YELLOW ROADWAY CORPORATION
(As Amended through December 18, 2003)
S ECTION 1. A NNUAL M EETING
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting, shall be held on such date in April and at such
location and time of day as the Board of Directors shall each year fix.
S ECTION 2. S PECIAL M EETINGS
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called
by the Chairman of the Board, Chief Executive Officer or a majority of the Board of Directors and shall be held at the principal
office of the company in Overland Park, Kansas on such date, and at such time as they shall fix.
S ECTION 3. N OTICE OF M EETING
Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more
than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except
as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General
Corporation Law of the State of Delaware or the Certificate of Incorporation).
When a meeting is adjourned to another date or time, written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at which the adjournment is taken; provided , however, that if the
date of any adjourned meeting is more than fourteen days after the date for which the meeting was originally notice, or if a new
record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given
in conformity herewith. At any adjourned meeting any business may be transacted which might have been transacted at the
S ECTION 4