EX-3.18 12 dex318.txt CERTIFICATE OF FORMATION OF ROADWAY LLC Exhibit 3.18 CERTIFICATE OF FORMATION OF YANKEE LLC This Certificate of Formation of Yankee LLC (the "LLC"), dated July 1, 2003, is being duly executed and filed by Darice Angel, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. 18-101, et seq.). FIRST. The name of the limited liability company formed hereby is Yankee LLC. SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written. /s/ Darice Angel ---------------------------------------- Darice Angel Authorized Person CERTIFICATE OF MERGER Merging Roadway Corporation, a Delaware corporation Into Yankee LLC, a Delaware limited liability company Pursuant to the provisions of Section 264 of the Delaware General Corporation Law (the "DGCL") and Section 18-209 of the Limited Liability Company Act of the State of Delaware (the "DLLCA"), the undersigned limited liability company submits the following Certificate of Merger for the purpose of effecting a merger of domestic entities under the DGCL and the DLLCA. 1. The name and state of incorporation or organization of each of the constituent entities is as follows: ------------------------------ ------------------------- Name of Corporation or Limited State of Incorporation or Liability Company Organization ------------------------------ ------------------------- Roadway Corporation Delaware ------------------------------ ------------------------- Yankee LLC Delaware ------------------------------ ------------------------- 2. An agreement of merger has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 264(c) of the DGCL and Section 18-209 of the DLLCA. 3. The name of the surviving limited liability company is Yankee LLC (the "Surviving Entity"). 4. The Certificate of Formation of Yankee LLC shall be the Certificate of Formation of the Surviving Entity. 5. The executed agreement of merger is on file at the principal place of business of the Surviving Entity, located at 1077 Gorge Boulevard, Akron, Ohio 44310. 6. A copy of the agreement of merger will be furnished by the Surviving Entity, on request and without cost, to any stockholder or member in either constituent entity. IN WITNESS WHEREOF, this Certificate of Merger has been executed by the undersigned, a duly authorized officer of the Surviving Entity, as of the 11/th/ day of December, 2003. Yankee LLC By: /s/ Daniel J. Churay ------------------------------------- Daniel J. Churay Senior Vice President, General Counsel and Secretary CERTIFICATE OF AMENDMENT OF YANKEE LLC 1. The name of the limited liability company is Yankee LLC. 2. Article First of the Certificate of Formation of the limited liability company shall be amended to read in its entirety as follows: "First. The name of the limited liability company is Roadway LLC." IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Yankee LLC this 11th day of December, 2003. Yellow Roadway Corporation, the Sole Member By: /s/ Daniel J. Churay ------------------------------------- Name: Daniel J. Churay Title: Sr. Vice President, General Counsel and Secretary