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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF C.H. ROBINSON WORLDWIDE, INC.


To form a corporation pursuant to the Delaware General Corporation Law, the
undersigned hereby certifies:

ARTICLE I

The name of the corporation is C.H. Robinson Worldwide, Inc.


ARTICLE II

The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.


ARTICLE III

The purpose of the corporation is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Delaware
General Corporation Law, as amended from time to time ("Delaware Law").


ARTICLE IV

The total number of shares which the corporation is authorized to issue is
150,000,000 shares as follows: 130,000,000 shares of common stock, par value
$.10 per share (the "Common Stock"), and 20,000,000 shares of preferred stock,
par value $.10 per share (the "Preferred Stock").

The Preferred Stock may be issued from time to time by the board of
directors as shares of one or more series. Subject to the provisions hereof and
the limitations prescribed by law, the board of directors is expressly
authorized, by adopting resolutions providing for the issuance of shares of any
particular series and, if and to the extent from time to time required by law,
by filing with the Delaware Secretary of State a certificate setting forth the
resolutions so adopted pursuant to the Delaware Law, to establish the number of
shares to be included in each such series and to fix the designation and
relative powers, including voting powers, preferences, rights, qualifications,
limitations and restrictions thereof relating to the

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shares of each such series. The authority of the board of directors with respect
to each series shall include, but not be limited to, determination of the
following:

(i) the distinctive serial designation of such series and the number
of shares constituting such series;

(ii) the annual dividend rate on shares of such series, if any,
whether dividends shall be cumulative and, if so, from which date or dates;

(iii) whether the shares of such series shall be redeemable and, if
so, the terms and conditions of such redemption, including the date or
dates upon and after which such shares shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

(iv) the obligation, if any, of the corporation to retire shares of
such series pursuant to a sinking fund;

(v) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so,
the terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and the
terms of adjustment, if any;

(vi) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of
such voting rights;

(vii) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding-up of the
corporation; and

(viii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such
series.

The shares of Preferred Stock of any one series shall be identical with each
other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.

All shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges. When and as dividends are declared
on the Common Stock, whether payable in cash, in property or in securities of
the corporation, the holders of the Common Stock shall be entitled to share
equally, share for share, in such dividends. Upon any liquidation, dissolution
or winding-up of the corporation, whether voluntary or involuntary, after the
payment in full of all amounts to which the holders of the Preferred Stock shall
be entitled, the remaining assets of the corporation to be distributed to the
holders of the stock of the corporation shall be distributed

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ratably among the holders of the shares of Common Stock. The holders of shares
of the Common Stock shall be entitled to vote on all matters to be voted on by
the stockholders of the corporation. On all matters to be voted on by the
holders of Common Stock, the holders shall be entitled to one vote for each
share thereof held of record. Without the affirmative vote of the holders of
record of 66-2/3% of all of the shares of the Common Stock outstanding and the
approval of 66-2/3% of all of the directors of the corporation (with any
fractional number of directors resulting from application of such percentage
rounded up to the nearest whole number):

(a) The corporation shall not, directly or indirectly, consolidate
with or merge into or with any other person or entity except that any
subsidiary may consolidate with or merge into or with the corporation
under the provisions of Section 253 of Delaware Law or into or with any
wholly owned subsidiary of the corporation.

(b) The corporation shall not, directly or indirectly, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any person or entity, whether in a single
transaction or a series or related transactions, except that any subsidiary
of the corporation may at any time or from time to time convey, transfer,
lease or otherwise dispose of all or any of its properties and assets to
the corporation or any wholly owned subsidiary of the corporation.

(c) The corporation shall not amend this Certificate of Incorporation
in any manner that would permit a director to be removed from office other
than for cause.

(d) The corporation shall not amend or otherwise modify or repeal any
of the provisions of this Certificate of Incorporation.

The holders of Common Stock shall have no preemptive rights to subscribe to any
or all additional issues of Common Stock or any securities of the corporation
convertible into Common Stock.

ARTICLE V

The number of directors to constitute the whole board of directors shall be
such number (not less than six nor more than nine) as shall be fixed from time
to time by resolution of the board of directors adopted by such vote as may be
required in the by-laws. The board of directors shall be divided into three
classes as nearly equal in number as may be, with the term of office of one
class expiring each year. The directors of the first class shall be elected to
hold office for a term expiring at the annual meeting of stockholders in 1998,
directors of the second class shall be elected to hold office for a term
expiring at the next succeeding annual meeting in 1999, and directors of the
third class shall be elected to hold office for a term expiring at the second
succeeding annual meeting in 2000. Commencing in 1998, at each annual meeting
of stockholders,

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successors to the directors whose terms shall then expire shall be elected to
hold office for terms expiring at the third succeeding annual meeting of
stockholders. In case of any vacancies, by reason of an increase in the number
of directors or otherwise, each additional director may be elected by a majority
of the directors then in office, even though less than a quorum of the board of
directors, to serve until the end of the term he is elected to fill and until
his successor shall have been elected and qualified in the class to which such
director is assigned and for the term or remainder of the term of such class.
Directors shall continue in office until others are chosen and qualified in
their stead. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so assigned among the
classes by a majority of the directors then in office, though less than a
quorum, as to make all classes as nearly equal in number as may be feasible. No
decrease in the number of directors shall shorten the term of any incumbent
director.


ARTICLE VI

All actions required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of
stockholders of the corporation and may not be effected by any consent in
writing of such stockholders.


ARTICLE VII

In furtherance and not in limitation of the power conferred upon the board
of directors by law, the board of directors shall have power to adopt, amend,
alter and repeal from time to time the by-laws of the corporation by majority
vote of all directors except that any provision of the by-laws requiring, for
board action, a vote of greater than a majority of the board shall not be
amended, altered or repealed except by such super-majority vote.

ARTICLE VIII

The corporation reserves the right to amend this Certificate of
Incorporation in any manner provided herein or permitted by Delaware Law and all
rights and powers conferred herein on stockholders, directors and officers, if
any, are subject to this reserved power.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its

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stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of Delaware Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

If the Delaware Law is hereafter amended to further eliminate or limit the
liability of a director of a corporation, then a director of the corporation, in
addition to the circumstances set forth herein, shall have no liability as a
director (or such liability shall be limited) to the fullest extent permitted by
the Delaware Law as so amended. No repeal or modification of the foregoing
provisions of this Article IX nor, to the fullest extent permitted by law, any
modification of law, shall adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.

ARTICLE X

The corporation shall, to the full extent permitted by Delaware Law,
indemnify each officer and director of the corporation and may, but shall not be
obligated to, indemnify any employee or agent of the corporation who is not an
officer or director of the corporation as follows:

(a) Right to Indemnification. Each person who was or is made a party
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or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
an employee benefit plan (hereinafter an "indemnitee"), whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall or may, as applicable, be
indemnified and held harmless by the corporation to the fullest extent
authorized by Delaware Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided
in Paragraph (c) hereof with respect to proceedings to enforce rights to
indemnification, the corporation shall indemnify any such

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indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.

(b) Right to Advancement of Expenses. The right to indemnification
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conferred in Paragraph (a) of this Article X shall include the right to be
paid by the corporation the expenses incurred in defending any proceeding
for which such right to indemnification is applicable in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, if Delaware Law so requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article X or otherwise.

(c) Right of Indemnitee to Bring Suit. The rights to indemnification
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and to the advancement of expenses conferred in Paragraphs (a) and (b) of
this Article X shall be contract rights. If a claim under Paragraph (a) or
(b) of this Article X is not paid in full by the corporation within sixty
days after a written claim has been received by the corporation, except in
the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such suit. In (i)
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense for the corporation
that, and (ii) in any suit by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the corporation shall be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set
forth in Delaware Law. Neither the failure of the corporation (including
its board of directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit that the
indemnitee has met the applicable standard of conduct set forth in Delaware
Law and that indemnification of the indemnitee is therefore proper in the
circumstances, nor an actual determination by the corporation (including
its board of directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the

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indemnitee has not met the applicable standard of conduct or, in the case
of such a suit brought by the indemnitee, be a defense of the corporation
to such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the burden of proving that the indemnitee is not entitled
to be indemnified, or to such advancement of expenses, under this Article X
or otherwise shall be on the corporation.

(d) Non-Exclusivity of Rights. The rights to indemnification and to
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the advancement of expenses conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement,
vote of stockholders or of disinterested directors or otherwise.

(e) Insurance. The corporation shall have power to purchase and
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maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of status as such, whether or
not the corporation would have the power to indemnify such person against
such liability under the provisions of Delaware Law.

ARTICLE XI

The name and mailing address of the incorporator is William B. Payne,
Dorsey& Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota 55402.

Dated: August 11, 1997

/s/ William B. Payne
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William B. Payne