<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
RUSH ENTERPRISES, INC.
1. Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, Rush Enterprises, Inc., a Texas corporation (the "Company"),
adopts Restated Articles of Incorporation, which accurately copy the Articles
of Incorporation and all amendments thereto that are in effect to date and as
further amended by such Restated Articles of Incorporation as hereinafter set
forth and which contain no other change in any provision thereof.
2. The Articles of Incorporation are hereby amended by adding the
following Article Eleven:
"ARTICLE ELEVEN
If, with respect to any matter for which the affirmative
vote or concurrence of the shareholders of the Corporation
is required, any provision of the Texas Business
Corporation Act would, but for this Article Eleven, require
the affirmative vote or concurrence of the holders of
shares having more than a majority of the votes entitled to
vote on such matter, or of any class or series thereof, the
affirmative vote or concurrence of the holders of shares
having only a majority of the votes entitled to vote on
such matter, or of any class or series thereof, shall be
required with respect to any such matter."
3. This amendment has been effected in conformity with the
provisions of the Texas Business Corporation Act and such Restated Articles of
Incorporation and such amendment made by the Restated Articles of
Incorporation were duly adopted by the shareholders of the corporation on the
16th day of May 2000.
4. The number of shares outstanding was 7,002,044; the number of
shares entitled to vote on the Restated Articles of Incorporation as so
amended was 5,862,440; the number of shares voted for such Restated Articles
of Incorporation as so amended was 5,171,859; and the number of shares voted
against such Restated Articles of Incorporation as so amended was 44,245.
5. The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles of
Incorporation, which accurately copy the entire text thereof and as amended as
above set forth:
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RUSH ENTERPRISES, INC.
ARTICLE ONE
The name of the corporation is Rush Enterprises, Inc.
ARTICLE TWO
The period of duration of the corporation is perpetual.
ARTICLE THREE
The corporation is organized to transact any and all lawful business for
which a corporation may be incorporated under the Texas Business Corporation
Act.
ARTICLE FOUR
The total number of shares of all classes of stock which the
corporation shall be authorized to issue is 26,000,000 shares, divided into
the following: (i) 1,000,000 shares of preferred stock, of the par value $.01
per share ("Preferred Stock"), and (ii) 25,000,000 shares of common stock, of
the par value $.01 per share ("Common Stock").
A description of the respective classes of stock and a statement of the
designations, preferences, limitations and relative rights of such classes of
stock and the limitations on or denial of the voting rights of the shares of
such classes of stock are as follows:
A.
PROVISIONS APPLICABLE TO PREFERRED STOCK
Preferred Stock may be issued from time to time in one or more series
and in such amounts as may be fixed and determined herein or by the board of
directors. The designations, preferences, limitations and relative rights,
including voting rights, of each series of Preferred Stock shall be such as
are fixed by the board of directors, and stated and expressed in a resolution
or resolutions adopted by the board of directors providing for the
establishment of any such series of Preferred Stock. The board of directors
is hereby expressly authorized to establish any series of unissued shares of
Preferred Stock by fixing and determining the designations, preferences,
limitations and relative rights, including voting rights, of the shares of any
series so established, within the limitations set forth in Article 2.13 of the
Texas Business Corporation Act and herein, and to increase or decrease the
number of shares within each such series; provided, however, that the board of
directors may not decrease the number of shares within a series below the
number of shares within such series that is then issued.
-2-
<PAGE>
Except in respect of the particulars fixed by the board of directors
for series established by the board of directors as permitted hereby, all
shares of Preferred Stock shall be of equal rank and shall be identical. All
shares of any one series of Preferred Stock so designated by the board of
directors shall be alike in every particular, except that shares of any one
series issued at different times may differ as to the dates from which
dividends thereon shall be cumulative.
B.
PROVISIONS APPLICABLE TO COMMON STOCK
1. JUNIOR STOCK. Common Stock is junior to each series of
Preferred Stock and is subject to all of the rights, privileges and
preferences and priorities of Preferred Stock as herein set forth.
2. DIVIDENDS. Subject to all rights of each series of Preferred
Stock, dividends may be paid on Common Stock as and when declared by the board
of directors of the corporation out of any funds of the corporation legally
available for the payment thereof.
3. LIQUIDATION PREFERENCE. Subject to all of the rights,
privileges and preferences and priorities of each series of Preferred Stock,
after payment shall have been made in full to the holders of each series of
Preferred Stock in the event of any liquidation, dissolution or winding up of
the corporation, to the extent of the liquidation preferences of such classes
of stock, the remaining assets and funds of the corporation shall be
distributed ratably to the holders of Common Stock according to their
respective shares.
4. VOTING. Subject to all of the rights, privileges and
preferences and priorities of each series of Preferred Stock, the holders of
shares of Common Stock shall possess full voting power for the election of
directors and for all other purposes. In the exercise of its voting power,
Common Stock shall be entitled to one vote for each share held.
C.
PROVISIONS APPLICABLE TO BOTH PREFERRED
STOCK AND COMMON STOCK
1. PREEMPTIVE RIGHTS. Ownership of shares of any class of the
capital stock of the corporation shall not entitle the holders thereof to any
preemptive right to subscribe for or purchase or have offered to them for
subscription or purchase any additional shares of capital stock of any class
of the corporation or any securities convertible into any class of capital
stock of the corporation, however acquired, issued or sold by the corporation,
it being the purpose and intent hereof that the board of directors shall have
full right, power and authority to offer for subscription or sell or to make
any disposal of any or all unissued shares of the capital stock of the
corporation or any securities convertible into stock or any or all shares of
stock or convertible securities issued and thereafter acquired by the
corporation, for such consideration, not less than the par value thereof, or,
in the case of any class of stock without par value, the stated value thereof,
in money, property or labor, as the board of directors shall determine.
-3-
<PAGE>
2. CUMULATIVE VOTING. No shareholder of the corporation shall have
the right of cumulative voting at any election of directors or upon any other
matter.
3. AUTHORITY TO PURCHASE OWN SHARES. The corporation shall have
the authority to purchase, directly or indirectly, its own shares to the
extent of the aggregate of unrestricted capital surplus available therefor.
ARTICLE FIVE
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done or property actually received.
ARTICLE SIX
The street address of its present registered office is 555 IH 35 South,
New Braunfels, Texas 78130, and the name of the registered agent at such
addresses is W.M. "Rusty" Rush.
ARTICLE SEVEN
The number of directors constituting the board of directors as of the
date of these Restated Articles of Incorporation is six, and the names and
addresses of the persons who are to serve as directors until the next annual
meeting of the shareholders, or until their successors are elected and qualify
are:
NAME ADDRESS
---- -------
W. Marvin Rush 555 IH 35 South, New Braunfels, Texas 78130
W. M. "Rusty" Rush 555 IH 35 South, New Braunfels, Texas 78130
Robin M. Rush 555 IH 35 South, New Braunfels, Texas 78130
Ronald J. Krause 555 IH 35 South, New Braunfels, Texas 78130
Harold D. Marshall 555 IH 35 South, New Braunfels, Texas 78130
John D. Rock 555 IH 35 South, New Braunfels, Texas 78130
ARTICLE EIGHT
A director of the corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for
any act or omission not in good faith that constitutes a breach of duty of the
director to the corporation or any act or omission that involves intentional
misconduct or a knowing violation of law, (iii) for any transaction from which
the director received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office, or (iv) for
any act or omission for which the liability of the director is expressly
provided by statute. If either the Texas Business Corporation Act, the Texas
Miscellaneous Corporation Laws Act or any other applicable Texas
-4-
<PAGE>
statute 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 liability provided herein,
shall be limited to the fullest extent permitted by such amended act. Any
repeal or modification of this Article VIII by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the liability of a director of the corporation existing at the
time of such repeal or modification.
ARTICLE NINE
Any action required or which must or may be taken at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of shares of voting stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
ARTICLE TEN
The power to alter, amend or repeal the bylaws or adopt new bylaws is
vested in the board of directors, subject to repeal or change by action of the
shareholders.
ARTICLE ELEVEN
If, with respect to any matter for which the affirmative vote or
concurrence of the shareholders of the Corporation is required, any provision
of the Texas Business Corporation Act would, but for this Article Eleven,
require the affirmative vote or concurrence of the holders of shares having
more than a majority of the votes entitled to vote on such matter, or of any
class or series thereof, the affirmative vote or concurrence of the holders of
shares having only a majority of the votes entitled to vote on such matter, or
of any class or series thereof, shall be required with respect to any such
matter.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of August
2000.
RUSH ENTERPRISES, INC.
By /s/ W. Marvin Rush
------------------------------------------
W. Marvin Rush
Chairman of the Board and Chief
Executive Officer
-5-
