EX-3.33 10 dex333.htm ARTICLES OF INCORPORATION OF USF DUGAN INC. Articles of Incorporation of USF Dugan Inc.

Exhibit 3.33

1

ARTICLES OF INCORPORATION

OF

DUGAN TRUCK LINE, INC.

We, the undersigned, incorporators, hereby associate ourselves together to form and establish a corporation for profit under the laws of the State of Kansas.

FIRST: The name of this corporation is Dugan Truck Line, Inc.

SECOND: The location of this corporation’s principal place of business is Colwich, Sedgwick County, Kansas.

THIRD: The location of its registered office in the State of Kansas is 1400 Wichita Plaza Building, Wichita, Sedgwick County, Kansas.

FOURTH: The name and address of its resident agent in the State of Kansas is Paul V. Dugan, 1400 Wichita Plaza Building, Wichita, Sedgwick County, Kansas.

FIFTH: This corporation is organized for profit and the nature of its business is:

(a) To operate as a common carrier for the transportation of property.

(b) To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise dispose of, all interstate license to operate as a common carrier issued by the Interstate Commerce Commission and certificates of convenience in necessity to operate as a common carrier issued by the Kansas Corporation Commission.


 

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(c) to enter into, make, perform and carry out contracts of every kind for any purpose without limit as to municipality, county, state, or any other municipal or governmental subdivision, the United States or any foreign government.

(d) To take, purchase and otherwise acquire, own, hold, use, sell, assign, transfer, exchange, lease (either as lessor or lessee) and otherwise dispose of, and to invest, trade, deal in and deal with goods, supplies, wares, merchandise, and all other personal property of every class and description.

(e) To purchase, acquire, own, hold, use, lease (either as lessor or lessee), grant, sell, exchange, subdivide, mortgage, convey in trust, manage, improve, construct, operate and generally deal in and with any and all real estate, improved or unimproved, stores, office buildings, manufacturing plants, and other buildings, and any and all other property of every kind of description, real, personal and mixed, and wheresoever located, whether within or without the State of Kansas.

(f) To acquire by purchase or otherwise, the good will, business, property rights, franchises and assets of any person, firm, association or corporation; to acquire any property or business as a going concern, or otherwise, by acquisition of all or any part of the assets thereof, or in any other manners, and to pay for the same in cash, assumption of liabilities, shares of stock, bonds or other evidence of indebtedness of this corporation or otherwise; to hold, maintain, operate, sell, liquidate, or in any other manner dispose of the whole or any part of the good will, business, rights and property so acquired; and to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all powers which are necessary or convenient in the management and operation of such business.

 

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(g) To become a partner (either general or limited) (or both), and to enter into agreements of partnership with one or more other persons or corporations, for the purpose of carrying on any business which this corporation may deem proper or convenient in connection with any of the purposes herein set forth or otherwise, or which may be calculated directly or indirectly to promote the interest of this corporation, or to enhance the value of its properties or business.

(h) To engage in the transportation of any mixed or personal property purchased, owned, leased, held, controlled, dealt in, sold or otherwise handled in the conduct of any of its business, all on its own behalf or on behalf of others, in its name or in the name of others, for gain or for hire, and to acquire, own, operate, let, lease and dispose of any conveyances, facilities and real or personal property which it may deem proper in relation thereto and to charge, receive and collect compensation for such transportation, services and facilities as it may provide.

(i) From time to time to apply for, purchase, acquire by assignment, transfer or otherwise, exercise, carry out, and enjoy any benefit, right, privilege, prerogative or power conferred by, acquired under, or granted by any statute, ordinance, order, license, power, authority, franchise, commission, right or privilege which any government or authority or governmental agency or corporation, or other public body, may be empowered to enact, make or grant; to pay for, aid in any contribute toward carrying the same into effect, and to appropriate any of this corporation’s shares, bonds and/or assets to defray the costs, charges and expenses thereof.

 

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(j) To enter into any lease or other instrument in writing for itself or for others, for the use of any real, mixed or personal property which it may deem proper and incidental to the operation or conduct of any of its businesses.

(k) To lend or borrow money with or without security, and for such length of time as it may deem proper; to give or take any note or other written evidence of indebtedness for money so loaned or borrowed, the same to mature in such time and in such manner and to bear such interest as it may deem proper; and to secure any money so borrowed or owing by it by executing and delivering any mortgages or liens upon its real and/or personal property.

(1) To issue bonds, notes, debentures or other obligations from time to time for any of the objects or purposes of this corporation, and to secure the same by mortgage, deed of trust, pledge or otherwise acquire its own bonds, debentures, or other evidence of indebtedness, or obligations, to purchase, hold, sell and transfer the shares of its own capital stock to the extent and in the manner provided by the laws of the State of Kansas as the same are now enforced, or may be hereafter amended.

(m) To charge, receive and collect any fees, commissions, or other compensation for any services it may perform for and on behalf of any person, firm or corporation whatsoever.

(n) To carry on any business whatsoever either as principal or agent, or both, or as a partnership, which this corporation may deem proper or convenient in connection with any of the foregoing purposes, or otherwise, or which may be calculated directly or indirectly to promote the interests of this corporation, or to enhance the value of its property or business;

 

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to conduct its business in this state and other states, in the District of Columbia, and the territories and colonies of the United States, and in foreign countries.

(o) To do and perform any and all acts or things which may be necessary or required by the laws of any other state to qualify to do business in such state as a foreign corporation.

(p) To have and to exercise all the powers conferred by the laws of Kansas upon corporations formed under the laws pursuant to, and under which this corporation is formed, as such laws are now in effect or may at any time hereafter be amended.

(q) To offer and issue stock of this corporation pursuant to a plan to be adopted and carried out in such time and manner as to qualify such stock as “Section 1244 stock”, as defined in Section 202 of the Small Business Tax Revision Act of 1958, amending Internal Revenue Code of 1954.

SIXTH: No agreement or other transaction between this corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors of, such other corporation; any director individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any agreement or transaction with this corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation; and any director or officer of such other corporation, or who is so interested, may be counted in determining

 

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the existence of a quorum at any meeting of the Board of Directors of this corporation which shall authorize such agreement or transaction.

SEVENTH: This corporation is authorized to issue only one class of stock.

The amount of capital stock of this corporation shall be $50,000.00 consisting of 500 shares of common stock with a par value of $100.00 per share.

All stock shall be issued to such persons at such time, in such manner, and for such price or prices as the Board of Directors may determine.

In furtherance and not in limitation of the general powers conferred by the laws of the State of Kansas:

(1) The Board of Directors shall have the power to adopt, amend, alter or repeal all By-Laws of the corporation.

(2) Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them, secured or unsecured, or between this corporation and its stockholders, or any class of them, any court, state or federal, of competent jurisdiction within the State of Kansas may on the application in a summary way of this corporation, or of any creditor, secured or unsecured, or stockholders thereof, or in the application of trustees in dissolution, or on the application of any receiver or receivers appointed for this corporation by any court, state or federal, of competent jurisdiction order a meeting of the creditors or class of creditors, secured or unsecured, or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement

 

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and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: The amount of capital with which this corporation will commence business is $1,000.00.

NINTH: The names and places of residence of each of the incorporators are:

 

  1. John E. Dugan

Viola, Kansas

 

  2. Marilyn K. Dugan

Viola, Kansas

 

  3. Paul V. Dugan

730 Chipper Lane

Wichita, Kansas

TENTH: The term for which this corporation is to exist is 100 years.

ELEVENTH: The number of directors shall be three; provided that the stockholders may, from time to time, by majority vote at any regular or special meeting, fix the number of directors at any number from three to seven.

IN WITNESS WHEREOF, we have hereunto subscribed our names this 26th day of November, 1968.

 

       

/s/ John E. Dugan

   
    JOHN E. DUGAN  
 

“Incorporators”

   
   

/s/ Marilyn K. Dugan

 
    MARILYN K. DUGAN  
   

/s/ Paul V. Dugan

 
    PAUL V. DUGAN  


 

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STATE OF KANSAS   )      
  )    SS:   
SEDGWICK COUNTY   )      

BE IT REMEMBERED, that on this 26th day of November, 1968, before me, the undersigned, a Notary Public in and for said County and State came John E. Dugan, Marilyn K. Dugan, and Paul V. Dugan, to me personally known to be the same persons who executed the within instrument of writing, and duly acknowledged the execution of the same.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written.

 

LOGO  

/s/ Janice L. Becker

  Janice L. Becker, Notary Public

My Commission expires:

March 21, 1972


 

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Topeka, Kansas   

December 10, 1968

   Date

OFFICE OF SECRETARY OF STATE

RECEIVED OF                     DUGAN TRUCK LINE, INC.                    

and deposited in the State Treasury, fees on these Articles of Incorporation as follows:

 

Application Fee

   $             

Filing and Recording Fee

   $ 2.50   

Capitalization Fee

   $     50.00

 

     

/s/ [Illegible]

     

Secretary of State

By

  

/s/ [Illegible]

  
   Assistant Secretary of State   
     


 

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CHANGE OF RESIDENT AGENT’S ADDRESS

 

State of Kansas     )       ss.
County of Sedgwick     )      

Paul V. Dugan, of lawful age, being duly sworn deposes and states that he is resident agent for the following corporations, to wit:

 

   Toon Investment, Inc.
   Littell, Inc.
   Cornejo & Sons Wrecking & Trucking, Inc.
   C - S Council Home, Inc.
   Strunk Enterprises, Inc.
   Dugan Truck Line, Inc.
   Flemming Investment, Inc.
   Winters Truck Line, Inc.
   Triple R. Leasing, Inc.
   Lubbers Auto Supply, Inc.
   The Living Room, Inc.
   Hunzeker Trucking, Inc.
   Golden Plain Express, Inc.
   The Double D Leasing, Inc.
   West Douglas Professional Building, Inc.
   Thunderbird Club, Inc.
   Alsco, Inc.
   Price Truck Line, Inc.
   Y’et Yet? Food Houses, Inc.
   Screw Machine Products, Inc.
   Dugan Investment, Inc.
   Phoenix Supply, Inc.
   Descon, Inc.
   Jayhawk Truck Lines, Inc.

That said resident agent’s address was on the eighth day of December, 1972, changed from:

1400 Vickers, KSB&T Building

Wichita, Kansas 67202

to:

2707 West Douglas

Wichita, Kansas 67213.

Further affiant saith not.

 

/s/ Paul V. Dugan

Paul V. Dugan

Subscribed and sworn to before me, a Notary Public, in and for said County and State, on this 8th day of December, 1972, by Paul V. Dugan, who is personally known to me to be the same person who executed the foregoing instrument and he duly acknowledged the execution of same.

 

/s/ Peggy L. Wilson

Peggy L. Wilson, Notary Public

LOGO  My commission expires:

 

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MERGER OF THE DOUBLE D LEASING, INC.

            INTO DUGAN TRUCK LINE, INC.            

AGREEMENT AND PLAN OF MERGER dated as of June 1, 1977, between THE DOUBLE D LEASING, INC., a Kansas corporation, hereinafter called “Double D”, and DUGAN TRUCK LINE, INC., a Kansas corporation, hereinafter called “Dugan Truck”.

WHEREAS, the Board of Directors, and all the shareholders, of both Double D and Dugan Truck deem it advisable for the general welfare of their respective corporations, including the consolidation of accounting and management functions with expected resulting efficiency increase and cost decrease, that said corporations merge into a single corporation pursuant to this Agreement and the applicable laws of Kansas, and both Double D and Dugan Truck desire to adopt this Agreement as a Plan of Reorganization and to consummate the merger in accordance with the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1954;

NOW THEREFORE, for good and valuable consideration, the contractual sufficiency of which is acknowledged by the parties hereto, Double D and Dugan Truck hereby agree as follows:

1. Double D shall be, and is hereby, merged with and into Dugan Truck as the surviving corporation in accordance with the applicable laws of Kansas, that the name of the surviving corporation shall continue to be Dugan Truck Line, Inc.

2. The corporate name of Dugan Truck, the surviving corporation, and its identity, existence, purposes, powers, objects, franchises, rights, and immunities shall be uneffected and unimpaired by the merger. On the effective date of the merger, the separate existence and corporate organization of Double D, except insofar as it may be continued by statute, shall cease.

3. On the effective date of the merger, all of the estate, property, rights, privileges, powers, franchises and interests of each of the corporate parties hereto, and all of their property, real, personal and mixed, and all the debts due on whatever account of either of them, shall be vested in Dugan Truck as the surviving corporation, without further act or deed; and all claims, demands, properties, and every other interest shall be as effectually the property of Dugan Truck as the surviving corporation as they were of the two corporations hereto,


 

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and the title to all real estate vested in either Double D or Dugan Truck shall not be deemed to revert or to be in any way impaired by reason of the merger, but shall be vested in Dugan Truck as the surviving corporation. Dugan Truck shall thenceforth be responsible and liable for all of the liabilities and obligations of both Double D and Dugan Truck, and any claim or judgment against either Double D or Dugan Truck may be enforced against Dugan Truck as the surviving corporation. To the extent permitted by law, from time to time, as and when requested by Dugan Truck or by its successors or assigns, Double D shall execute and deliver, or cause to be executed and delivered, all such deeds and instruments, and to take, or cause to be taken, such further action as Dugan Truck may deem necessary or desirable, in order to vest in and confirm to Dugan Truck title to, and possession of, any property of Dugan Truck acquired by reason of, or as a result of, the merger herein provided for, and otherwise to carry out the intent and purposes hereof; and the proper officers and directors of Double D, and the proper officers and directors of Dugan Truck, are fully authorized, in the name of Double D or otherwise, to take any and all such action.

4. This Agreement and Plan of Merger was duly adopted and unanimously approved by the Boards of Directors and Stockholders of Double D and Dugan Truck respectively, in a special meeting dated June 1, 1977, in the manner required by the Bylaws of said corporations and the laws of Kansas.

5. The manner and basis of exchanging and converting the issued stock of Double D is as follows: There is currently issued and outstanding 100 shares of common stock of Double D which represents all the outstanding stock of Double D of whatever kind or nature. Ten (10) shares of issued and outstanding common stock of Double D shall be converted into one share of common stock ($100 per share par value) of Dugan Truck. Upon the surrender of certificates representing shares of general stock by holders thereof, certificates for a number of Dugan Truck shares, determined in accordance with a formula herein, shall be issued in exchange by Dugan Truck. Shares of Dugan Truck stock outstanding at the date of this merger shall not be converted or exchanged, but shall remain outstanding as shares of common stock of the surviving corporation.

6. This Agreement shall be governed by and construed and enforced in accordance with the laws of Kansas. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Invalidation of any of the provisions herein contained by law, judgment, or court order shall in nowise affect any of the other provisions which shall remain in full force and effect.

 

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7. The Plan of Merger is as follows:

7.1 The Articles of Incorporation of Dugan Truck, as in effect on the effective date of the Merger, shall continue in full force and effect as the Articles of Incorporation of Dugan Truck and shall not be changed or amended by the Merger.

7.2 Dugan Truck reserves the right and power, after the effective date of the Merger, to alter, amend, change or repeal any of the provisions contained in its Articles of Incorporation in the manner now or hereafter prescribed by statute.

7.3 The Bylaws of Dugan Truck, as such Bylaws exist on the effective date of the Merger, shall remain and be the Bylaws of Dugan Truck until altered, amended or repealed, or until new Bylaws shall be adopted in accordance with the provisions thereof, the Articles of Incorporation, or in the manner permitted by the applicable provisions of law.

7.4 The Directors of Dugan Truck as of the effective date of the Merger shall continue in office until the next Annual Meeting of the Stockholders of Dugan Truck. The number of Directors of Dugan Truck shall continue to be three and shall be the following persons: John E. Dugan, Marilyn K. Dugan, and Paul V. Dugan.

The following officers of Dugan Truck immediately prior to the effective date of the Merger shall continue in office after the effective date of the Merger and until the next Annual Meeting of the Board of Directors of Dugan Truck:

 

John E. Dugan    President
Paul V. Dugan    Secretary
Marilyn K. Dugan    Treasurer

7.5 Every ten (10) shares of issued and outstanding common stock of Double D shall be converted into one share of common stock of Dugan Truck. Upon the surrender of certificates representing shares of Double D stock by holders thereof, certificates for a number of Dugan Truck stock, pursuant to the formula herein, shall be issued in exchange by Dugan Truck. Shares of Dugan Truck common stock outstanding at the date of this Merger shall not be converted or exchanged, but shall remain outstanding as shares of common stock of the surviving corporation.

7.6 On the effective date of the Merger, the separate existence of Double D shall cease (except to the extent continued by statute),

 

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and all of its property, rights, privileges, and franchises, of whatsoever nature and description, shall be transferred to, vest in, and devolve upon the surviving corporation, without further act or deed. Confirmatory deeds, assignment or other like instruments, when deemed desirable by Dugan Truck to evidence such transfer, vesting or devolution of any property, right, privilege or franchise, shall at any time, or from time to time, be made and delivered in the name of Double D by the last acting officers thereof, or by the corresponding officers of the surviving corporation.

7.7 The effective date of the Merger shall be the close of business on June 30, 1977., for tax and accounting purposes only.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

 

    THE DOUBLE D LEASING, INC.
    By  

/s/ John E. Dugan

      President        
ATTEST:      

/s/ Paul V. Dugan

     
Secretary              
LOGO      
    DUGAN TRUCK LINE, INC.
    By  

/s/ John E. Dugan

      President        
ATTEST:      

/s/ Paul V. Dugan

     
Secretary              
LOGO      
     

 

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CERTIFICATE OF SECRETARY OF

THE DOUBLE D LEASING, INC.

I, PAUL V. DUGAN, of Wichita, Sedgwick County, Kansas, hereby certify that I am the Secretary of THE DOUBLE D LEASING, INC., a Kansas corporation, having a principal office at Wichita, Kansas; that at the special meeting of the shareholders of the capital stock of that corporation, called for the purpose of considering the foregoing Agreement and Plan of Merger, held at the principal office thereof on the 1st day of June, 1977, at which meeting all of the voting power of the corporation was present in person or represented by proxy, the foregoing Agreement and Plan of Merger was adopted by a unanimous vote of shareholders. I further certify that such meeting was duly and legally called in accordance with the provisions of the laws of Kansas.

DATED June 1, 1977.

 

  

/s/ Paul V. Dugan

LOGO    PAUL V. DUGAN, Secretary

STATE OF KANSAS, SEDGWICK COUNTY, ss:

BE IT REMEMBERED, that on this 1st day of June, 1977, before me, the undersigned, a Notary Public in and for the said county and state, came PAUL V. DUGAN, known to me to be the Secretary of THE DOUBLE D LEASING, INC., who is personally known to me to be the same person who executed the foregoing instrument of writing, and such person duly acknowledged the execution of the same for and on behalf of and as the act and deed of the said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my material seal the day and year last above written.

 

/s/ Erma W. Hallum

Notary Public

 

LOGO   My Commission Expires April 30, 1979


 

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STATE OF KANSAS, SEDGWICK COUNTY, ss:

BE IT REMEMBERED, that on this 1st day of June, 1977, before me, the undersigned, a Notary Public in and for the said county and state, came JOHN E. DUGAN, known to me to be the President of THE DOUBLE D LEASING, INC., who is personally known to me to be the same person who executed the foregoing instrument of writing, and such person duly acknowledged the execution of the same for and on behalf of and as the act and deed of the said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal the day and year last above written.

 

/s/ Erma W. Hallum

Notary Public    

 

LOGO   My Commission Expires April 30, 1979

STATE OF KANSAS, SEDGWICK COUNTY, ss:

BE IT REMEMBERED, that on this 1st day of June, 1977, before me, the undersigned, a Notary Public in and for the said county and state, came JOHN E. DUGAN, known to me to be the President of DUGAN TRUCK LINE, INC., who is personally known to me to be the same person who executed the foregoing instrument of writing, and such person duly acknowledged the execution of the same for and on behalf of and as the act and deed of the said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal the day and year last above written.

 

/s/ Erma W. Hallum

Notary Public    

 

LOGO   My Commission Expires April 30, 1979

 

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CERTIFICATE OF SECRETARY OF

DUGAN TRUCK LINE, INC.

I, PAUL V. DUGAN, of Wichita, Sedgwick County, Kansas, hereby certify that I am the Secretary of DUGAN TRUCK LINE, INC., a Kansas corporation, having a principal office at Wichita, Kansas; that at the special meeting of the shareholders of the capital stock of that corporation, called for the purpose of considering the foregoing Agreement and Plan of Merger, held at the principal office thereof on the 1st day of June, 1977, at which meeting all of the voting power of the corporation was present in person or represented by proxy, the foregoing Agreement and Plan of Merger was adopted by a unanimous vote of shareholders. I further certify that such meeting was duly and legally called in accordance with the provisions of the laws of Kansas.

DATED June 1, 1977.

 

/s/ Paul V. Dugan

PAUL V. DUGAN, Secretary

LOGO

STATE OF KANSAS, SEDGWICK COUNTY, ss:

BE IT REMEMBERED, that on this 1st day of June, 1977, before me, the undersigned, a Notary Public in and for the said county and state, came PAUL V. DUGAN, known to me to be the Secretary of DUGAN TRUCK LINE, INC., who is personally known to me to be the same person who executed the foregoing instrument of writing, and such person duly acknowledged the execution of the same for and on behalf of and as the act and deed of the said corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal the day and year last above written.

 

/s/ Erma W. Hallum

Notary Public    

 

LOGO   My Commission Expires April 30, 1979


 

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FOR PROFIT

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

DUGAN TRUCK LINE, INC.

 

(Name of Corporation)

We,                             JOHN E. DUGAN                                                                                                                      , President and

                                     MARILYN DUGAN                                                                                                              , Secretary of
                            (Secretary or Assistant Secretary)

the above named corporation, a corporation organized and existing under the laws of the State of Kansas, do hereby certify that at a meeting of the Board of Directors of said corporation, the board adopted a resolution setting forth the following amendment to the Articles of Incorporation and declaring its advisability:

 

   SEE ADDENDUM A ATTACHED   

We further certify that thereafter, pursuant to said resolution, and in accordance with the by-laws of the corporation and the laws of the State of Kansas, the Board of Directors called a meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant to notice and in accordance with the statutes of the State of Kansas, the stockholders convened and considered the proposed amendment.

We further certify that at the meeting a majority of the stockholders entitled to vote voted in favor of the proposed amendment.

We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.

We further certify that the capital of said corporation will not be reduced under or by reason of said amendment.

In Witness Whereof, we have hereunto set our hands and affixed the seal of said corporation this 19th day of November 1987.

 

(SEAL)   

/s/ John E. Dugan

   JOHN E. DUGAN,   President                    
  

/s/ Marilyn Dugan

   MARILYN DUGAN,   Secretary                    

(over)


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ADDENDUM A

TO

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

            DUGAN TRUCK LINE, INC.            

RESOLVED, that Article Third of the Articles of Incorporation of this corporation be amended by deleting the present Article Third in its entirety and substituting the following Article Third in lieu thereof:

THIRD: The location of its registered office in the State of Kansas is 10200 W. K-42 Highway, Wichita, Sedgwick County, Kansas 67215.”

FURTHER RESOLVED, that Article Fourth of the Articles of Incorporation be amended by deleting the present Article Fourth in its entirety and substituting the following Article Fourth in lieu thereof:

FOURTH: The name and address of its resident agent in the State of Kansas is John E. Dugan, 10200 W. K-42 Highway, Wichita, Sedgwick County, Kansas 67215.”

FURTHER RESOLVED, that Article Fifth of the Articles of Incorporation be amended by deleting the present Article Fifth in its entirety and substituting the following Article Fifth in lieu thereof:

FIFTH: This corporation is organized for profit and the nature of its business is to engage in any lawful act or activity for which corporations may be organized under the Kansas Corporate Code.”

FURTHER RESOLVED, that Article Sixth of the Articles of Incorporation of this corporation be deleted in its entirety.

FURTHER RESOLVED, that Article Seventh of the Articles of Incorporation be amended by deleting the present Article Seventh in its entirety and substituting the following Article Seventh in lieu thereof:

SEVENTH: This corporation is authorized to issue only one class of stock.

The amount of capital stock of this corporation shall be $2,000,000.00, consisting of Two Million (2,000,000) shares of common stock with a par value of One Dollar ($1.00) per share.”

FURTHER RESOLVED, that Article Eleventh of the Articles of Incorporation of this corporation be amended by deleting the present Article Eleventh in its entirety and substituting the following Article Eleventh in lieu thereof:

ELEVENTH: The stockholders may, from time to time, by majority vote at any regular or special meeting, fix the number of directors.


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