EXHIBIT 3.1
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
P.A.M. TRANSPORTATION SERVICES, INC.
1. The name of the corporation is P.A.M. Transportation Services, Inc.
2. The address of its registered office in the State of Delaware is Corporation
Trust Center 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of the registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purpose to be conducted or promoted is to
engage in any lawful act of activity to which corporation may be organized under
the General Corporation Law of Delaware.
4. The corporation shall have authority to issue 50,000,000 shares of capital
stock, consisting of 40,000,000 shares of common stock, having a par value of
$.01 per share, designated "common stock," and 10,000,000 shares of preferred
stock, having a par value of $.01 per share, designated "preferred stock."
Authority is hereby expressly granted to the Board of Directors from time to
time to issue the Preferred stock as Preferred stock of one or more series and,
in connection with the creation of any such series, to fix by resolution or
resolutions providing for the issue of such shares of the designation, powers,
preferences, and relative, participating, optional, or other special rights of
such series, and the qualifications, limitations, or restrictions thereof. Such
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination of the following:
(a) the distinctive designation of, and the number of shares comprising, such
series, which number may be increased (except where otherwise provided by the
Board of Directors in creating such series) from time to time by like action of
the Board of Directors;
(b) the dividend rate or amount for such series, if any, the conditions and
dates upon which dividends shall be payable, the relation which such dividends
therein shall bear to the dividends payable on any other class or classes or any
other series of any class or classes of stock, and whether such dividends shall
be cumulative or non-cumulative;
(c) whether or not the shares or such series shall be subject to redemption by
the corporation and the times, prices and other terms and conditions of such
redemption;
(d) whether or not the shares of such series shall be subject to the operation
of a sinking fund or purchase fund to be applied to the redemption or purchase
of such shares and, if such a fund be established, the amount thereof and the
terms and provisions relative to the application thereof;
(e) whether or not the shares of such series shall have voting rights, and, if
they are to have voting rights, the extent thereof;
(f) the rights of the shares of such series in the event of any liquidation,
dissolution, or winding up of the corporation or upon any distribution of its
assets; and
(g) any other powers, preferences, and relative participating, optional, or
other special rights of the shares of such series, and the qualifications,
limitations, or restrictions thereof, to the full extent now or hereafter
permitted by law and nonconsistent with the provisions hereof.
5. The corporation is to have perpetual existence.
6. Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor of stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolutions or of any receiver or receivers appoint for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directors. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as 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, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
7. No director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
8. In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter or repeal the by-laws
of the corporation.
9. Election of the directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
10. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors of any by-laws of the corporation.
11. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
12. A. The Board of Directors of the corporation, when evaluating any offer to
another individual, firm, corporation, or other entity ("Person") (a) to make a
tender or exchange offer for any equity security of the corporation, (b) to
merge or consolidate the corporation with such other person, or (c) to purchase
or otherwise acquire all or substantially all of the properties and assets of
the corporation ("Acquisition Proposal"), shall, in connection with the exercise
of its business judgment in determining what is in the best interest of the
corporation and its stockholders, give due consideration to all relevant
factors, including without limitation, the consideration being offered in the
Acquisition Proposal in relation to the then current market price of the
corporation's stock, but also in relation to the then current value of the
corporation in a freely negotiated transaction and in relation to the Board of
Directors' then estimate of the future value of the corporation as an
independent entity, the social and economic effects on the employees, customers,
suppliers, and other constituents of the corporation and on the communities in
which the corporation and its subsidiaries operate or are located and the
desirability of maintaining independence from any other business or business
entity.
B. No amendment to this Amended and Restated Certificate of
Incorporation shall amend, alter, change or repeal any of the provisions of this
Article 12, unless such amendment, in addition to receiving any shareholder vote
or consent required by the laws of the State of Delaware in effect at the time,
shall receive the affirmative vote or consent of the holders of seventy-five
percent (75%) of the outstanding shares of stock of the corporation entitled to
elect Directors.