BANDAG, INCORPORATED AND SUBSIDIARIES
Exhibit 3.1, Amendment to By-Laws
I, WARREN W. HEIDBREDER, Secretary of Bandag, Incorporated, an Iowa
corporation, hereby do certify that the following is a true and correct copy of
Resolutions adopted at a meeting of the Board of Directors held on May 2, 2000,
at which a quorum was present, and that such Resolutions are in full force and
effect:
RESOLVED that Article IV, Sections 6(a) and 7 of the by-laws of the Company
be amended as follows:
Section 6(a). Vice Chairman of the Board. Each Vice Chairman of
the Board shall perform such duties as may be assigned to him by
the Board of Directors. In the absence or disability of the
Chairman of the Board, the Vice Chairman shall preside at
meetings of the shareholders and of the Board of Directors.
Section 7. The President. The President shall perform such duties
as may be assigned to him by the Board of Directors. He shall
have authority to execute bonds, mortgages and other contracts
requiring the seal, under the seal of the Corporation, except
where required and permitted by law to be otherwise signed and
executed, and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
FURTHER RESOLVED that the words "Stock Option Committee" in the third
sentence of Section 6 of Article IV of the By-laws of this Corporation are
hereby deleted and the words "Management Continuity and Compensation
Committee" substituted therefor.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the said BANDAG, INCORPORATED on the Secretary Certificate this 29th day of
August, 2000.
\S\ Warren W. Heidbreder
Warren W. Heidbreder, Secretary
