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
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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,
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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.
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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
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Gary L. Werner, President
/s/ Jacob D. Wood
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Jacob D. Wood, Secretary
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