EX-3 2 wernarticles.txt WERNER ENTERPRISES, INC. 10-K EXHIBIT 3(I)(A) Exhibit 3(i)(A) CERTIFICATE OF REVISED AND AMENDED ARTICLES OF INCORPORATION OF WERNER ENTERPRISES, INC. WE HEREBY CERTIFY that the undersigned natural person of the age of twenty-one years, or more, acting as incorporated of a corporation under the Nebraska Business Corporation Act, revise and amend the following Articles of Incorporation for such corporation: ARTICLE I. The name of the corporation is WERNER ENTERPRISES, INC. ARTICLE II. The period of the corporation's duration is perpetual. III. The purposes for which this corporation is organized are: (a) To carry on by the means of motor vehicles, trucks, and conveyances of every kind and nature, propelled by every type of power, the general business of a common or contract carrier engaged in the transportation of a property in Intrastate or Interstate Commerce in the State of Nebraska and in any other State in the Union upon public or private streets, avenues, highways and other public and private places; to acquire and hold Certificate or Certificates of Public Convenience and Necessity or permits for transportation as a common or contract carrier, issued by the State of Nebraska or any other State in the Union, or the Interstate Commerce Commission, or any other Federal agency, and to sell, transfer, assign or dispose of in the manner allowed and provided by law, such Certificate or Certificates of Public Convenience and Necessity or permits, and other evidences of authority to carry on such business; to do any and all things necessary and advantageous or useful in connection with the conduct of such business, including but not by way or limitations, the purchasing, owning, leasing, renting or acquiring by any other method of control, the maintenance, control and operation of motor vehicles, trucks and every other type of conveyance (except railroads), and apparatus, garages, terminals, and all other property of any kind whatsoever necessary or useful for the transaction and carrying on of such business. (b) To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other things incidental thereto or in connection therewith which are not forbidden by the laws of the State of Nebraska, or by these Articles of Incorporation. ARTICLE IV. The corporation shall have and exercise all powers and rights conferred upon corporations by the Nebraska Business Corporation Act and any enlargement of such powers conferred by subsequent legislative acts; and, in addition thereto, the corporation shall have and exercise all powers and rights, not otherwise denied corporations by the laws of the State of Nebraska, as are necessary, suitable, proper, convenient or expedient to the attainment of the purposes set forth in Article III above. ARTICLE V. The aggregate number of shares of common stock which this corporation shall have authority to issue is 25,000,000 shares, having a par value of $0.01 each. All transfers of the shares of this corporation shall be made in accordance with the provisions of the By-Laws of the corporation. ARTICLE VI. No shareholder of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire shares or other securities of the -2- corporation, whether now or hereafter authorized or issued. ARTICLE VII. In the absence of fraud, no contract or other transaction between the corporation and any other person, corporation, firm, syndicate, association, partnership, or joint venture shall be wholly or partially invalidated or otherwise affected by reason of the fact that one or more of the directors of officers of such other corporation, firm, syndicate or association, or member of such partnership or joint venture, or are pecuniarily or otherwise interested in such contractual transaction, provided, that the fact such director or directors of the corporation are so situated or so interested or both, shall be disclosed or shall have been known to the Board of Directors of the corporation. Any director or directors of the corporation who is also a director or officer of such other corporation, firm, syndicate, or association, or a member of such partnership, or joint venture, or pecuniarily or otherwise interested in such contract or transaction, may be counted for the purpose of determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize any such contract or transaction, and in the absence of fraud, and as long as he acts in good faith, any such director may vote thereat to authorize any such contract or transaction, with like force and effect as if he were not a director or officer of such other corporation, firm, syndicate, or association, or a member of such partnership or joint venture, or pecuniarily or otherwise interested in such contract or transaction. ARTICLE VIII. To the extent permitted by law, the corporation shall 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, -3- whether civil, criminal, administrative, or investigative, including to the extent permitted by law an action by or in the right of the corporation, by reason of the fact that he 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 an employee benefit plan, against expenses, including attorney fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he 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 reasonable cause to believe his conduct was unlawful. To the extent permitted by law, the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation against any liability asserted against him and incurred by him in such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. The indemnity provided for by this Article VIII shall not be deemed to be exclusive of any other rights to which those of this Article VIII be deemed to prohibit the corporation from extending its indemnification to cover other persons or activities to the extent permitted by law or pursuant to any provisions in the By-Laws. IX. The property, business, and affairs of the corporation shall be managed and controlled by the Board of Directors. The number of directors of the corporation shall be set forth in the By-Laws. -4- X. Any vacancy in the office of a director shall be filled by the vote of the remaining directors, even if less than a quorum, or by a sole remaining director. Any directors so chosen shall hold office until the next election of the class for which such directors have en chosen and until their successors shall be elected and qualified. Any newly created directorship resulting from any increase in the number of directors may be filled by the Board of Directors, acting by a majority of. the directors then in office, even if less than a quorum, or by a sole remaining director; and any directors so chosen shall hold office until the next election of the class for which such directors have been chosen and until their successors shall be elected and qualified. XI. The street address of the registered office of the corporation is 300 First Westside Bank Building, Omaha, Nebraska 68114, and the name and address of its registered agent is Irving B. Epstein, 300 First Westside Bank Building, Omaha, Nebraska 68114. The foregoing revised Articles of Incorporation supersede the original Articles of Incorporation of the corporation, and all amendments thereto. IN WITNESS WHEREOF, we have hereunto set our hands at Omaha, Nebraska, this 25th day of April, 1986. WERNER ENTERPRISES, INC. /s/ Gary L. Werner ------------------------- Gary L. Werner, President /s/ Jacob D. Wood ------------------------ Jacob D. Wood, Secretary -5-