Exhibit 3(i)
ARTICLES OF AMENDMENT
THESE ARTICLES OF AMENDMENT are filed on behalf of Bandag, Incorporated,
an Iowa corporation (the "Corporation"), pursuant to Section 490.1006 of the
Iowa Business Corporation Act. Pursuant thereto, the undersigned states as
follows:
1. The name of the Corporation is Bandag, Incorporated, a for-profit Iowa
corporation.
2. On May 14, 2002, at the Corporation's annual shareholder meeting, the
shareholders of the Corporation approved amending the Corporation's Restated
Articles of Incorporation, and the Corporation's Restated Articles of
Incorporation are hereby amended, to add the following paragraph to Article V:
"No person who is or was a director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that any
such person's liability shall not be eliminated or limited for a breach
of the director's duty of loyalty to the Corporation or its shareholders,
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for a transaction from which
the director derives an improper personal benefit, or under Section
490.833 of the Iowa Business Corporation Act. This provision shall not
eliminate or limit the liability of a director for an act or omission
occurring prior to the date when this provision becomes effective."
3. Shareholders of the Corporation's Common Stock, par value $1.00 per
share, and shareholders of the Corporation's Class B Common Stock, par value
$1.00 per share, were entitled to vote on the amendment as a single voting
group. Each share of Common Stock was entitled to one vote at the meeting and
each share of Class B Common Stock was entitled to ten votes at the meeting.
Information regarding the vote is set forth below:
- --------------------------------- ---------------------------- --------------------- ----------------------- ----------------------
Number of Votes Total Number of
Number of Outstanding Indisputably Undisputed Votes
Shares Number of Votes Represented Cast for the
Designation on Record Date Entitled to be Cast at the Meeting Amendment
- --------------------------------- ---------------------------- --------------------- ----------------------- ----------------------
Common Stock 9,080,138 9,080,138 8,347,866 8,058,889/1
- --------------------------------- ---------------------------- --------------------- ----------------------- ----------------------
Class B Common Stock 2,037,200 20,372,000 20,277,430 20,267,920/1
- --------------------------------- ---------------------------- --------------------- ----------------------- ----------------------
- ----------
1 The total number of undisputed votes cast for the amendment by the
holders of the Common Stock and the Class B Common Stock voting as a single
voting group was sufficient for approval of the amendment.
These Articles of Amendment are executed on behalf of the Corporation as of the
14th day of May, 2002.
BANDAG, INCORPORATED
By: /s/ Martin G. Carver
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Martin G. Carver, Chairman of the Board,
Chief Executive Officer and President
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