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EXHIBIT 3.1
SECOND AMENDED ARTICLES OF INCORPORATION
OF
CALIBER SYSTEM, INC.
ARTICLE I
The name of the Corporation shall be Caliber System, Inc.
ARTICLE II
The place in Ohio where the prindpal office of the Corporation is to be
located is in the City of Akron, County of Summit.
ARTICLE III
The Corporation is formed for the purpose of engaging in any lawful act
or activity for which corporations may be formed under Sections 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.
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ARTICLE IV
The maximum number of shares which the Corporation is authorized to
have outstanding is 240,000,000 shares, consisting of 40,000,000 shares of
serial preferred stock without par value (hereinafter called Serial Preferred
Stock) and 200,000,000 shares of common stock without par value (hereinafter
called Common Stock).
The express terms of the shares of each class are as follows:
Division A
Serial Preferred Stock
The Serial Preferred Stock may be issued from time to time in one or more
series. Subject to the provisions of this Division A, which provisions shall
apply to all Serial Preferred Stock, the Board of Directors hereby is
authorized to cause such shares to be issued in one or more series and to adopt
from time to time amendments to these Amended Articles of Incorporation with
respect to each such series to fix: the division of such shares into series and
the designation and authorized number of shares of each series; the dividends
or distribution rate; the dates of payment of dividends or distributions
and the dates from which they are cumulative; liquidation price; redemption
rights and price; sinking fund requirements; conversion rights; and
restrictions on the issuance of shares of any class or series. The holders of
Serial Preferred Stock shall be entitled to one vote for each share upon all
matters presented to the shareholders; and, except as required by law, the
holders of Serial Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters.
Division B
Common Stock
The Common Stock shall be subject to the express terms of the Serial
Preferred Stock and of any series thereof. The holders of shares of Common
Stock shall be entitled to one vote for each share upon all matters presented
to the shareholders. No holder of shares of Common Stock shall have a
preemptive right to subscribe to additional issues of the stock of this
Corporation of any or all classes or series.
ARTICLE V
These Amended Articles of Incorporation supersede the existing
Articles.
ARTICLE VI
Except as otherwise provided by law, the Articles, or the Regulations
of this Corporation, as they may respectively be amended, all of the powers of
this Corporation shall be possessed and exercised by the Board of Directors.
ARTICLE VII
The Corporation may redeem or purchase shares of any kind or class
issued by it, to such extent, at such time, in such manner and upon such terms
as its Board of Directors shall
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determine; provided, however, that the Corporation shall not redeem or purchase
its own shares if immediately thereafter its assets would be less than its
liabilities plus stated capital, or if the Corporation is insolvent, or if
there is reasonable ground to believe that by such redemption or purchase it
would be rendered insolvent
ARTICLE VIII
The number of Directors of this Corporation, which shall constitute the
whole Board; shall be such as from time to time shall be fixed by, or in the
manner provided in, the Code of Regulations, but in no case shall the number be
less than three. Directors need not be shareholders of this Corporation.
ARTICLE IX
A Director of this Corporation shall not be disqualified by such office
from dealing or contracting with this Corporation as a vendor, purchaser,
employee, agent or otherwise; nor shall any transaction or contract or act of
this Corporation be void or voidable or in any way invalidated or affected by
reason of the fact that any organization or member of any organization of which
such Director is a member or any corporation of which such Director is a
shareholder, officer or director is in any way interested in such transaction
or contract or act, provided that the fact that such member, such organization,
or such corporation is so interested in such transaction or contract or act has
been disclosed or is known to the Board of Directors of this Corporation or
such members thereof as shall be present at any meeting of such Board of
Directors at which action upon any such transaction or contract or act shall be
taken; and provided that if such fact is so disclosed or known, no such
Director shall be accountable or responsible to this Corporation for, or in
respect of, any such transaction or contract or act of this Corporation or for
any gains or profits realized by him by reason of the fact that he or any
organization of which he is a member, shareholder, officer or director is
interested in such transaction or contract or act.
ARTICLE X
Any provision contained in these Articles of Incorporation may be
amended, altered or repealed by the affirmative vote or consent of the holders
of shares entitling them to exercise a majority of the voting power of the
Corporation or by the affirmative vote of a majority of the holders of shares
of every particular class entitled by law or these Articles of Incorporation to
vote on such amendment, alteration or repeal, unless a greater vote is
mandatory under Article Xl; provided, however, the foregoing shall not prohibit
the Directors from amending, altering or repealing any article when permitted
by the General Corporation Law of Ohio, as amended.
ARTICLE Xl
(A) Any proposal or proceeding for the merger or consolidation of this
Corporation, or any combination or majority share acquisition of this
Corporation, or any sale, lease, or exchange of substantially all of the assets
of this Corporation shall not be effected unless a meeting of the shareholders
of this Corporation is held to act thereon and the votes of the holders of
voting stock of this Corporation outstanding representing not less than 66-2/3%
of the votes entitled to vote thereon are voted in favor thereof; provided,
however, notwithstanding anything to the contrary herein, the 66-2/3% vote
required under this Article Xl shall be changed to the percentage of votes
specified in Article XII hereof if, at a meeting of
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the Board of Directors legally called and held, 87.5% of the Directors shall
have voted to recommend approval of the proposal or proceeding to the
shareholders or if 100% of the Directors shall have consented thereto in
writing in accordance with the General Corporation Law of Ohio. The vote
required under this Article XI is in addition to the requirements of the
General Corporation Law of Ohio or the Securities Act, as amended (Ohio
Revised Code Ch. 1707), the Securities Exchange Act of 1934, as amended, and
any Rules or Regulations promulgated by the Securities and Exchange Commission
pursuant to that Act, or the law of any other state that may be applicable, and
it shall not be affected by the unconstitutionality of any such statute, rule
or regulation for any reason.
(B) In addition, this Article Xl may not be amended or repealed unless
the holders of voting stock of this Corporation outstanding and representing
66-2/3% of the votes entitled to vote thereon are voted in favor of any such
action.
ARTICLE XII
Except when a greater vote may be required pursuant to Article Xl
hereof, any proposal or proceeding for the: (1) sale, exchange or other
disposition of all, or substantially all, of the assets of the Corporation; (2)
merger or consolidation of the Corporation into a domestic corporation; (3)
merger or consolidation of the Corporation into a foreign corporation; (4)
combination or a majority share acquisition wherein this Corporation is the
acquiring corporation; or (5) the voluntary dissolution of this Corporation,
with respect to which the General Corporation Law of Ohio would require
shareholder authorization, shareholder authorization therefor shall be
sufficiently received if the proposal or proceeding in question receives the
affirmative vote of not less than a majority of the shares of the entire voting
power of the Corporation and of the shares of every class entitled to vote upon
the proposal or proceeding taken at a meeting of the shareholders duly called
and held for such respective purpose or evidenced without a meeting in
accordance with Section 1701.54, as it may be amended.
ARTICLE XIII
The right to cumulate votes in the election of Directors shall not
exist with respect to shares of capital stock of the Corporation.