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.

 

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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.

 

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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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