Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SAIA, INC.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 4, 2000 under the name of ABC Trucking, Inc., and was amended to change the name of the Corporation to SCS Transportation, Inc. by Certificate of Amendment filed on October 1, 2001. An Amended and Restated Certificate of Incorporation was filed effective as of September 30, 2002. The Amended and Restated Certificate of Incorporation was amended to change the name of the Corporation to Saia, Inc. by Certificate of Ownership and Merger on July 20, 2006. The Amended and Restated Certificate of Incorporation was further amended on June 30, 2021 and on June 3, 2022.
This Second Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
This Second Amended and Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation, as heretofore amended or supplemented.
The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
NAME
REGISTERED AGENT
1
PURPOSE
AUTHORIZED CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority to issue is 100,050,000 shares. Such shares shall consist of 50,000 shares of preferred stock, par value $0.001 per share, amounting to $50 in the aggregate and 100,000,000 shares of common stock, par value $0.001 per share, amounting to $100,000 in the aggregate.
2
STOCKHOLDER ACTION
BOARD OF DIRECTORS; ELECTION
3
AMENDMENT OF CERTIFICATE OF INCORPORATION
EXCULPATION; INDEMNIFICATION
4
5
6
IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and attested by its Secretary this 29th day of April, 2024.
By: /s/Frederick J. Holzgrefe, III
Name: Frederick J. Holzgrefe, III
Title: Chief Executive Officer
By: /s/Douglas L. Col
Name: Douglas L. Col
Title: Secretary
this 29th day of April, 2024.