EXHIBIT 3(i)
RESTATED
ARTICLES OF INCORPORATION
OF
WERNER ENTERPRISES, INC.
ARTICLE I.
The name of the corporation is WERNER ENTERPRISES, INC. and the
effective date of its incorporation is September 14, 1982.
ARTICLE II.
The period of the corporation's duration is perpetual.
ARTICLE III.
The purpose for which this corporation is organized is to
conduct any and all lawful business for which corporations may be
organized under the Nebraska Business Corporation Act.
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 200,000,000 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 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 or 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 fullest 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, whether civil, criminal,
administrative, arbitrative, or investigative, whether formal or
informal, 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 or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer,
partner, member of a limited liability company, trustee, employee,
or agent of another domestic or foreign corporation, partnership,
limited liability company, joint venture, trust, employee benefit
plan, or other entity, against any obligation to pay any judgment,
settlement, penalty, or fine (including an excise tax assessed
with respect to an employee benefit plan) and expenses, actually
and reasonably incurred by him in connection with such action,
suit, or proceeding, except liability for (i) receipt of a
financial benefit to which he is not entitled, (ii) an intentional
infliction of harm on the corporation or its shareholders, (iii)
in the case of a current or former director, a violation of
Nebraska Revised Statute 21-2096, or (iv) an intentional
violation of criminal law.
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
indemnified may be otherwise entitled, nor shall the provisions 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, by a resolution of the directors or shareholders, or
a contract.
ARTICLE VIII. SECTION A.
A director of the corporation shall not be liable to the
corporation or its stockholders for money damages for any action
taken, or any failure to take any action, as a director, except
liability for: (i) The amount of a financial benefit received by a
director to which he or she is not entitled; (ii) An intentional
infliction of harm on the corporation or the stockholders; (iii)
A violation of Nebraska Revised Statutes 21-2096; or (iv) An
intentional violation of criminal law.
No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or
repeal. If the Nebraska Business Corporation Act is hereafter
amended to authorize the further elimination or limitation of
liability of directors, then the liability of directors shall be
eliminated or limited to the full extent authorized by the
Nebraska Business Corporation Act as so amended.
ARTICLE 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.
ARTICLE X.
The Board of Directors of the Corporation may be divided into
two or three classes, each class to consist of not less than two,
nor more than five, directors, and to be as nearly equal in number
as possible. The number of classes of directors and the terms of
office for directors in each such class shall be set forth in the
Bylaws of the Corporation.
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 the sole remaining director. The director class of any
directors chosen to fill vacancies shall be designated by the
Board and such directors shall hold office until the next election
of directors of the class of which they are a member 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. The director
class of any directors chosen to fill newly created directorships
shall be designated by the Board and such directors shall hold
office until the next election of directors of the class of which
they are a member and until their successors shall be elected and
qualified.
ARTICLE XI.
The street address of the registered office of the
corporation is 14507 Frontier Rd., Omaha, NE 68138, and the name
and address of its registered agent is Robert E. Synowicki, Jr.,
14507 Frontier Rd., Omaha, NE 68138.
The foregoing Restated Articles of Incorporation supersede
the original Articles of Incorporation of the corporation, and all
amendments thereto.
Dated at Omaha, Nebraska on this 8th day of May, 2007
/s/ James L. Johnson
______________________________
James L. Johnson,
Secretary