Exhibit 3.18
CERTIFICATE OF FORMATION
OF
YANKEE LLC
This Certificate of Formation of Yankee LLC (the "LLC"), dated July 1,
2003, is being duly executed and filed by Darice Angel, as an authorized person,
to form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C. 18-101, et seq.).
FIRST. The name of the limited liability company formed hereby is Yankee
LLC.
SECOND. The address of the registered office of the LLC in the State of
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD. The name and address of the registered agent for service of process
on the LLC in the State of Delaware is c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
/s/ Darice Angel
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Darice Angel
Authorized Person
CERTIFICATE OF MERGER
Merging
Roadway Corporation, a Delaware corporation
Into
Yankee LLC, a Delaware limited liability company
Pursuant to the provisions of Section 264 of the Delaware General
Corporation Law (the "DGCL") and Section 18-209 of the Limited Liability Company
Act of the State of Delaware (the "DLLCA"), the undersigned limited liability
company submits the following Certificate of Merger for the purpose of effecting
a merger of domestic entities under the DGCL and the DLLCA.
1. The name and state of incorporation or organization of each of the
constituent entities is as follows:
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Name of Corporation or Limited State of Incorporation or
Liability Company Organization
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Roadway Corporation Delaware
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Yankee LLC Delaware
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2. An agreement of merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent entities in accordance with Section
264(c) of the DGCL and Section 18-209 of the DLLCA.
3. The name of the surviving limited liability company is Yankee LLC (the
"Surviving Entity").
4. The Certificate of Formation of Yankee LLC shall be the Certificate of
Formation of the Surviving Entity.
5. The executed agreement of merger is on file at the principal place of
business of the Surviving Entity, located at 1077 Gorge Boulevard, Akron, Ohio
44310.
6. A copy of the agreement of merger will be furnished by the Surviving
Entity, on request and without cost, to any stockholder or member in either
constituent entity.
IN WITNESS WHEREOF, this Certificate of Merger has been executed by the
undersigned, a duly authorized officer of the Surviving Entity, as of the 11/th/
day of December, 2003.
Yankee LLC
By: /s/ Daniel J. Churay
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Daniel J. Churay
Senior Vice President, General
Counsel and Secretary
CERTIFICATE OF AMENDMENT
OF
YANKEE LLC
1. The name of the limited liability company is Yankee LLC.
2. Article First of the Certificate of Formation of the limited liability
company shall be amended to read in its entirety as follows:
"First. The name of the limited liability company is Roadway LLC."
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Yankee LLC this 11th day of December, 2003.
Yellow Roadway Corporation,
the Sole Member
By: /s/ Daniel J. Churay
-------------------------------------
Name: Daniel J. Churay
Title: Sr. Vice President, General
Counsel and Secretary