**Exhibit 3.5**

 

**Amendment to Bylaws**

**of**

**Supreme Industries, Inc.**

(as amended November 20, 2007)

 

                Pursuant to Article 8 ofthe corporation’s Certificate of Incorporation (as amended) and Section 7:11of the corporation’s Bylaws which permit the Bylaws to be amended by the Boardof Directors, Sections 5:1 and 5:8 of the Bylaws of the Corporation are herebyamended by deleting such sections entirely and replacing them with thefollowing:

 

“Sec. 5:1.  **Certificates**.  Every owner of shares of the corporationshall be entitled to have a certificate certifying the number of shares ownedby such owner in the corporation and designating the class of shares to whichsuch shares belong, which shall otherwise be in such form, in conformity tolaw, as the Board of Directors shall prescribe. Each certificate representing shares shall state upon the facethereof:  (a) that the corporationis organized under the laws of the State of Delaware; (b) the name of theperson to whom issued; (c) the number and class of shares and the designationof the series, if any, which such certificate represents; and (d) the parvalue of each share represented by such certificate or a statement that theshares are without par value.  Eachcertificate shall be signed by such officer or officers as the Board ofDirectors may prescribe, or, if not so prescribed, by the Chairman of the Boardor the President or a Vice President and the Secretary or an AssistantSecretary or the Treasurer of the corporation. Any or all of the signatures on the certificate may be facsimiles if thecertificate is countersigned by a transfer agent or registered by a registrar,either of which is other than the corporation itself or an employee of thecorporation.  In case any officer who hassigned or whose facsimile signature has been placed upon such certificate hasceased to be such officer before such certificate is issued, it may be issuedby the corporation with the same effect as if such person were such officer onthe date of its issuance.  However,notwithstanding what is stated above, the Board of Directors may authorize theissuance of some or all of any or all classes or series of shares of thecorporation without certificates in conformity with the applicable requirementsof the General Corporation Law of the State of Delaware.  No authorization of uncertificated sharesshall affect previously issued and outstanding shares represented bycertificates until such certificates have been surrendered to the corporation.  Upon request, every holder of uncertificatedshares shall be entitled to receive a certificate.”

 

“Sec. 5:8.  **Transfer of Shares**.  Transfers of shares of the corporation shallbe made only on the books of the corporation, if such shares are certificated,by the surrender to the corporation or its transfer agent of the certificatetherefore properly endorsed or accompanied by a written assignment or power ofattorney properly executed, with transfer stamps (if necessary) affixed, orupon proper instructions from the holder of uncertificated shares, in eachcase, with such proof of the authenticity of signature as the corporation orits transfer agent may reasonably require.”

 

                DATED to be effective November 20,2007.

 
|   |   |   |   |   |   |   | /s/  ROBERT W. WILSON       |
|--------|--------|--------|--------|--------|--------|--------|-----------------------------|
|   |   |   |   |   |   |   | Robert W. Wilson, President |

 

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