EXHIBIT NO. 3.9
CERTIFICATE OF INCORPORATION
OF
YELLOW INTERNATIONAL CONSOLIDATION SERVICES, INC.
First: The name of the corporation is Yellow International Consolidation
Services, Inc.
Second: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at such address is
the Corporation Service Company.
Third: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.
Fourth: The total number of shares of capital stock of all classifications
which the Corporation shall have authority to issue is Five Thousand (5,000)
shares of Common Stock having a par value of $1 per share.
Fifth: The business and affairs of the Corporation shall be managed by the
Board of directors, and the directors need not be elected by ballot unless
required by the bylaws of the corporation.
Sixth: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized to
adopt, amend or repeal the bylaws.
Seventh: A director of the corporation shall not be personally 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, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision consigned in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue (sic), and all rights conferred
herein are granted subject to this reservation.
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NINTH: The incorporator is William F. Martin, Jr., whose mailing address is
10990 Roe Avenue, Overland Park, Kansas 66211.
/s/ WILLIAM F. MARTIN, JR.
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William F. Martin, Jr.
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Yellow International Consolidation Services, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware.
DOES HEREBY CERTIFY:
FIRST: That a meeting of the Board of Directors of Yellow International
Consolidation Services, Inc., a resolution was duly adopted setting forth a
proposed amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "First" so that, as amended, said
Article shall be and read as follows:
The name of the corporation is Globe.com, Lines, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said Yellow International Consolidation Services, Inc., has
caused this certificate to be signed by William F. Martin, Jr., an Authorized
Officer, this 8th day of April, 1999.
By: /s/ WILLIAM F. MARTIN, JR.
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Authorized Officer
Name: William F. Martin, Jr.
Title: Vice President
Attest: /s/ LAWRENCE D. BERKOWITZ
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Lawrence D. Berkowitz
Title: Secretary
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
OF
GLOBE.COM LINES, INC.
GLOBE.COM LINES, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.
The Board of Directors of GLOBE.COM LINES, INC. adopted the following
resolution on the 23rd day of February, 2001.
Resolved that the registered office of GLOBE.COM LINES, INC. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.
IN WITNESS WHEREOF, GLOBE.COM LINES, INC. has caused this statement to be
signed by William F. Martin, Jr., its Senior Vice President, this 15th day of
March, 2001.
/s/ WILLIAM F. MARTIN, JR.
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William F. Martin, Jr.,
Senior Vice President