WRITTEN CONSENT OF STOCKHOLDER
OF KLLM TRANSPORT SERVICES, INC.
The undersigned, a stockholder of record of KLLM Transport Services,
Inc., a Delaware corporation (the "Company"), by written consent and without the
necessity of notice or a meeting, in accordance with Section 228(a) of the
General Corporation Law of the State of Delaware, with respect to all of the
shares of the common stock of the Company, par value $1.00 per share, owned by
the undersigned, hereby authorizes and consents to the following:
RESOLVED, that ARTICLE THREE, Section 4 of the By-laws of the
Company be and hereby is deleted in its entirety; and
FURTHER RESOLVED, that each and every member of the Board of
Directors of the Company is hereby removed from office,
effectively immediately and without cause; and
FURTHER RESOLVED, that the first sentence of Section 2 of ARTICLE
THREE of the Bylaws of the Company following the caption of said
Section 2, is hereby deleted in its entirety, and the following
substituted in lieu thereof:
"The Board of Directors of the Corporation shall consist of four
(4) persons."; and
FURTHER RESOLVED, that the following individuals are hereby
elected as directors of the Company to serve until their
successors are duly elected and qualified:
Robert E. Low
Richard D. Hoedl
Steven D. Crawford
C. Stephan Wutke
/s/ Robert E. Low
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Robert E. Low
Dated: June 8, 2000
