RESTATED
CERTIFICATE OF INCORPORATION
OF
FRITZ COMPANIES, INC.
FRITZ COMPANIES, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
(1) That the Board of Directors of such corporation adopted a
resolution proposing and declaring advisable the following restatement to the
Certificate of Incorporation of such corporation.
(2) The text of the Restated Certificate of Incorporation as adopted by
the Board of Directors is set forth in its entirety as follows:
FIRST: The name of this corporation is: FRITZ COMPANIES, 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, and the name of
its registered agent at that address is Corporation Service
Company.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporation may be organized
under the General Corporation Law of Delaware. Without
limiting the generality of the foregoing, the corporation is
specifically empowered to transact customs brokerage business,
engage in common carriage, operate as a contract carrier and
operate as a freight forwarder.
FOURTH: (a) The corporation is authorized to issue two classes
of shares to be designated, respectively, `Preferred Stock'
and `Common Stock.' The number of shares of Preferred Stock
authorized to be issued is One Million (1,000,000) and the
number of shares of Common Stock authorized to be issued is
Sixty Million (60,000,000). The stock, whether Preferred Stock
or Common Stock, shall have a par value of $0.01 per share.
(b) The shares of Preferred Stock may be issued
from time to time in one or more series.The Board
of Directors is authorized, by filing a
certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time
the number of shares to be included in each such
series, and to fix the designation, powers,
preferences and rights of the shares of each
series and the qualifications, limitations or
restrictions thereof, including but not limited
to the fixing or alteration of the dividend
right, dividend rate, conversion rights, voting
rights, rights, rights and terms of redemption
(including sinking fund provision), the
redemption price or prices, and the liquidation
preferences of any wholly unissued series of
shares of Preferred Stock: and to increase or
decrease the number of shares of any series
subsequent to the issue of shares of that series,
but not below the number of shares of such
series, then outstanding. In case the number of
shares of any series shall be so decreased, the
shares constituting such decrease shall resume
the status which they had prior to the adoption
of the resolution originally fixing the number of
shares of such series.
FIFTH: (a) The number of directors which shall constitute
the whole Board of Directors of this corporation
shall be as specified in the bylaws of this
corporation.
(b) To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as it
exists on the date hereof or as it may hereafter be
amended, 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. 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 with
respect to any act or omission occurring prior to the
time of such repeal or modification.
SIXTH: Meetings of stockholders may be held within or without
the State of Delaware as the bylaws may provide. The books of
the corporation may be kept, subject to any provision
contained in the statutes, outside the State of Delaware at
such place or places as may be designated from time to time by
the Board of Directors or in the bylaws of the corporation.
Elections of Directors need not be by written ballot unless a
bylaw of the corporation shall so provide.
SEVENTH: The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred on stockholders herein are
granted subject to this reservation. In furtherance and not in
limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, repeal, alter,
amend and rescind from time to time any or all of the bylaws
of the corporation: including bylaw amendments increasing or
reducing the authorized number of directors.
(3) That the Company's board of directors consented to such
restatement of the Certificate of Incorporation.
(4) That said restatement of the Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of
the General Corporation Law of the State of Delaware.
IN WITHNESS WHEREOF, Fritz Companies, Inc. has caused
this certificate to be signed by Lynn C. Fritz, its Chief Executive
Officer, and attested by its Secretary, Jan H. Raymond, on this 10th
day of January 2000.
By_________________________
/s/Lynn C. Fritz
Chief Executive Officer
ATTEST:
By____________________________
/s/Jan H. Raymond
Secretary
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