CYCLE COUNTRY ACCESSORIES CORP.
Amended and Restated Bylaws
(As Amended through May 7, 2007)
Article I: Stockholders
Section 1.1. Annual Meeting. There shall be an annual meeting of the stockholders of CYCLE COUNTRY
ASSESSORIES CORP. (the "Corporation") on the second Tuesday in May of each year at 10:00
a.m. local time, or at such other date or time as shall be designated from time to time by the board of directors of
the Corporation (the "Board of Directors") and stated in the notice of the meeting, for the election of directors
and for the transaction of such other business as may come before the meeting.
Section 1.2. Special Meetings. A special meeting of the stockholders of the Corporation may be called at
anytime by the written resolution or other request of a majority of the members of the Board of Directors. Such
written resolution or request shall specify the purpose or purposes for which such meeting shall be called.
Section 1.3. Notice of Meetings. Written notice of each meeting of stockholders, whether annual or special,
stating the date, hour and place thereof, shall be served either personally or by mail, not less than ten nor more
than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting and upon
any other stockholder to whom the giving of notice of such a meeting may be required by law. Notice of a special
meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that such notice
is being issued by or at the direction of the Board of Directors. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their stock pursuant to the General Corporation
Law of the State of Florida, the notice of such meeting shall include a statement of that purpose and to that effect.
If mailed, notice shall be deemed to be delivered when deposited in the United States mail or with any private
express mail service, postage or delivery fee prepaid, an