AMENDED AND RESTATED
BYLAWS
OF
KNIGHT TRANSPORTATION, INC.
The Bylaws of Knight Transportation, Inc., set forth below,
amend and supersede in their entirety the Bylaws adopted by the corporation on
April 11, 1995, effective as of the time set forth in Section 9 below.
Section 1. Identification
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1.1 Name. The name of the corporation is Knight
Transportation, Inc.
1.2 Principal Office. The principal office of the corporation
shall be at 5601 West Buckeye Road, Phoenix, Arizona, and additional offices may
be maintained at such other places within or without the State of Arizona as the
Board of Directors may from time to time designate.
1.3 Fiscal Year. The fiscal year of the corporation shall be
the calendar year ending December 31 of each year.
Section 2. Meetings of Shareholders
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2.1 Annual Meeting. Effective for calendar years beginning
after December 31, 1994, the annual meeting of shareholders shall be held on the
second Wednesday in May, if not a legal holiday, and if a legal holiday, then on
the next business day following, or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting. At the annual meeting, shareholders shall elect a Board of Directors
and transact such other business as may properly be brought before the meeting.
2.2 Notice. No notice of the annual meeting need be given.
Unless properly waived, notice of any special meeting shall be mailed to the
last known address of each shareholder as the same appears on the records of the
corporation, at least ten (10) days and not more than fifty (50) days prior to
such meeting, and shall state in general the purposes for which it is called.
Notice to shareholders shall not be necessary for any adjourned annual or
special meeting except the statement at such meeting in making adjournment.
2.3 Presiding Officer. The Chairman, or in his absence, a
chairman appointed by the shareholders present, shall call meetings of the
shareholders to order, and shall act as chairman thereof.
2.4 Quorum. A majority of the voting stock issued and
outstanding, represented by the holders thereof either in person or by proxy,
appointed by an instrument in writing and subscribed by such shareholder, shall
be a quorum at all meetings of shareholders.
2.5 Adjournment. If at any annual or special meeting of
shareholders, a quorum shall fail to attend in person or by proxy, a majority in
interest of the shareholders attending in person or by proxy at the time of such
meeting may, at the end of an hour, adjourn the meeting from time to time
without further notice until a quorum shall attend, and thereupon any business
may be transacted which might have been transacted at the meeting as originally
called had the same been held.
2.6 Special Meetings. Special meetings of the shareholders for
any purpose shall be held whenever called by a vote of the majority of the Board
of Directors, and shall be called whenever shareholders owning one-tenth of the
capital stock issued and outstanding shall, in writing, make application
therefor to the President, stating the object of such meeting. Notice thereof
shall be given as provided in Section 2.2.
2.7 Voting. At all annual and special meetings of
shareholders, every holder of voting shares of stock may appear and vote either
in person or by proxy in writing, and shall have one vote for each share of
voting stock, so held and represented at such meeting, with the right to
cumulate such votes for the election of directors. All proxies shall be filed
with the Secretary of the corporation prior to any meeting for which they are to
be effective. Upon demand of any shareholder, voting upon any question at any
meeting shall be by ballot.
2.8 Order of Business and Rules of Procedure. The order of
business and the rules of procedure used at any meeting of the shareholders
shall be as determined by the chairman.
2.9 Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors of the corporation may provide that
the stock transfer books shall be closed for a stated period not to exceed, in
any case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of the shareholders, the books shall be closed for at least ten (10)
days immediately preceding the meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date, in any case, to be not more
than sixty (60) days nor less than ten (10) days prior to the date on which the
particular action requiring this determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for any
such purpose, then the record date shall be determined in accordance with
Section 10-030 of the Arizona Revised Statutes. When a determination of
shareholders has been made as provided in this section, the determination shall
apply to any adjournment thereof.
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2.10 Voting List. The Secretary of the corporation shall make
from the stock transfer books a complete record of the shareholders entitled to
vote at the meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. Such record shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purposes thereof. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at the meeting.
2.11 Action Without A Meeting. Any action required to be taken
at a meeting of the shareholders of the corporation, or any action that may be
taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
This consent shall have the same effect as a unanimous vote of shareholders and
may be stated as such in any document.
Section 3. Board of Directors
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3.1 Number. The Articles of Incorporation authorize the
business and affairs of the Corporation to be managed and controlled by a Board
of Directors of not less than three (3) nor more than eleven (11) directors, who
need not be shareholders of the Corporation or residents of this State. The
Board shall be comprised of nine (9) members, but by a vote of a majority of the
Board of Directors, additional directors may be added.
3.2 Removal. At a meeting of shareholders called expressly for
that purpose, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. Provided, however, that if less
than the entire board is to be removed, no one of the directors may be removed
if the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors.
3.3 Annual Meeting. Immediately after the annual meeting of
the shareholders, the newly-elected directors shall meet for the purpose of
organization, the election of officers, and the transaction of other business.
3.4 Special Meetings. Special meetings of the Board may be
held after proper notice has been given, unless properly waived. Unless
otherwise specified in the notice thereof, any and all business may be
transacted at a special meeting.
3.5 Notice of Meetings. No notice of the annual meeting of the
Board of Directors need be given. Unless properly waived, notice of any special
meeting of the Board of Directors, stating the time and in general terms the
purpose or purposes thereof, shall be mailed to all of the directors at least
ten (10) days prior to such meeting, to the last known address of each director
as the same appear on the records of the corporation.
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3.6 Place of Meeting. The directors shall hold their meetings,
have an office and keep the books of the corporation at such place or places
within or without the State of Arizona as the Board of Directors from time to
time may determine. Unless otherwise determined, such place shall be at the
principal office of the corporation, as stated in Section 1.2 hereof. Meetings
of the Board of Directors, whether regular or special, may be held by means of
telephone conference or similar equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting.
3.7 Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business. The act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless the act of a greater number is required by
statute, the Articles of Incorporation or the Bylaws.
3.8 Chairman. At all meetings of the Board of Directors the
Chairman, or in his absence a chairman chosen by the directors present, shall
preside.
3.9 Committees. From time to time the Board may appoint
committees for any purpose, who shall have such power as shall be specified in
the resolution of appointment.
3.10 Compensation. Any officer or employee of the corporation
serving as a director and all members of committees shall serve without
compensation; however, they shall be paid the necessary expenses incurred in the
execution of their duties. Independent directors who are not employees of the
corporation may receive such compensation as the Board of Directors, from time
to time, determines appropriate. Nothing herein shall preclude the paying by the
corporation of a salary or other compensation to an officer or employee who is
also a director.
3.11 Vacancies. In case of any vacancy among the directors
through death, resignation, disqualification, or other cause, or in the case of
a vacancy arising from the creation of a new directorship, the other directors,
by affirmative vote of a majority thereof, may fill such vacancy for the
unexpired portion of the term of directorship which is vacant, and until
election of and qualification of his successor.
3.12 Action Without A Meeting. Any action that may be taken at
a meeting of the directors or of a committee may be taken without a meeting if a
consent in writing, setting forth the action taken, shall be signed by all of
the directors or all of the members of the committee, as the case may be.
Section 4. Officers
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4.1 Executive. The executive officers of the corporation shall
be a Chairman, Chief Executive Officer, President, Vice President, Chief
Financial Officer and Secretary and any
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other officers as may from time to time be appointed, each of whom shall hold
his office during the pleasure of the Board of Directors.
4.2 Tenure of Office. All officers shall be subject to removal
at any time, with or without cause, by the affirmative vote of a majority of the
Board of Directors.
4.3 Chairman. The Chairman shall preside at all meetings of
the shareholders and of the directors. He may, from time to time, call special
meetings of the Board of Directors whenever he shall deem it proper to do so and
shall do so when a majority of the Board of Directors shall request him in
writing to do so. The Chairman, in the event of the Chief Executive Officer's
absence or inability to act, shall have all of the powers of the Chief Executive
Officer. The Chairman may sign and execute all authorized contracts, checks, and
other instruments or obligations in the name of the corporation. The Chairman
shall do and perform such other duties and have such other powers as from time
to time may be assigned to him by the Board of Directors.
4.4 Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the corporation, and shall have general charge
of the business and affairs of the corporation. He may sign and execute all
authorized contracts, checks, and other instruments or obligations in the name
of the corporation. The Chief Executive Officer, in the event of the Chairman's
absence or inability to act, shall have all of the powers of the Chairman. The
President shall do and perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors.
4.5 President. The President shall be the chief operating
officer and shall be responsible for all corporate sales and all operations of
the corporation's truck fleet. He may sign and execute all authorized contracts,
checks, and other instruments or obligations in the name of the corporation. The
President, in the event of the absence or inability of the Chairman and Chief
Executive Officer to act, shall have all the powers of both officers. The
President shall do and perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors.
4.6 Vice President. The Vice President may be designated as
Executive Vice President. Any person appointed Executive Vice President may, in
the event of the President's absence or inability to act, have all of the powers
of the President. The Executive Vice President may sign and execute all
authorized contracts, checks, and other instruments or obligations in the name
of the Company in an amount authorized by the Board of Directors. The Executive
Vice President shall have general charge of the sales and marketing aspects of
the Company's Los Angeles operations. He shall perform such other duties as the
Board of Directors shall delegate to him.
4.7 Secretary. The Secretary shall keep the minutes of all
proceedings of the Board and the minutes of all meetings of shareholders. He
shall attend to the giving and serving of all notices for the corporation when
directed by the President. He may sign with the President, in the name of the
corporation, all contracts authorized by the Board, and shall have authority to
affix
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the seal of the corporation thereto. He shall have charge of all certificate
books and such other books and papers as the Board may direct; he shall sign,
with the President, certificates of stock. He shall, in general, perform all the
duties incident to the office of the Secretary, subject to the control of the
Board.
4.8 Chief Financial Officer; Treasurer. The offices of
Treasurer and Chief Financial Officer shall be occupied by the same person and
shall have the same duties and obligations. The Treasurer shall have the custody
of all the funds and securities of the corporation which may come into his
hands. He may endorse on behalf of the corporation for collection, checks, notes
and other obligations, and shall deposit the same to the credit of the
corporation in such bank or banks or depositories as the Board of Directors may
designate. He may sign receipts and vouchers for payments made to the
corporation. He may sign checks made by the corporation and pay out and dispose
of the same under the direction of the Board. He may sign, with the President,
or such other person or persons as may be designated by the Board, all
authorized promissory notes and bills of exchange of the corporation; whenever
required by the Board he shall render a statement of his cash accounts. He shall
enter regularly in books of the corporation, to be kept by him for that purpose,
full and accurate accounts of all monies received and paid by him on account of
the corporation. He shall perform all duties incident to the position of
Treasurer subject to the control of the Board. The powers and duties of the
Treasurer may be exercised and performed by any of the other officers, as the
Board may direct.
4.9 Miscellaneous. Assistant Secretaries and Assistant
Treasurers may be selected by the Board of Directors at any meeting. They shall
perform any and all duties of the Secretary and of the Treasurer in the absence
or incapacity of either, and such other duties as the Board of Directors may
require.
Section 5. Capital Stock
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5.1 Payment for Shares. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in labor or services actually performed for the corporation.
When payment of the consideration for which shares are to be issued shall have
been received by the corporation, or any wholly owned subsidiary, such shares
shall be deemed to be fully paid and nonassessable. Neither promissory notes nor
future services shall constitute consideration for the issuance of shares. In
the absence of fraud in the transaction, the judgment of the Board of Directors
as to the value of the consideration received for shares shall be final and
conclusive. No certificate shall be issued for any share until the share is
fully paid.
5.2 Certificates Representing Shares. Each holder of capital
stock of the corporation shall be entitled to a certificate signed by the
President and the Secretary of the corpora tion, and sealed with the corporate
seal, certifying the number of shares owned by him in the corporation.
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5.3 Lost, Stolen or Destroyed Certificates. The corporation
shall issue a new stock certificate in place of any certificate theretofore
issued where the holder of record of the certificate:
(a) Makes proof in affidavit form that the
certificate has been lost, destroyed or wrongfully taken;
(b) Requests the issuance of a new certificate before
the corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of any adverse claim;
(c) Gives a bond in such form and with such surety as
the corporation may direct, to indemnify the corporation against any claim that
may be made on account of the alleged loss, destruction, or theft of the
certificate;
(d) Satisfies any other reasonable requirement
imposed by the corporation.
When a certificate has been lost, apparently destroyed, or
wrongfully taken and the holder of record fails to notify the corporation within
a reasonable time after he has notice of it, and the corporation registers a
transfer of the shares represented by this certificate before receiving such
notification, the holder of record is precluded from making any claim against
the corporation for the transfer or for a new certificate.
5.4 Purchase of Its Own Shares. The corporation may purchase
its own shares of stock from the holders thereof subject to the limitations
imposed by the Articles of Incorporation with respect thereto.
5.5 Dividends. The Board, in its discretion, may from time to
time declare dividends upon the capital stock from the surplus or net profits of
the corporation when and in the manner it deems advisable, so long as no rule of
law is thereby violated.
Section 6. Waiver of Notice
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Any shareholder, director or officer may waive any notice
required to be given by these Bylaws of any meeting otherwise prescribed
hereunder. Any meeting at which all shareholders or directors are present (or
with respect to which notice is waived by any absent shareholder or direc tor)
may be held at any time for any purpose and at any place and shall be deemed to
have been validly called and held, and all acts performed and all business
conducted at such meeting shall be valid in all respects.
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Section 7. Indemnification
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7.1 Indemnification. The corporation shall indemnify and save
harmless all of its existing and former directors from and against all expenses
incurred by them, including, but not limited to, legal fees, judgments,
penalties, and amounts paid in settlement or compromise, to the fullest extent
not prohibited by law, as it now exists or may hereafter be amended, in
connection with any proceeding, actual or threatened, to which they may be made
a party by reason of their service to or at the request of the corporation,
including service in their capacity as officers, unless it is established that:
(i) the act or omission of the indemnified party was committed in bad faith;
(ii) the indemnified party did not believe such act or omission to be in, or not
opposed to, the best interests of the corporation; (iii) in the case of any
criminal proceeding, the indemnified party had reasonable cause to believe that
the act or omission was unlawful; or (iv) the indemnified party is adjudged to
be liable to the corporation unless a court of competent jurisdiction determines
that such person is entitled to indemnity. The corporation shall advance to any
director seeking indemnification pursuant to Section 7.1 expenses, including
attorneys' fees, actually and reasonably incurred in defending any civil or
criminal action, suit or proceeding in advance of any final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director seeking indemnification to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation. In the
event the corporation is requested to indemnify an existing or former director
in connection with any threatened, pending or completed action or suit by or in
the right of the corporation to procure judgment in its favor by reason of the
fact that such person was a director, officer, or employee or agent of the
corporation, or is or was serving at the request of the corporation in such
capacity, the corporation shall indemnify such person against expenses,
including attorneys' fees, but excluding judgments and fines, and for amounts
paid in settlement, actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit, if such person acted, or
failed to act, in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that a court in which such action or suit was
brought shall determine, upon application, that despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem to be proper.
7.2 Determination by Board. Whenever any existing or former
director shall report to the President that he has incurred or may incur
expenses described in Section 7.1, the Board of Directors (other than any
interested director) shall, at its next regular meeting or at a special meeting
held within a reasonable time thereafter, determine whether, in regard to the
matter involved, the person in question is entitled to indemnification pursuant
to Section 7.1. If the Board determines that the standards of Section 7.1 are
met, indemnification shall be made. In the event the Board of Directors refuses
to indemnify a person who is determined by a court of competent jurisdiction to
be entitled to indemnification under Section 7.1 or applicable law, the
corporation shall, in addition to extending such indemnification, reimburse the
person entitled to indemnification for all attorneys' fees and costs of court
actually incurred. The corporation shall have the right to
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refuse indemnification in any instance in which the person to whom
indemnification would otherwise have been extended unreasonably refuses to
cooperate in the investigation or defense of such matter or to permit the
corporation, at its own expense, to retain counsel of its own choosing to defend
him.
7.3 Indemnification Agreement. The Board of Directors may
authorize the corporation to indemnify directors, officers, or employees to the
fullest extent permitted by law.
7.4 Non-Exclusivity. The indemnification rights contained in
this Section 7 shall not be exclusive of or preclude any other rights of
indemnification to which a director, officer, employee or agent may be entitled,
whether pursuant to law or agreement.
Section 8. Amendment and Repeal
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These Bylaws may be amended or repealed or new Bylaws may be
adopted by the Board of Directors in such instance as the Board may determine to
be advisable; provided, however, that the provisions of Section 7 shall not be
amended except with the consent of a sixty-seven percent (67%) majority of the
Board of Directors. No notice need be given of any action concerning these
Bylaws previous to any such meeting, if the proposed amendment, repeal or
adoption of new Bylaws is one of necessity arising at such meeting, and is in
furtherance of the legitimate aims of the corporation. In all other situations,
unless properly waived, notice of any meeting at which any action concerning the
Bylaws is proposed shall be mailed to all directors at least ten (10) days prior
to such meeting, and in the same manner prescribed for giving notice of special
meetings of the Board of Directors. Such notice shall state in general terms the
nature of any proposed action concerning the Bylaws.
Section 9. Effective Date
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These Amended and Restated Bylaws of Knight Transportation,
Inc. shall become effective as of December 20th, 1996.
Dated as of the 20th day of December, 1996.
/s/Gary J. Knight
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Gary J. Knight, President
/s/Clark A. Jenkins
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Clark A. Jenkins, Secretary
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Certificate
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The undersigned, Clark Jenkins, Secretary of Knight
Transportation, Inc. does hereby certify that the foregoing copy of the Bylaws
of this corporation is a true and correct copy of the corporation's Bylaws, duly
adopted by the Board of Directors, and that such Bylaws have not been amended or
repealed.
DATED: December 20, 1996.
/s/Clark A. Jenkins
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Clark A. Jenkins, Secretary
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