such other date as the Board of Directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, or such place as may be fixed from time to time by the Board of Directors.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer of persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place with or without the State of Indiana as shall be stated in the notice of the meeting or in a duly executed executed waiver of notice thereof.

 

Section 2.  Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the Board of Directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

 

Section 3.  Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall

 

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have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

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ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be three (3).  Directors need not be residents of the State of Indiana nor shareholders of the corporation.  The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first Board of Directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

 

Section 3.  The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Indiana, at such place or places as they may from time to time determine.

 

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Section 5.  The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the Board of Directors, regular or special, may be held either within or without the State of Indiana.

 

Section 2.  The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the Annual Meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

 

Section 4.  Special meetings of the Board of Directors may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

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Section 6.  Majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Incorporation.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the Articles of Incorporation.  If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The Board of Directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required.

 

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ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to Directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a Secretary and a Treasurer.  The Board of Directors may also choose additional Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers.

 

Section 2.  The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a President, one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board.

 

7

 

Section 3.  The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 4.  The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

 

Section 5.  The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

 

THE PRESIDENT

 

Section 6.  The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

 

Section 7.  He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly deleated by the Board of Directors to some other officer or agent of the corporation.

 

THE VICE PRESIDENTS

 

Section 8.  The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

8


 

THE SECRETARY AND ASSISTANT SECRETARIES

 

Section 9.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committee when required.  He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 

Section 10.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

THE TREASURER AND ASSISTANT TREASURERS

 

Section 11.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

 

9


 

Section 12.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial conditions of the corporation.

 

Section 13.  If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

 

Section 14.  The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

ARTICLE X

 

CERTIFICATES FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the President or the Vice President and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

10


 

When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificates shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

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TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed, the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

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REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Virginia.

 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

 

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ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Subject to the provisions of the Articles of Incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

 

CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

 

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SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its origanization and the words “Corporate Seal, State of Indiana”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board.

 

ARTICLE XIII

 

DIRECTORS’ ANNUAL REPORT

 

Section 1.  The Directors shall cause to be sent to the shareholders not later than one hundred twenty days after the close of the fiscal year, a report which shall include a balance sheet as of the closing date of the last fiscal year, and a statement of income or profit and loss, for the year ended on that date, certified by the President, Secretary, Treasurer or a public accountant.  The balance sheet shall set forth the bases employed in stating the valuation of the assets and any changes in such bases during the preceding year; the amount of the surplus, the sources thereof and any changes therein during the past year; the number of shares of each class authorized and outstanding and the number of shares, if any, carried as treasury shares, the cost thereof and the source from which such cost was paid; and the amounts, if any, of loans or advances to or from officers, shareholders and employees.  The statement of income or profit and loss shall disclose the amount of income or loss, setting forth in particular the amounts of

 

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depreciation, depletion, amortization, interest and extraordinary income or charges, and the amount of income from subsidiary corporations, if any.  In case no adequate written or printed statement of its affairs has been given to the shareholders for six months and shareholders holding at least ten percent of the number of outstanding shares make a written request to the Secretary, Assistant Secretary or Treasurer of the corporation therefor, a statement, including a balance sheet as of the end of the preceding calendar month and a statement of income or profit and loss for a period from the end of the preceding fiscal year to the end of the preceding calendar month, shall be delivered to the person or persons making the request within thirty days thereafter and a copy thereof shall be kept on file in the principal office of the corporation for a period of twelve months for inspection by any shareholder demanding an examination thereof or a copy thereof shall be mailed to such shareholders.

 

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CERTIFICATE OF AMENDMENT OF BYLAWS

 

The undersigned hereby certifies that he is the Secretary of GOLD SHIELD FIBERGLASS OF INDIANA, INC., an Indiana corporation, and further certifies that at a meeting of the shareholders of said corporation duly and regularly held on the 13th day of September, 1983, the following resolution amending the Bylaws of said corporation was unanimously adopted:

 

RESOLVED, that Section 1 of Article V of the Bylaws of this corporation be amended to read as follows:

 

Section 1.  The number of directors shall be four (4).  Directors need not be residents of the State of Indiana nor shareholders of the corporation.  The directors, other than the first Board of Directors shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first Board of Directors shall hold office until the first annual meeting of shareholders.

 

RESOLVED FURTHER, that the President or any Vice President and the Secretary or Assistant Secretary of this corporation are hereby authorized and directed to prepare a Bylaw amendment setting forth such change in the corporation’s Bylaws.

 

 

 

/s/ William H. Lear

 

William H. Lear, Secretary

 


 EX-3.68 64 a2188402zex-3_68.htm EXHIBIT 3.68

Exhibit 3.68

 

ARTICLES OF INCORPORATION

 

OF

 

ARMADA MANUFACTURING COMPANY OF IDAHO

 

*    *    *    *    *

 

We, the undersigned, all of whom are of full age, and citizens of the United States of America, hereby sign and acknowledge the following Articles of Incorporation for the purpose of forming a corporation under the laws of the State of Idaho:

 

FIRST:  The name of the corporation is ARMADA MANUFACTURING COMPANY OF IDAHO.

 

SECOND:  The purposes are:

 

(a)  To build rafters, chassis and other components of mobile homes and other products

 

(b)  To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)  To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in Idaho, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 


 

(d)  To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets therof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

(e)  To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 

(f)  To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

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(g)  To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)  From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or priviledge which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)  To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of Idaho or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights, powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

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(j)  To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)  To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

(l)  To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Idaho as the same are now in force, or may be hereafter amended.

 

(m)  To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

4


 

(n)  To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)  To have and to exercise all the powers conferred by the laws of Idaho upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

(p)  In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of Idaho upon corporations formed under the Business Corporation Act of the State of Idaho, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

THIRD:  The duration is to be perpetual.

 

FOURTH:  The location and post office address of its registered office in the State of Idaho is 711 1/2 Bannock Street, Boise, Idaho 83701.

 

5


 

FIFTH:  The total number of shares of stock which the corporation shall have authority to issue shall be two hundred fifty (250), with the par value of one hundred dollars ($100.00) each, amounting in the aggregate to twenty-five thousand dollars ($25,000.00) shall be all one class of stock.

 

SIXTH:  The names and post office addresses of the incorporators and the number of shares and class of stock subscribed for by each, are as follows:

 

NAMES

 

POST OFFICE ADDRESS

 

NUMBER OF SHARES

 

 

 

 

 

L. A. Lotorto

 

1218 Third Avenue
Seattle, Washington

 

1

 

 

 

 

 

J. P. S. Stout

 

1218 Third Avenue
Seattle, Washington

 

1

 

 

 

 

 

J. C. Caskey

 

1218 Third Avenue
Seattle, Washington

 

1

 

SEVENTH:  The shares of stock of the corporation which have been fully paid, shall not be subject to assessment for any purpose.

 

EIGHTH:  In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

 

To repeal and amend the Bylaws of the corporation and to adopt new Bylaws subject to the right of the shareholders to alter or repeal said Bylaws.

 

By resolution passed by a majority of the whole board, to designate two or more of the directors to constitute an executive committee, which to the extent provided in such resolution shall have and exercise the authority of the board of directors in the management of the business of the corporation.

 

6


 

When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a shareholders’ meeting duly called for that purpose, the board of directors shall have power and authority to sell, lease or exchange all the assets of the corporation, other than its franchise of being a corporation, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

 

NINTH:  This corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

 

In Witness Whereof, we do make and execute this certificate in triplicate, this 17th day of January, 1973.

 

 

 

 /s/ L. A. Lotorto

 

L. A. Lotorto

 

 

 

 

 

 /s/ J. P. S. Stout

 

J. P. S. Stout

 

 

 

 

 

 /s/ J. C. Caskey

 

J. C. Caskey

 

7


 

STATE OF WASHINGTON

)

 

 

)   SS:

 

COUNTY OF KING

)

 

 

On this 17th day of January, A. D. 1973, before me Catherine M. Smith, personally appeared L. A. Lotorto, J. P. S. Stout, and J. C. Caskey, known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same.

 

In Witness Whereof, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

(SEAL)

 

 

 

 /s/ Catherine M. Smith

 

8


 

AMENDMENT TO
ARTICLES OF INCORPORATION
OF
ARMADA MANUFACTURING COMPANY OF IDAHO

 

WILLIAM W. WEIDE and WILLIAM H. LEAR, President and Secretary, respectively, of ARMADA MANUFACTURING COMPANY OF IDAHO, an Idaho corporation, hereby certify that at a meeting of the Board of Directors of said corporation duly held at Riverside, California, on April 26, 1976, the Amendment of Article First of the Articles of Incorporation of this corporation was unanimously directed so that said Article shall read as follows:

 

“FIRST:  The name of this corporation is:  GOLD SHIELD INTERIORS, INC.”

 

The sole shareholder of the corporation has adopted said Amendment by Resolution at a meeting held at Riverside, California, on April 26, 1976, at which meeting the sole shareholder was represented by proxy in the name of William W. Weide.

 

 

 

 /s/ William W. Weide

 

William W. Weide, President

 

 

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

STATE OF CALIFORNIA

)

 

 

)   SS:

 

COUNTY OF RIVERSIDE

)

 

 

Before me, a Notary Public In and for the State of California, County of Riverside, personally appeared William W. Weide and William H. Lear, President and Secretary, respectively, of ARMADA MANUFACTURING COMPANY OF IDAHO, known to me to be the persons who executed the above Instrument on behalf of said corporation and acknowledged to me that such corporation executed the same.

 

 

 

 /s/ Sherry A. Fatten

 

Sherry A. Fatten, Notary Public

 


 

AMENDMENT TO

 

ARTICLES OF INCORPORATION

 

OF

 

GOLD SHIELD INTERIORS, INC.

 

GLENN F. KUMMER and WILLIAM H. LEAR, President and Secretary, respectively, of GOLD SHIELD INTERIORS, INC., an Idaho corporation, hereby certify that the following resolution relating to amendment of the Company’s Articles of Incorporation was adopted by unanimous written consent of the Company’s Board of Directors on June 21, 1982.

 

RESOLVED that Article First of the Articles of Incorporation of this corporation be amended to read as follows:

 

“FIRST:                             The name of this corporation is:

 

HAUSER LAKE LUMBER OPERATION, INC.”

 

The sole shareholder of the corporation, represented by proxy in the name of Glenn F. Kummer, has adopted said amendment by written consent.

 

 

 

 /s/ Glenn F. Kummer

 

Glenn F. Kummer, President

 

 

 

 

 

 /s/ William H. Lear

 

William H. Lear, Secretary

 

 

STATE OF CALIFORNIA

)

 

 

)   ss

 

COUNTY OF RIVERSIDE

)

 

 

Before me, a Notary Public in and for the State of California, County of Riverside, personally appeared Glenn F. Kummer and William H. Lear, President and Secretary, respectively, of GOLD SHIELD INTERIORS, INC., known to me to be the persons who executed the above instrument on behalf of said corporation and acknowledged to me that said corporation executed the same.

 

 

 

 /s/ Vera J. Schneider

 

Vera J. Schneider, Notary Public

 


 

STATE OF CALIFORNIA

)

 

 

)   SS

 

COUNTY OF RIVERSIDE

)

 

 

I, Vera J. Schneider, a notary public, do hereby certify that on this 6th day of July, 1982, personally appeared before me William H. Lear, who, being by me first duly sworn, declared that he is the Secretary of GOLD SHIELD INTERIORS, INC., that he signed the foregoing document as Secretary of the corporation, and that the statements therein contained are true.

 

 

 

 /s/ Vera J. Schneider

 

Notary Public for California

 

Residing at Riverside, California

 

My Commission expires October 21, 1983

 

2


 EX-3.69 65 a2188402zex-3_69.htm EXHIBIT 3.69

Exhibit 3.69

 

ARMADA MANUFACTURING COMPANY OF IDAHO

 

* * * * *

 

BY - L A W S

 

* * * * *

 

ARTICLE I

 

OFFICES

 

Section 1.  The registered office shall be located in Boise, Idaho.

 

Section 2.  The corporation may also have offices at such other places both within and without the State of Idaho as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

ANNUAL MEETINGS OF SHAREHOLDERS

 

Section 1.  All meetings of shareholders for the election of directors shall be held in Riverside, State of California, at such place as may be fixed from time to time by the board of directors.

 

Section 2.  Annual meetings of shareholders, commencing with the year 1973, shall be held on the 2nd Tuesday of August if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

Section 3.  Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than ten (10) days before the date of the meeting.

 

The notice shall also set forth the purpose or purposes for which the meeting is called.

 


 

ARTICLE III

 

SPECIAL MEETINGS OF SHAREHOLDERS

 

Section 1.  Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Idaho as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth (1/10) of all the shares entitled to vote at the meeting.  Also, newly created directorships resulting from any increase in the number of directors may be filled by election at an annual or at a special meeting of shareholders called for that purpose.

 

Section 3.  Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat, at least ten (10) days before the date fixed for the meeting.

 

Section 4.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

ARTICLE IV

 

QUORUM AND VOTING OF STOCK

 

Section 1.  The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall

 

2


 

have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

 

Section 2.  If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

 

Section 3.  Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

 

In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

 

Section 4.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

3


 

ARTICLE V

 

DIRECTORS

 

Section 1.  The number of directors shall be four (4).  Directors need not be residents of the State of Idaho nor shareholders of the corporation.  The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.  The first board of directors shall hold office until the first annual meeting of shareholders.

 

Section 2.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Section 3.  The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

 

Section 4.  The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Idaho, at such place or places as they may from time to time determine.

 

Section 5.  The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

 

4


 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.  Meetings of the board of directors, regular or special, may be held either within or without the State of Idaho.

 

Section 2.  The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

 

Section 3.  Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

 

Section 4.  Special meetings of the board of directors may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

 

Section 5.  Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

5


 

Section 6.  Except to the extend prohibited by then applicable law, this corporation shall reimburse, indemnify and hold harmless each present and future director, officer and employee of this corporation and each person who, at the request of this corporation acts as a director, officer or employee of any other corporation in which this corporation has an interest, from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by him, including reasonable settlement payments, in connection with any claim, action, suit or-proceeding, or threat thereof, made or instituted, in which he may be involved or be made a party by reason of his being or having been a director, officer or employee of this corporation or such other corporation, or by reason of any action alleged to have been taken or omitted by him in such capacity, if a disinterested majority of the Board of Directors of this corporation (or, if a majority of the Board of Directors is not disinterested, then independent legal counsel) determines in good faith that such person was acting in good faith (a) within what he reasonably believed to be the scope of his authority or employment, and (b) for a purpose which he reasonably believed to be in the best interests of the corporation.

 

The right of indemnification provided in this section shall inure to each person referred to in this section, whether or not the claim asserted against him is based on matters which arose in whole or in part prior to the adoption of this section and in the event of his death shall extend to his legal representatives.  The right of indemnification provided in this section shall not be exclusive of any other rights to which any such person, or any other individual, may be entitled as a matter of law or under any agreement, vote of directors or stockholders or otherwise.

 

Section 7.  Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

 

6


 

ARTICLE VII

 

EXECUTIVE COMMITTEE

 

Section 1.  The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law.  Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

 

ARTICLE VIII

 

NOTICES

 

Section 1.  Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

 

Section 2.  Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be demmed equivalent to the giving of such notice.

 

7


 

ARTICLE IX

 

OFFICERS

 

Section 1.  The officers of the corporation shall be a president, a vice president, a secretary and a treasurer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, a vice chairman of the board, one or more additional vice president, one or more assistant secretaries and one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3.  One person may hold two or more offices, except those of president and secretary.

 

ELECTION

 

Section 2.  The officer of the corporation, except such officer as may be appointed in accordance with the provisions of Section 3 or Section 5, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

 

SUBORDINATE OFFICERS

 

Section 3.  The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall have such authority and perform such duties as are provided in these by-laws or as the board of directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

 

REMOVAL AND RESIGNATION

 

Section 4.  Any officer may be removed, either with or without cause by a majority of the directors at the time in office, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

 

8

 

Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

VACANCIES

 

Section 5.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the by-laws for regular appoints to such office.

 

CHAIRMAN OF THE BOARD

 

Section 6.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and excercise and perform such other powers and duties as may from time to time assigned to him by the board of directors or prescribed by these by-laws.

 

VICE CHAIRMAN OF THE BOARD

 

Section 7.  In the absence or disability of the chairman of the board, the vice chairman of the board, if there shall be such an officer, shall perform all the duties of the chairman of the board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chairman of the board.  The vice chairman shall have such other powers and perform such other duties as from time to time by the board of directors or these by-laws.

 

PRESIDENT

 

Section 8.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors,

 

9


 

have general supervision, direction and control of the business and affairs of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, at all meetings of all the standing committes, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors of these by-laws.

 

VICE PRESIDENT

 

Section 9.  In the absence or disability of the president, the vice president in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have the powers of, and be subject to all the restrictions upon, the president.  The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors of these by-laws.

 

SECRETARY

 

Section 10.  The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at shareholders’ meeting and the proceeding thereof.

 

The secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and thier addresses; the number and classes of shares held by each; the numbers and dates of certificate issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

 

10


 

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by these by-laws or by-law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these by-laws.  If for any reason the secretary shall fail to give notice of any special meeting of the board of directors called by one or more of the persons identified in the first paragraph of Article V Section 4, or if he shall fail to give notice of any special meeting of the shareholders called by one or more of the persons identified in Article III Section 2, then any such person or persons may give notice of any such special meeting.

 

TREASURER

 

Section 11.  The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of properties and business transaction of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times to be open to inspection of any director.

 

The treaurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these by-laws.

 

11


 

ARTICLE X

 

CERTIFICATE FOR SHARES

 

Section 1.  The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

 

When the corporation is authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Idaho.

 

Section 2.  The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

 

LOST CERTIFICATES

 

Section 3.  The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed.  When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

 

12


 

TRANSFERS OF SHARES

 

Section 4.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

 

CLOSING OF TRANSFER BOOKS

 

Section 5.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty (40) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, immediately preceding such meeting.  In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty (40) days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed, the determination of shareholders entitled to notice of or to vote at a meeting, or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

13


 

REGISTERED SHAREHOLDERS

 

Section 6.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Idaho.

 

LIST OF SHAREHOLDERS

 

Section 7.  The officer or agent having charge of the transfer books for shares shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original share ledger or transfer book or to vote at any meeting of the shareholder.

 

14


 

ARTICLE XI

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1.  Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

 

Section 2.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

CHECKS

 

Section 3.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

FISCAL YEAR

 

Section 4.  The fiscal year of the corporation shall be fixed by resolution of the board of directors.

 

15


 

SEAL

 

Section 5.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Idaho”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

CONTRACT, ETC., HOW EXECUTED

 

Section 6.  The board of directors, except as in these by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

REPRESENTATION OF SHARES OF OTHER CORPORATIONS

 

Section 7.  The president or any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent excercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be excercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

 

PERIODIC REPORTS

 

Section 8.  Regular reports containing detailed financial and other information concerning the business and affairs of the corporation shall be furnished periodically to the responsible officers and directors of the corporation, and such reports shall be designed to keep each such officer and director currently and reasonably informed of the affairs of the corporation.

 

16


 

ARTICLE XII

 

AMENDMENTS

 

Section 1.  These by-laws may be altered, amended or repealed or new by-laws may be adopted (a) at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

 

17


 EX-3.70 66 a2188402zex-3_70.htm EXHIBIT 3.70

Exhibit 3.70

 

ARTICLES OF INCORPORATION

OF

CONTINENTAL LUMBER PRODUCTS, INC.

 

KNOW ALL MEN BY THESE PRESENTS:

 

That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify that:

 

One:                       The name of this corporation is: Continental Lumber Products, Inc.

 

Two:                     The purposes for which this corporation is formed are:

 

(a)        The specific business in which the corporation is primarily to engage is to purchase or otherwise acquire, own, hold, store, use, mortgage, pledge or otherwise encumber, sell, distribute, export and generally trade and deal in and with, at wholesale or retail, as principal, agent or otherwise, lumber, wood products and allied products.

 

(b)        To manufacture, fabricate, assemble, to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, and to invest, trade, deal in and deal with goods, wares and merchandise and supplies and all other personal property of every class and description.

 

(c)        To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in any and all real estate, improved or unimproved, stores, office buildings, dwelling houses, apartment houses, hotels, manufacturing plants and other

 


 

buildings, and any and all other property of every kind or description, real or personal and mixed, and wheresoever situated, either in California, other states of the United States, the District of Columbia, territories and colonies of the United States or foreign countries.

 

(d)        To acquire, by purchase or otherwise, the goodwill, business, property rights, franchises and assets of every kind, with or without undertaking, either wholly or in part, the liabilities of any person, firm, association or corporation; and to acquire any property or business as a going concern or otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by acquisition of the shares or any part thereof, or (iii) in any other manner, and to pay for the same in cash or in shares or bonds or other evidences of indebtedness of this corporation, or otherwise; to hold, maintain and operate, or in any manner dispose of, the whole or any part of the goodwill, business, rights and property so acquired, and to conduct in any lawful manner the whole or any part of any business so acquired; and to exercise all the powers necessary or convenient in and about the management of such business.

 

(e)        To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant licenses in respect of and otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, and governmental, state, territorial, county and municipal grants and concessions of every character which this corporation may deem advantageous in the prosecution of its business or in the maintenance, operation, development or extension of its properties.

 

(f)         To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government or other municipal or governmental subdivision.

 

2


 

(g)        To become a partner (either general or limited, or both) and to enter into agreements of partnership, joint venture, or other arrangements for sharing profits and otherwise participating in any enterprise, with one or more other persons or corporations, for the purpose of carrying on any business whatsoever which this corporation may deem proper or covenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business.

 

(h)        From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in, and contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

(i)         To subscribe, or cause to be subscribed for, and to take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute and otherwise dispose of, the whole or any part of the shares of the capital stock, bonds, coupons, mortgages, deeds of trust, debentures, securities, obligations, evidences of indebtedness, notes, goodwill, rights, assets and property of any and every kind, or any part thereof, of any other corporations, association or associations, firm or firms, or person or persons, together with shares, rights, units of interest in, or in respect of, any trust estate now or hereafter existing, and whether created by the laws of the State of California or of any other state, territory or country; and to operate, manage and control such properties, or any of them, either in the name of such other corporation or corporations or in the name of this corporation, and while the owner of any of said shares of capital stock, to exercise all the rights,

 

3


 

powers and privileges of ownership of every kind and description, including the right to vote thereon, with power to designate some person or persons for that purpose from time to time, and to the same extent as natural persons might or could do.

 

(j)         To promote, or to aid in any manner financially or otherwise, any person, firm, corporation or association of which any shares of stock, bonds, notes, debentures or other securities or evidences of indebtedness are held, directly or indirectly, by this corporation; and for this purpose to guarantee the contracts, dividends, shares, bonds, debentures, notes and other obligations of such other persons, firms, corporations or associations; and to do any other acts or things designed to protect, preserve, improve or enhance the value of such shares, bonds, notes, debentures or other securities or evidences of indebtedness.

 

(k)        To borrow and lend money, but nothing herein contained shall be construed as authorizing the business of banking, or as including the business purposes of a commercial bank, savings bank or trust company.

 

(l)         To issue bonds, notes, debentures or other obligations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of its indebtedness or obligations; to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of California as the same are now in force, or may be hereafter amended.

 

(m)       To purchase, acquire, take, hold, own, use and enjoy, and to sell, lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose of and, generally, to invest, trade, deal in and with oil royalties, mineral rights of all kinds, mineral bearing lands and hydrocarbon products of all kinds, oil, gas and mineral leases, and all rights and interests therein and, in general, products of the earth and deposits, both subsoil and surface, of every nature and description.

 

4


 

(n)        To carry on any business whatsoever, either as principal or as agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated, directly or indirectly, to promote the interests of this corporation or to enhance the value of its property or business; to conduct its business in this state and other states; in the District of Columbia, in the territories and colonies of the United States, and in foreign countries.

 

(o)        To have and to exercise all the powers coferred by the laws of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

 

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.

 

Three:       The county in the State of California where the principal office for the transaction of the business of this corporation is to be located is Riverside County.

 

Four:         This corporation is authorized to issue only one class of shares of stock. The total number of said shares be 250. The aggregate par value of all of said shares shall be Twenty-Five Thousand Dollars ($ 25,000.00), and the par value of each of said shares shall be One Hundred Dollars ($ 100.00).

 

Five:                              (a)         The number of directors shall be five (5).

 

(b)        The names and addresses of those who are appointed to act as the first directors of this corporation are:

 

5


 

Name

 

Address

 

 

 

Stephen M. Blitz

 

634 South Spring Street

 

 

Los Angeles, California 90014

 

 

 

Dee S. Severance

 

634 South Spring Street

 

 

Los Angeles, California 90014

 

 

 

William L. Nelson

 

634 South Spring Street

 

 

Los Angeles, California 90014

 

 

 

Gary D. Stabile

 

634 South Spring Street

 

 

Los Angeles, California 90014

 

 

 

S. J. Ballantyne

 

634 South Spring Street

 

 

Los Angeles, California 90014

 

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation this 3rd day of August 1971.

 

 

 

 

Stephen M. Blitz

 

 

 

 

Dee S. Severance

 

 

 

 

William L. Nelson

 

 

 

 

Gary D. Stabile

 

 

 

 

S. J. Ballantyne

 

6


 

STATE OF CALIFORNIA

)

 

 

)

ss.

COUNTY OF LOS ANGELES

)

 

 

On this 3rd day of August 1971 before me, the undersigned Notary Public in and for said State, personally appeared Stephen M. Blitz, Dee S. Severance, William L. Nelson, Garry D. Stabile and S. J. Ballantyne known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

 

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

 

 

 

 

(NOTARIAL SEAL)

 

7


 EX-3.71 67 a2188402zex-3_71.htm EXHIBIT 3.71

Exhibit 3.71

 

BYLAWS FOR THE REGULATION OF

 

CONTINENTAL LUMBER PRODUCTS, INC.,
a California corporation

 

ARTICLE I

 

Principal Executive Office

 

The principal executive office of the corporation shall be 3125 Myers Street, Riverside, California 92523.

 

ARTICLE II

 

Meeting of Shareholders

 

Section 2.01    Annual Meetings.  The annual meeting of shareholders shall be held on the second Tuesday after Labor Day in September of each year at 2:30 o’clock P.M., or at such other time and on such other date as the board of directors shall determine.  At each annual meeting directors shall be elected and any other proper business may be transacted.

 

Section 2.02    Special Meetings.  Special meetings of shareholders may be called by the board of directors, the chairman of the board (if there be such an officer), the president, or the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting.  Each special meeting shall be held at such date and time as may be determined by the board of directors within the limits fixed by law.

 

Section 2.03    Place of Meetings.  Each annual or special meeting of shareholders shall be held at such location as may be determined by the board of directors, or if no such determination is made, at such place as may be determined by the chief executive officer, or by any other officer authorized by the board of directors or the chief executive officer to make such determination.  If no location is so determined, any annual or special meeting shall be held at the principal executive office of the corporation.

 

Section 2.04    Notice of Meetings.  Notice of each annual or special meeting of shareholders shall contain such information, and shall be given to such persons at such time, and in such manner, as the board of directors shall determine, or if no such determination is made, as the chief executive officer, or any other officer so authorized by the board of directors or the chief executive officer, shall determine, subject to the requirements of applicable law.

 

Section 2.05    Conduct of Meetings.  Subject to the requirements of applicable law, all annual and special meetings of shareholders shall be conducted in accordance with such rules and procedures as the board of directors may determine and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any annual or special meeting of shareholders shall be designated by the board of directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 


 

ARTICLE III

 

Directors

 

Section 3.01    Number.  The number of directors of the corportion shall be four (4) until changed in accordance with applicable law.

 

Section 3.02    Meetings of the Board.  Each regular and special meeting of the board shall be held at a location determined as follows:  The board of directors may designate any place, within or without the state of California, for the holding of any meeting.  If no such designation is made, (i) any meeting called by a majority of the directors shall be held at such location, within the county of the corporation’s principal executive office, as the directors calling the meeting shall designate; and (ii) any other meeting shall be held at such location, within the county of the corporation’s principal executive office, as the chief executive officer may designate, or in the absence of such designation, at the corporation’s principal executive office.  Subject to the requirements of applicable law, all regular and special meetings of the board of directors shall be conducted in accordance with such rules and procedures as the board of directors may approve and, as to matters not governed by such rules and procedures, as the chairman of such meeting shall determine.  The chairman of any regular or special meeting shall be designated by the directors and, in the absence of any such designation, shall be the chief executive officer of the corporation.

 

ARTICLE IV

 

Indemnification of Directors,
Officers, and Other Corporate Agents

 

Section 4.01    Indemnification.  This corporation shall indemnify and hold harmless each “agent” of the corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law (the “Law”), from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the full extent permitted by applicable law.  The corporation shall advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.

 

Section 4.02    Right to Indemnification.  This section shall create a right of indemnification for each person referred to in Section 4.01, whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of such section and in the event of death such right shall extend to such person’s legal representatives.  The right of indemnification hereby given shall not be exclusive of any other rights such person may have whether by law or under any agreement, insurance policy, vote of directors or shareholders, or otherwise.

 

Section 4.03    Insurance.  The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

 

2


 

ARTICLE V

 

Officers

 

Section 5.01    Officers.  The corporation shall have a president, a chief financial officer, a secretary, and such other officers, including a chairman of the board, as may be designated by the board.  Unless the board of directors shall otherwise determine, the president shall be the chief executive officer of the corporation.  Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions of the board of directors.  In the absence of any contrary determination by the board of directors, the chief executive officer shall, subject to the power and authority of the board of directors, have general supervision, direction, and control of the officers, employees, business, and affairs of the corporation.

 

Section 5.02    Limited Authority of Officers.  No officer of the corporation shall have any power or authority outside the normal day-to-day business of the corporation to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the board of directors.

 

ARTICLE VI

 

Amendments

 

New bylaws may be adopted or these bylaws may be amended or repealed by the shareholders or, except for Section 3.01, by the directors.

 

3


 EX-12.1 68 a2188402zex-12_1.htm EXHIBIT 12.1
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Exhibit 12.1


FLEETWOOD ENTERPRISES, INC.
COMPUTATION OF EARNINGS TO FIXED CHARGES
(Amounts in millions, except ratios)

 
   Three Months
ended
July 27,
2008 		  For the Fiscal Year Ended April(1)  
 
   2008   2007   2006   2005   2004  

Computation of Earnings:

                                      
 

Income from continuing operations before taxes

   $ (27.4 ) $ (.7 ) $ (58.9 ) $ 11.5   $ (45.3 ) $ 36.7  
 

Interest expense

     5.0     23.0     25.6     29.7     27.3     43.3  
 

Interest portion of operating lease expense

     .4     .9     1.0     1.3     1.3     1.1  
                           
   

Earnings for Ratio Calculation(2)

   $ (22.0 ) $ 23.2   $ (32.3 ) $ 42.5   $ (16.7 ) $ 81.1  
                           

Computation of Fixed Charges From Continuing Operations:

                                      
 

Interest expense

   $ 5.0   $ 23.0   $ 25.6   $ 29.7   $ 27.3   $ 43.3  
 

Interest portion of operating lease expense

     .4     .9     1.0     1.3     1.3     1.1  
                           
   

Total Fixed Charges(3)

   $ $5.4   $ 23.9   $ 26.6   $ 31.0   $ 28.6   $ 44.4  
                           

Ratio of Earnings to Fixed Charges:

    
—
(4)		  
—
(4)		  
—
(4)		  
1.4		    
—
(4)		  
1.8		  
                           
(1)
Fleetwood's fiscal year end is the last Sunday of April in each year.

(2)
For purposes of computing these ratios, earnings represent income (loss) from continuing operations before income taxes, cumulative effect of accounting change and fixed charges. Fixed charges include all interest expense, the portion of rental expense considered to be a reasonable estimate of the interest factor and the amortization of capitalized expenses related to indebtedness.

(3)
Fixed charges consist of all interest expense and the portion of rental expense considered to be a reasonable estimate of the interest factor.

(4)
Our ratios of earnings to fixed charges were computed by dividing earnings by fixed charges, and these ratios are unaudited for all periods presented. Our ratios of earnings to fixed charges for the first quarter of fiscal 2009 and the fiscal years ended 2008, 2007 and 2005 were not meaningful since earnings were inadequate to cover fixed charges by $27.4 million, $0.7 million, $58.9 million, and $45.3 million, respectively.



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FLEETWOOD ENTERPRISES, INC. COMPUTATION OF EARNINGS TO FIXED CHARGES (Amounts in millions, except ratios)
 EX-23.1 69 a2188402zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Fleetwood Enterprises, Inc. for the registration of up to $103,000,000 of Senior Secured Notes due 2011 and up to 14,000,000 shares of common stock of Fleetwood Enterprises, Inc. and to the incorporation by reference therein of our report dated July 8, 2008, except for the first two paragraphs of Note 1, and Notes 20 and 21, as to which the date is October 29, 2008 with respect to the consolidated financial statements and related schedule for the year ended April 27, 2008 of Fleetwood Enterprises, Inc., included in its Current Report on Form 8-K, filed with the Securities and Exchange Commission.

                        /s/ Ernst & Young LLP

Orange County, California
October 29, 2008



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 EX-25.1 70 a2188402zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)  o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

  
(State of incorporation
if not a U.S. national bank)		   95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
 
90017
(Zip code)

FLEETWOOD ENTERPRISES, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   95-1948322
(I.R.S. employer
identification no.)


TABLE OF ADDITIONAL REGISTRANTS

Exact Name as Specified in its Charter
  State or Other Jurisdiction of
Incorporation or Organization 		  IRS Employer
Identification
Number

Fleetwood Holdings, Inc. 

   Delaware   91-2120567

Fleetwood General Partner of Texas, Inc. 

   Delaware   74-2937312

Fleetwood Homes Investment, Inc. 

   California   33-0882837

Fleetwood Homes of Arizona, Inc. 

   Arizona   86-0693967

Fleetwood Homes of California, Inc. 

   California   95-1621558

Fleetwood Homes of Florida, Inc. 

   Florida   59-1295435

Fleetwood Homes of Georgia, Inc. 

   Georgia   58-1134923

Fleetwood Homes of Idaho, Inc. 

   Idaho   82-0230254

Fleetwood Homes of Indiana, Inc. 

   Indiana   62-1331442

Fleetwood Homes of Kentucky, Inc. 

   Kentucky   68-0408652

Fleetwood Homes of North Carolina, Inc. 

   North Carolina   56-1339111

Fleetwood Homes of Oregon, Inc. 

   Oregon   93-0670897

Fleetwood Homes of Pennsylvania, Inc. 

   Pennsylvania   33-0243061

Fleetwood Homes of Tennessee, Inc. 

   Tennessee   62-0810073

Fleetwood Homes of Texas, L.P. 

   Texas   74-1269568

Fleetwood Homes of Virginia, Inc. 

   Virginia   54-0834440

Fleetwood Homes of Washington, Inc. 

   Washington   91-0883321

Fleetwood International, Inc. 

   California   95-2775234

Fleetwood Canada Ltd. 

   Ontario, Canada   (Canadian Business No.)
ON-0000583926

Fleetwood Motor Homes of California, Inc. 

   California   95-2467791

Fleetwood Motor Homes of Indiana, Inc. 

   Indiana   35-1184349

Fleetwood Motor Homes of Pennsylvania, Inc. 

   Pennsylvania   24-0863770

Fleetwood Travel Trailers of California, Inc. 

   California   95-2419471

Fleetwood Travel Trailers of Indiana, Inc. 

   Indiana   35-1283654

Fleetwood Travel Trailers of Kentucky, Inc. 

   Kentucky   31-1713850

Fleetwood Travel Trailers of Maryland, Inc. 

   Maryland   52-0892953

Fleetwood Travel Trailers of Ohio, Inc. 

   Ohio   34-1042043

Fleetwood Travel Trailers of Oregon, Inc. 

   Oregon   93-0572091

Fleetwood Travel Trailers of Texas, Inc. 

   Texas   75-1330717

Gold Shield, Inc. 

   California   95-2748390

Gold Shield of Indiana, Inc. 

   Indiana   94-2829161

Hauser Lake Lumber Operations, Inc. 

   Idaho   82-0306588

Continental Lumber Products, Inc. 

   California   95-2830315
3125 Myers Street
Riverside, California
(Address of principal executive offices)		   92503
(Zip code)

Senior Secured Notes due 2011
(Title of the indenture securities)

2

1.
General information. Furnish the following information as to the trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Name
  Address

Comptroller of the Currency
United States Department of the Treasury

   Washington, D.C. 20219

Federal Reserve Bank

   San Francisco, California 94105

Federal Deposit Insurance Corporation

   Washington, D.C. 20429
    (b)
    Whether it is authorized to exercise corporate trust powers.

        Yes.

2.
Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.
List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

    2.
    A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

    3.
    A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

    4.
    A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).

    6.
    The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3


 SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 20th day of October, 2008.

  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

    

        

  By:   /S/ TERESA PETTA

  Name:   TERESA PETTA

  Title:   VICE PRESIDENT

4


 EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

        At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.

 
   Dollar Amounts
in Thousands 		 

ASSETS

        

Cash and balances due from depository institutions:

        
 

Noninterest-bearing balances and currency and coin

     1,964  
 

Interest-bearing balances

     0  

Securities:

        
 

Held-to-maturity securities

     35  
 

Available-for-sale securities

     295,737  

Federal funds sold and securities purchased under agreements to resell:

        
 

Federal funds sold

     34,400  
 

Securities purchased under agreements to resell

     90,123  

Loans and lease financing receivables:

        
 

Loans and leases held for sale

     0  
 

Loans and leases, net of unearned income

     0  
 

LESS: Allowance for loan and lease losses

     0  
 

Loans and leases, net of unearned income and allowance

     0  

Trading assets

     0  

Premises and fixed assets (including capitalized leases)

     12,357  

Other real estate owned

     0  

Investments in unconsolidated subsidiaries and associated companies

     0  

Not applicable

        

Intangible assets:

        
 

Goodwill

     876,153  
 

Other intangible assets

     286,743  

Other assets

     140,067  
       

Total assets

   $ 1,737,579  
       

LIABILITIES

        

Deposits:

        
 

In domestic offices

     1,406  
   

Noninterest-bearing

     1,406  
   

Interest-bearing

     0  
 

Not applicable

        

Federal funds purchased and securities sold under agreements to repurchase:

        
 

Federal funds purchased

     0  
 

Securities sold under agreements to repurchase

     0  

Trading liabilities

     0  

Other borrowed money:

        
 

(includes mortgage indebtedness and obligations under capitalized leases)

     218,691  

Not applicable

        

Not applicable

        

Subordinated notes and debentures

     0  

Other liabilities

     132,014  

Total liabilities

     352,111  

Minority interest in consolidated subsidiaries

     0  

1

 
   Dollar Amounts
in Thousands 		 

EQUITY CAPITAL

        

Perpetual preferred stock and related surplus

    
0		  

Common stock

     1,000  

Surplus (exclude all surplus related to preferred stock)

     1,121,520  

Retained earnings

     262,078  

Accumulated other comprehensive income

     870  

Other equity capital components

     0  

Total equity capital

     1,385,468  
       

Total liabilities, minority interest, and equity capital

     1,737,579  
       

        I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

        Karen Bayz            )            Vice President

        We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

        Michael K. Klugman, President      )

        Frank P. Sulzberger, MD                )                Directors (Trustees)

        William D. Lindelof, VP                )

2



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SIGNATURE
 EX-99.1 71 a2188402zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

LETTER OF TRANSMITTAL

FLEETWOOD ENTERPRISES, INC.

Offer to Exchange
Up to $103,000,000 Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2008, UNLESS EXTENDED OR EARLIER TERMINATED BY US (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The exchange agent is:

The Bank of New York Mellon Trust Company, N.A.


By Mail or Hand at:		   By Facsimile Transmission
(for Eligible Institutions Only):

Bank of New York Mellon Corporation
Corporate Trust Operations
101 Barclay Street—Floor 7 East
New York, NY 10286
Attn: Mrs. Evangeline R. Gonzales
Reorganization Unit
 
Attn: Evangeline R. Gonzales
Facsimile: (212) 815-1915
(confirm by telephone: (212) 815-3738)

or

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

        By execution of this Letter of Transmittal, the undersigned acknowledges that he, she or it has received the accompanying prospectus (as may be amended or supplemented from time to time, the "Prospectus"), of Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal, which together constitute the offer (the "Exchange Offer") of the Company to exchange up to $103,000,000 aggregate principal amount of our new Senior Secured Notes due 2011 (the "New Notes") and up to 14,000,000 shares of our common stock, having an aggregate value of up to $10,500,000 (the "Shares"), for any and all of our currently outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal. Recipients of the Prospectus should carefully read the Prospectus. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        This Letter of Transmittal is to be completed by a holder of Old Debentures if either (i) certificates are to be forwarded herewith or (ii) a tender of Old Debentures is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depositary Trust Company pursuant to the procedures set forth in the Prospectus and an Agent's Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent's Message in lieu of this Letter of Transmittal pursuant to the procedures for tendering Old Debentures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Old Debentures." Holders whose Old Debentures are not immediately available or who cannot deliver their Old Debentures and all other required documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Debentures pursuant to the guaranteed delivery procedure set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 2.

        PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        The undersigned hereby tenders for exchange the Old Debentures described in the box below entitled "Description of Old Debentures Tendered" pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

 
DESCRIPTION OF OLD DEBENTURES TENDERED
 
(1)
Name and Address of Registered Holder
(Please fill in, if blank)
   (2)
Old Debentures'
Certificate Numbers(A)
   (3)
Aggregate Principal
Amount Represented by
Old Debentures(A)
   (4)
Principal Amount
Tendered
for Exchange(B)
 

  

                

  

                

  

                

              $
 

(A)

   Need not be completed if Old Debentures are being delivered by book-entry transfer.

(B)

  

You may tender some or all of your Old Debentures in the Exchange Offer. However, you must tender your Old Debentures in a minimum of $1,000 in principal amount and integral multiples of $1,000 in excess of $1,000. If this column is left blank, it will be assumed that the holder is tendering all of such holder's Old Debentures.
 
o   CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

 
 
Name of Tendering Institution:                                     

 
 
DTC Account Number:                          Transaction Code Number:                                     

o
 
CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

 
 
Name of Registered Holder:                                     

 
 
Window Ticket Number (if any):                                     

 
 
Date of Execution of Notice of Guaranteed Delivery:                                     

 
 
Name of Institution that Guaranteed Delivery:                                     

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Old Debentures indicated above. Subject to, and effective upon, acceptance for exchange of the Old Debentures tendered herewith, the undersigned hereby sells, assigns and transfers to the Company all right, title and interest in and to all such Old Debentures tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to such Old Debentures, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

    •
    deliver certificates representing such Old Debentures, or transfer ownership of such Old Debentures on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to the Company;

    •
    present and deliver such Old Debentures for transfer on the books of the Company; and

    •
    receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Old Debentures, all in accordance with the terms of the Exchange Offer.

        The undersigned hereby covenants, represents and agrees that:

            1.     the undersigned is the beneficial owner of, or a duly authorized representative of one or more beneficial owners of, the Old Debentures tendered hereby;

            2.     the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Debentures tendered hereby, and to acquire New Notes and Shares issuable upon the exchange of such tendered Old Debentures;

            3.     when the Old Debentures are accepted for exchange, the Company will acquire good marketable and unencumbered title to the tendered Old Debentures, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Old Debentures, and not subject to any adverse claim or right when the same are accepted by the Company;

            4.     tenders of Old Debentures pursuant to any of the procedures described in the accompanying instructions will constitute the undersigned's acceptance of the terms and conditions of the Exchange Offer; and

            5.     he, she, or it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Debentures or transfer ownership of such Old Debentures on the account books maintained by DTC.

        The Exchange Offer is subject to certain conditions, including, among others, the Minimum Tender Condition, some of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in the Prospectus under the caption "The Exchange Offer—Conditions to Completion of the Exchange Offer." The undersigned recognizes that as a result of such conditions the Company may not be required to accept for exchange, or to issue New Notes and Shares in exchange for, any of the Old Debentures validly tendered hereby. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance or rejection of their Old Debentures for exchange.

3

        The undersigned understands that tenders of Old Debentures pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company's acceptance for exchange of such tendered Old Debentures, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Debentures.

        All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

        Old Debentures properly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement, in accordance with the terms of the Prospectus and this Letter of Transmittal.

        The Company is not aware of any jurisdiction in which the making of the Exchange Offer or the tender of Old Debentures in connection therewith would not be in compliance with the laws of such jurisdiction. If the making of the Exchange Offer would not be in compliance with the laws of any jurisdiction, the Exchange Offer will not be made to the registered holders residing in such jurisdiction.

        Certificates for all New Notes and Shares delivered in exchange for tendered Old Debentures and any Old Debentures delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned aat the address shown below the signature of the undersigned.

4

        The undersigned, by completing the box entitled "Description of Old Debentures Tendered" above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 8)

        To be completed ONLY if (i) New Notes and Shares issued for Old Debentures, or certificates for any amount of Old Debentures not tendered or not accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) Old Debentures tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issued to:

Name:                                                                                                                                                                        
                                         (Please Print)

Address:                                                                                                                                                                      

                                                                                                                                                                                      

                                                                                                                                                                                      
                                          (Including Zip Code)

                                                                                                                                                                                      
                                (Area Code and Telephone Number)

                                                                                                                                                                                      
                    (Taxpayer Identification Number or Social Security Number)

Credit Old Debentures not accepted for exchange and delivered by book-entry transfer to the DTC account set forth below:

                                                                                                                                                                                      
                                (DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 8)

        To be completed ONLY if the New Notes and Shares issued for Old Debentures, or certificates for any amount of Old Debentures not tendered or not accepted for exchange, are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above.
   
   
    

Mail to:

Name:                                                                                                                                                                        
                                         (Please Print)

Address:                                                                                                                                                                      

                                                                                                                                                                                      

                                                                                                                                                                                      
                                          (Including Zip Code)

                                                                                                                                                                                      
                                (Area Code and Telephone Number)

                                                                                                                                                                                      
                    (Taxpayer Identification Number or Social Security Number)

 
 
 
 
  

5

SIGN HERE TO TENDER YOUR OLD DEBENTURES IN THE EXCHANGE OFFER
  


                                         Signature of holder of Old Debentures

Dated:                                      , 2008

        Must be signed by the registered holder of Old Debentures exactly as the name appears on certificate(s) representing the Old Debentures or in whose name Old Debentures are registered on the books of DTC or one of its participants, or by any persons(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.

Name:                                                                                                                                                                    

Capacity (Full Title):                                                                                                                                              
                                             (Please type or print)

Address:                                                                                                                                                                
                                             (Include Zip Code)

Area Code and Telephone Number:                                                                                                                           

Taxpayer Identification No.:                                                                                                                                        

GUARANTEE OF SIGNATURE
(If required—see Instructions 1 and 6)

Authorized Signature:                                                                                                                                              

Name:                                                                                                                                                                    
                                             (Please type or print)

Title:                                                                                                                                                                        

Name of Firm:                                                                                                                                                      

Address:                                                                                                                                                                  
                                             (Include Zip Code)

Area Code and Telephone Number:                                                                                                                           

Dated:                                      , 2008

IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9
ACCOMPANYING THIS LETTER OF TRANSMITTAL

6

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Guarantee of Signature.    Any signature on this Letter of Transmittal need not be guaranteed if the Old Debentures tendered hereby are tendered:

    •
    by the registered holder of Old Debentures thereof, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or

    •
    for the account of an Eligible Institution. The term "Eligible Institution" means an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority (FINRA), a commercial bank or trust company having an office or correspondent in the United States or another eligible institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

        In all other cases, any signature on this Letter of Transmittal must be guaranteed by an Eligible Institution.

        2.    Delivery of this Letter of Transmittal and Old Debentures or Agent's Message and Book Entry Confirmations; Guaranteed Delivery Procedures.    A holder of Old Debentures may tender all or any portion of such holder's Old Debentures by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Old Debentures being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date, or (ii) complying with the procedures for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures set forth below.

        Holders of Old Debentures may tender Outstanding Notes by book-entry transfer by crediting the Old Debentures to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program (ATOP) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agents account at DTC. DTC will then send an Agent's Message to the Exchange Agent for its acceptance in which the holder of the Old Debentures acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Old Debentures all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

        Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        The method of delivery to the Exchange Agent of this Letter of Transmittal, Old Debentures and all other required documents is at the election and risk of the holder thereof. If such delivery is by mail, it is suggested that holders use properly insured registered mail, return receipt requested, and that the mailing be sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent on or prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Exchange Agent. THIS LETTER OF TRANSMITTAL AND OLD DEBENTURES TENDERED FOR EXCHANGE SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY OR DTC.

7

        Holders whose Old Debentures are not immediately available or who cannot deliver their Old Debentures and all other required documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Debentures pursuant to the guaranteed delivery procedure set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to the guaranteed delivery procedures: (i) such tender must be made by or through an Eligible Institution (as defined above); (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed letter of transmittal, or a facsimile of such letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, that: sets forth the name and address of the holder of the tendering holder; states that the tender is being made pursuant to the guaranteed delivery; and guarantees that within three New York Stock Exchange trading days after the Expiration Date a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the Exchange Agent; and (iii) book-entry confirmation and all other documents, if any, required by the letter of transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus.

        3.    Inadequate Space.    If the space provided in the box entitled "Description of Old Debentures Tendered" above is not adequate, the certificate numbers and principal amounts of Old Debentures tendered should be listed on a separate signed schedule affixed hereto.

        4.    Withdrawal of Tenders.    Except as otherwise restricted pursuant to a Tender Agreement, a tender of Old Debentures may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, which is December 5, 2008, unless extended or earlier terminated by us, by delivery of a written or facsimile notice of withdrawal to the Exchange Agent at the address set forth on the cover of this Letter of Transmittal. To be effective, a notice of withdrawal must:

    •
    be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date;

    •
    specify the name of the person who tendered the Old Debentures to be withdrawn;

    •
    contain a statement that you are withdrawing your election to have your Old Debentures exchanged;

    •
    identify the Old Debentures to be withdrawn (including the certificate number or numbers, if applicable, and principal amount of such Old Debentures);

    •
    specify the principal amount of Old Debentures to be withdrawn;

    •
    be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Debentures were tendered, including any required signature guarantees; and

    •
    where certificates for Old Debentures were transmitted, specify the name in which such Old Debentures are registered, if different from that of the withdrawing holder, and the serial numbers of the particular certificates to be withdrawn;

    •
    if Old Debentures have been tendered pursuant to the procedures for book-entry transfer, specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Debentures and otherwise comply with the procedures of DTC;

    •
    if you have tendered your Old Debentures in accordance with the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn Old Debentures and otherwise comply with the procedures of such facility.

8

        The Exchange Agent will return the properly withdrawn Old Debentures promptly following receipt of the notice of withdrawal. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Company in its reasonable discretion and such determination will be final and binding on all parties.

        Any Old Debentures so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Debentures that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Debentures tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described above, such Old Debentures will be credited to an account with DTC specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Debentures may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering Old Debentures" in the Prospectus at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        5.    Partial Tenders.    Tenders of Old Debentures will be accepted only in minimum denominations of $1,000 principal amount and integral multiples of $1,000. If a tender for exchange is to be made with respect to less than the entire principal amount of any Old Debentures, fill in the principal amount of Old Debentures that are tendered for exchange in column (4) of the box entitled "Description of Old Debentures Tendered," as more fully described in the footnotes thereto. A blank in column (4) of the box will indicate that the holder is tendering all of such holder's Old Debentures. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Old Debentures will be sent to the holders of Old Debentures unless otherwise indicated in the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" above, as soon as practicable after the expiration or termination of the Exchange Offer.

        6.    Signatures on this Letter of Transmittal; Bond Powers and Endorsements.   

    •
    If this Letter of Transmittal is signed by the registered holder of the Old Debentures tendered for exchange hereby, the signature must correspond exactly with the name as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

    •
    If any of the Old Debentures tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Debentures are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held.

    •
    If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of its authority to so act must be submitted, unless waived by the Company.

    •
    If this Letter of Transmittal is signed by the registered holder of the Old Debentures listed and transmitted hereby, no endorsements of certificates or separate bond powers are required, unless certificates for Old Debentures not tendered or not accepted for exchange are to be issued or returned in the name of a person other than the holder thereof. In such event, signatures on this Letter of Transmittal or such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

    •
    If this Letter of Transmittal is signed by a person other than the registered holder of the Old Debentures, the certificates representing such Old Debentures must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder, in either case signed by such registered holder exactly as the name of

9

      the registered holder of the Old Debentures appears on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

    •
    If the Old Debentures or the New Notes and Shares issued in exchange for the Old Debentures are to be issued in the name of a person other than the registered holder, this Letter of Transmittal must be accompanied by bond powers or other documents of transfer sufficient to permit the trustee under the Indenture to register the transfer of such Old Debentures into the name of such person.

        7.    Transfer Taxes.    Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Old Debentures pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

        8.    Special Issuance and Delivery Instructions.    If the New Notes and Shares are to be issued or if any amount of Old Debentures not tendered or not accepted for exchange are to be issued or sent to a person other than the person signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Old Debentures tendering Old Debentures by book-entry transfer may request that Old Debentures not accepted for exchange be credited to such other account maintained at DTC as such holder may designate. In such event, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution.

        9.    Irregularities.    All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Old Debentures will be determined by the Company, in its reasonable discretion, which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. The Company reserves the absolute right to reject any and all invalid tenders of any particular Old Debentures or to not accept any particular Old Debentures, which acceptance might, in our reasonable judgment or our counsel's judgment that are not in proper form or the acceptance of which would, in the Company's reasonable judgment, be unlawful. The Company also reserves the right to waive any defects or irregularities as to the tender of any particular Old Debentures. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Old Debentures must be cured within such reasonable time as the Company determines, unless waived by the Company. Tenders of Old Debentures shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company nor the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Debentures, or will incur any liability to registered holders or beneficial owners of Old Debentures for failure to give such notice.

        10.    Waiver of Conditions.    To the extent permitted by applicable law, the Company reserves the right, in our reasonable discretion, to waive any and all conditions to the Exchange Offer as described under "The Exchange Offer—Conditions to Completion of the Exchange Offer" in the Prospectus, and accept for exchange any Old Debentures tendered. To the extent that the Company waives any condition to the Exchange Offer, it will waive such condition as to all Old Debentures.

        11.    Tax Identification Number and Backup Withholding.    U.S. federal income tax law generally requires that a holder of Old Debentures whose tendered Old Debentures are accepted for exchange, or such holder's assignee (in either case, the "Payee"), provide the Exchange Agent (the "Payor") with such Payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a Payee who is an

10


individual, is such Payee's social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such Payee may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding at the applicable withholding rate (which is currently 28%) on all reportable payments (such as interest) that are made to the Payee with respect to the New Notes and Shares. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each Payee must provide the Exchange Agent such Payee's correct TIN by completing the "Substitute Form W-9" accompanying this Letter of Transmittal, certifying that the TIN provided is correct (or that such Payee is awaiting a TIN) and that:

    •
    the Payee is exempt from backup withholding;

    •
    the Payee has not been notified by the Internal Revenue Service that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends; or

    •
    the Internal Revenue Service has notified the Payee that such Payee is no longer subject to backup withholding.

        If the Payee does not have a TIN, such Payee should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN. A Payee who has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future should check the "Awaiting TIN" box in Part 3 of the Substitute Form W-9, and should sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth therein. If such a Payee does not provide his, her or its TIN to the Exchange Agent within 60 days, backup withholding on all reportable payments will begin and continue until such Payee furnishes such Payee's TIN to the Exchange Agent.

        If the Old Debentures are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

        Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee must enter its correct TIN in Part 1 of the Substitute Form W-9, check the "Exempt" box in Part 4 of such form and sign and date the form. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt from these backup withholding and information reporting requirements, such person must complete and submit an appropriate Form W-8, signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

        To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any holder, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each holder should seek advice based on its particular circumstances from an independent tax advisor.

        12.    Mutilated, Lost, Stolen or Destroyed Old Debentures.    Any holder of Old Debentures whose Old Debentures have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

11

        13.    Requests for Assistance or Additional Copies.    All inquiries you may have with respect to the procedures for the Exchange Offer and all requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery, or the W-9 Guidelines should be directed to MacKenzie Partners, Inc., the Information Agent for the Exchange Offer at its address set forth below.

GRAPHIC

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

        14.    Incorporation of this Letter of Transmittal.    This Letter of Transmittal shall be deemed to be incorporated in, and acknowledged and accepted by, a tender through DTC's ATOP procedures by any participant on behalf of itself and the beneficial owners of any Old Debentures so tendered by such participant.

        IMPORTANT—This Letter of Transmittal or a facsimile or copy thereof (together with certificates for tendered Old Debentures) or conformation of book-entry transfer and all other required documents and any required signature guarantee must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.



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 EX-99.2 72 a2188402zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2

What Number to Give the Payer

        The holder is required to give the Payer his or her TIN (e.g., Social Security Number or Employer Identification Number). If the Old Debentures are held in more than one name or are held not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

PAYER'S NAME: The Bank of New York Mellon Trust Company, N.A.

 
SUBSTITUTE
Form W-9		   Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.     
Social Security Number
or
  
Employer Identification Number
   
 

Department of the Treasury
Internal Revenue Service
 
Payer's Request for Taxpayer
Identification Number (TIN)
 
Part 2—Certification—Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) after being so notified, the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
   
 
    Certificate instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item  (2).   Part 3
 
Awaiting TIN [  ]
 
  
 Part 4
    
                    Exempt from backup
    Signature     
 		  withholding [        ]

 
 
Name
 
 
 
 

 
 
Address:
 
  
(Please Print)
 
 
    Date     
 		  , 2008    
 

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, all reportable payments made to me thereafter will be subject to backup withholding at the applicable withholding rate (which is currently 28%) until I provide such a number.

Signature     
 		  Date    
 		  , 2008

 

Name (please print)    

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 28%) ON ANY REPORTABLE PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social security numbers have nine digits separated by two hyphens, i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the Payer.

 
  
 
For this type of account:
   Give name and
SOCIAL SECURITY
Number of—
   For this type of account:
   Give name and
EMPLOYER
IDENTIFICATION
Number of—
 
  
 
1.   An individual's account   The individual   6.   A valid trust, estate, or pension trust   The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)

2.
 
Two or more individuals (joint account)
 
The actual owner of the account or, if combined funds, the first individual on the account(1)
 
7.
 
Corporate account or entity electing corporate status
 
The corporation

3.
 
Custodian account of a minor (Uniform Gift to Minors Act)
 
The minor(2)
 
8.
 
Religious, charitable or educational organization account
 
The organization

4.
 
a. A revocable savings trust account (in which grantor is also trustee)
 
The grantor trustee(1)
 
9.
 
Partnership or multi-member LLC treated as a partnership
 
The partnership

 
 
b. Any "trust" account that is not a legal or valid trust under State law
 
The actual owner(1)
 
 
 
 
 
 

5.
 
Sole proprietorship account
 
The owner(3)
 
10.
 
Association, club, or other tax-exempt organization
 
The organization

 
 
 
 
 
 
11.
 
A broker or registered nominee
 
The broker or nominee

 
 
 
 
 
 
12.
 
Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments
 
The public entity

 
(1)
List first and circle the name of the person whose number you furnish.

(2)
Circle the minor's name and furnish the minor's social security number.

(3)
You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Employer Identification Number or your Social Security Number.

(4)
List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

        Obtaining a Number

If you don't have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.

Payees specifically exempted from backup withholding on ALL payments include the following:

    1.
    A corporation.
    2.
    A financial institution.
    3.
    An organization exempt from tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(F)(2).
    4.
    The United States or any agency or instrumentality thereof.
    5.
    A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.
    6.
    A foreign government or a political subdivision thereof, or any agency or instrumentality thereof.
    7.
    An international organization or any agency or instrumentality thereof.
    8.
    A registered dealer in securities or commodities registered in the United States or a possession of the United States.
    9.
    A real estate investment trust.
    10.
    A common trust fund operated by a bank under Section 584(a).
    11.
    An entity registered at all times during the tax year under the Investment Company Act of 1940.
    12.
    A foreign central bank of issue.
    13.
    A future commission merchant registered with the Commodities Futures Trading Commission.
    14.
    A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

    •
    Payments to nonresident aliens subject to withholding under Section 1441.
    •
    Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.
    •
    Payments of patronage dividends where the amount received is not paid in money.
    •
    Payments made by certain foreign organizations.
    •
    Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

    •
    Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the Payer's trade or business, and (iii) you have not provided your correct taxpayer identification number to the Payer.
    •
    Payments of tax-exempt interest (including exempt-interest dividends under Section 852).
    •
    Payments described in Section 6049(b)(5) to nonresident aliens.
    •
    Payments on tax-free covenant bonds under Section 1451.
    •
    Payments made by certain foreign organizations.
    •
    Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notices—Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to the Payer who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The Payer must be given the numbers whether or not recipients are required to file tax returns. The Payer must generally withhold tax at the applicable withholding rate (which is currently 28%) taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to the Payer. Certain penalties may also apply.

Penalties

(1)
Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to the Payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)
Civil Penalty for False Statements With Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
(3)
Criminal Penalty for Falsifying Information—If you falsify certifications or affirmations, you are subject to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

3



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 EX-99.3 73 a2188402zex-99_3.htm EXHIBIT 99.3
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Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

FLEETWOOD ENTERPRISES, INC.

Offer to Exchange
Up to $103,000,000 Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2008, UNLESS EXTENDED OR EARLIER TERMINATED BY US (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The exchange agent is:

The Bank of New York Mellon Trust Company, N.A.

By Mail or Hand at:   By Facsimile Transmission
(for Eligible Institutions Only):

Bank of New York Mellon Corporation
Corporate Trust Operations
101 Barclay Street—Floor 7 East
New York, NY 10286
Attn: Mrs. Evangeline R. Gonzales
Reorganization Unit
 
By Facsimile (Eligible Institutions Only):
Attn: Evangeline R. Gonzales
Facsimile: (212) 815-1915
(confirm by telephone: (212) 815-3738)

or

        THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED TO THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH ABOVE PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        In connection with the Exchange Offer by Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") made pursuant to the accompanying prospectus (as may be amended or supplemented from time to time, the "Prospectus"), this form must be used to exchange new Senior Secured Notes due 2011 (the "New Notes") and Shares, for the Company's outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures"), if either (i) certificates for the Old Debentures are not immediately available or (ii) the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent, prior to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer—Guaranteed Delivery Procedures." This form must be delivered by an eligible institution (as described in the Prospectus) by mail or hand delivery or transmitted via facsimile to the Exchange Agent at one of its addresses set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions thereto, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal.

1

Ladies and Gentlemen:

        The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (receipt of which are hereby acknowledged), the principal amount of Old Debentures specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering, the undersigned does hereby make as of the date hereof, the representations and warranties of a tendering holder of Old Debentures set forth in the Letter of Transmittal. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

    PLEASE SIGN AND COMPLETE

Signature of registered holder or Authorized Signatory:

  

Name of registered holder:

  

Address:

  


    This Notice of Guaranteed Delivery must be signed by the registered holder of the Old Debentures exactly as his, her, or its name appears on the certificate(s) for the Old Debentures or, if tendered by a DTC participant, exactly as such participant's name appears on a security position listing as the owner of the Old Debentures, or by a person authorized to become a registered holder by endorsements and documents transmitted with this Notice of Guaranteed Delivery.

Date:

                            , 2008


Area Code and Telephone No.:

  

Principal Amount of Old Debentures Tendered:

  

Certificate No.(s) of Old Debenture(s) Tendered:

  

o

   If Old Debentures will be delivered by book-entry transfer to the Exchange Agent's account at The Depository Trust Company, check box, and provide account number:


DTC Account No.:

  

            If the signature above is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Name:

  

Capacity:

  

PLEASE PRINT NAME AND ADDRESS

GUARANTEE ON REVERSE MUST BE COMPLETED

2

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Old Debentures tendered hereby (or a confirmation of book-entry transfer of such Old Debentures into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date (as defined in the Prospectus).

    PLEASE PRINT NAME AND ADDRESS

Name of Firm:

    
   
 

Authorized Signature:

  

Name:

  

Title:

  

Date:

                            , 2008


Address:

  

(Zip Code)

Area Code and Telephone Number:

  

NOTE: DO NOT SEND OLD DEBENTURES WITH THIS FORM. OLD DEBENTURES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR AN AGENT'S MESSAGE IN LIEU THEREOF.

3



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 EX-99.4 74 a2188402zex-99_4.htm EXHIBIT 99.4
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Exhibit 99.4

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES

FLEETWOOD ENTERPRISES, INC.

Offer to Exchange
Up to $103,000,000 Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2008, UNLESS EXTENDED OR EARLIER TERMINATED BY US (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"), is offering to exchange, upon the terms and subject to the conditions set forth in the accompanying prospectus (as may be amended or supplemented from time to time, the "Prospectus"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), up to $103,000,000 aggregate principal amount of our new Senior Secured Notes due 2011 (the "New Notes") and up to and up to 14,000,000 shares of our common stock, having an aggregate value of up to $10,500,000 (the "Shares"), for any and all of our outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        We are requesting that you contact your clients for whom you hold Old Debentures regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Debentures registered in your name or in the name of your nominee, we are enclosing the following documents:

    1.
    Prospectus;

    2.
    The Letter of Transmittal for your use and for the information of your clients;

    3.
    A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if, prior to 5:00 p.m., New York City time on the Expiration Date, certificates for Old Debentures are not available, if time will not permit all required documents to reach the Exchange Agent or if the procedure for book-entry transfer cannot be completed;

    4.
    A form of letter that may be sent to your clients for whose account you hold Old Debentures registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer; and

    5.
    Substitute Form W-9 and Guidelines for Certification of Taxpayer identification number on Substitute Form W-9.

        Your prompt action is required. The Exchange Offer will expire at 5:00 p.m., New York City time, on December 5, 2008, unless extended or earlier terminated by us. Old Debentures tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement.

        To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent, and certificates representing the Old Debentures must be delivered to the Exchange Agent (or book-entry transfer of the Old Debentures must be made into the Exchange Agent's account at DTC), all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Old Debentures held by such brokers, dealers, commercial banks and trust companies as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of Old Debentures pursuant to the Exchange Offer, except as set forth in the instructions set forth in the Letter of Transmittal.

        All inquiries you may have with respect to the procedures for the Exchange Offer and all requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery, or the W-9 Guidelines should be directed to MacKenzie Partners, Inc., the Information Agent for the Exchange Offer at its address set forth below.

GRAPHIC

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

                        Very truly yours,

                        FLEETWOOD ENTERPRISES, INC.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

2



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LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
 EX-99.5 75 a2188402zex-99_5.htm EXHIBIT 99.5
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Exhibit 99.5

LETTER TO CLIENTS

FLEETWOOD ENTERPRISES, INC.

Offer to Exchange
Up to $103,000,000 Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 5, 2008, UNLESS EXTENDED OR EARLIER TERMINATED BY THE COMPANY (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To our Clients:

        Enclosed for your consideration is the accompanying prospectus (as may be amended from time to time, the "Prospectus") and the accompanying Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"), to exchange up to $103,000,000 aggregate principal amount of the Company's new Senior Secured Notes due 2011 (the "New Notes") and up to 14,000,000 shares of the Company's common stock, having an aggregate value of up to $10,500,000 (the "Shares"), for any and all of the Company's outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. The Prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

        This material is being forwarded to you as the beneficial owner of the Old Debentures carried by us in your account, but not registered in your name. A tender of such Old Debentures can be made only by us as the registered holder for your account and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used to tender Old Debentures.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Debentures held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

        The Exchange Offer will expire at 5:00 p.m., New York City time, on December 5, 2008, unless extended or earlier terminated by the Company. If you desire to exchange your Old Debentures in the Exchange Offer, your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Debentures on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date in accordance with the provisions of the Exchange Offer. Any Old Debentures tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement.

        Your attention is directed to the following:

    1.
    The Exchange Offer is described in and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

    2.
    The Exchange Offer is for all Old Debentures.

    3.
    Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange promptly following the Expiration Date all Old Debentures validly tendered and will issue the New Notes and Shares promptly after such acceptance.

    4.
    Any transfer taxes incident to the transfer of Old Debentures from the holder to the Company will be paid by the Company, except as otherwise provided in the instructions set forth in the Letter of Transmittal.

    5.
    The Exchange Offer expires at 5:00 p.m., New York City time, on December 5, 2008, unless extended or earlier terminated by the Company. If you desire to tender any Old Debentures pursuant to the Exchange Offer, we must receive your instructions in ample time to permit us to effect a tender of the Old Debentures on your behalf prior to 5:00 p.m., New York City time, on the Expiration Date.

        We urge you to read the enclosed Prospectus and Letter of Transmittal in conjunction with the Exchange Offer carefully before instructing us to tender your Old Debentures. If you wish to tender any or all of the Old Debentures held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form attached hereto. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Debentures.

        None of the Old Debentures held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given, your signature on the attached "Instructions to Registered Holder from Beneficial Holder" shall constitute an instruction to us to tender ALL of the Old Debentures held by us for your account.

2


FLEETWOOD ENTERPRISES, INC.
Instructions to Registered Holder
from Beneficial Owner
of
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

        The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to by Fleetwood Enterprises, Inc.'s Exchange Offer with respect to its 5% Convertible Senior Subordinated Debentures due 2023 (CUSIP Nos. 339099AC7 and 339099AD5).

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Debentures held by you for the account of the undersigned, on the terms and subject to the conditions in the Prospectus and the related Letter of Transmittal.

        The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

        The aggregate face amount of the Old Debentures held by you for the account of the undersigned is (fill in the amount):

        $                   of the 5% Convertible Senior Subordinated Debentures due 2023

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o   To TENDER the following Old Debentures held by you for the account of the undersigned (insert principal amount of Old Debentures to be tendered, if less than all):

        $                   of the 5% Convertible Senior Subordinated Debentures due 2023*

o    NOT to tender any Old Debentures held by you for the account of the undersigned.

SIGN HERE

Date:                         , 2008

Signature(s):**                                                                                                                                                                

Name(s) of Beneficial Owner:**                                                                                                                                    

Capacity (full title), if applicable:**                                                                                                                               

Address(es):**                                                                                                                                                                

Area Code and Telephone Number(s):**                                                                                                                       

Taxpayer Identification Number or Social Security Number(s):                                                                                    

My account number with you:                                                                                                                                        

*
Must be a minimum of $1,000 in principal amount and integral multiples of $1,000 in excess of $1,000. Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

**
If Outstanding Notes are beneficially owned by two or more beneficial owners, all such owners must sign.

2



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LETTER TO CLIENTS
FLEETWOOD ENTERPRISES, INC. Instructions to Registered Holder from Beneficial Owner of 5% Convertible Senior Subordinated Debentures due 2023 (CUSIP Nos. 339099AC7 and 339099AD5)
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