Exhibit 3.1
Amendment, Dated June 14, 2000,
to
Bylaws of Frozen Food Express Industries, Inc.
The below indicated sections to Article X of the Bylaws are
hereby amended to read as follows:
Section 2. Number and Qualifications. Effective at the
2001 annual meeting of shareholders, the Board of Directors shall
consist of nine (9) persons, which number may be increased or
decreased from time to time by amendment to these Bylaws;
provided that at no time ever shall the number of Directors be
less than three (3), and no decrease shall have the effect of
shortening the term of any incumbent Director. Prior to the 2001
annual meeting, the Board of Directors shall consist of a minimum
of seven (7) and a maximum of nine (9) persons, which number may
be increased or decreased from time to time by amendment to these
By-Laws; provided that at no time ever shall the number of
Directors be less than three (3), and no decrease shall have the
effect of shortening the term of any incumbent Director. Any
directorship to be filled by reason of any increase in the number
of Directors shall be filled by election at any annual meeting,
or at a special meeting of Shareholders called for that purpose.
None of the Directors need be Shareholders of the Corporation or
residents of the State of Texas.
Section 3. Election and Term of Office. At each annual
meeting of the Shareholders, the Shareholders shall elect
Directors to hold office for the terms described herein. At each
election, the persons receiving the greatest number of votes
shall be the directors. The Directors currently in office shall
serve until the 2001 annual meeting of the Shareholders. At the
2001 annual meeting of shareholders, nine Directors will be
elected, who will be divided into three classes. There will be
three Directors in the first class, who will hold office until
the first annual meeting of Shareholders after their election and
until their successors are elected and qualified; there will be
three Directors in the second class, who will hold office until
the second annual meeting of Shareholders after their election
and until their successors are elected and qualified; there will
be three Directors in the third class, who will hold office until
the third annual meeting of Shareholders after their election and
until their successors are elected and qualified; at each annual
meeting of Shareholders thereafter, Directors will be elected for
the class whose term of office expires at that meeting, and they
will hold office until the third annual meeting of shareholders
after their election and until their successors are elected and
qualified. If the number of Directors is increased or decreased,
each class shall have as close to the same number of Directors as
each other class. At no time shall any class have more than one
additional Director than any other class.
Section 4. Removal. Directors may be removed only for
cause at any special or annual meeting of Shareholders, by the
affirmative vote of a majority in number of shares of the
Shareholders present in person or by proxy at such meeting and
entitled to vote for the election of such Director, if notice of
intention to act upon such matter shall have been given in the
notice calling such meeting.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of l934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
-----------------------------------
(Registrant)
June 14, 2000 By: /s/ Stoney M. Stubbs, Jr.
---------------------------------
Stoney M. Stubbs, Jr.
President and
Chief Executive Officer
Attest:
/s/ Leonard W. Bartholomew
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Leonard W. Bartholomew, Secretary
