<PAGE>

                                                                  EXHIBIT 3.1(a)

                            ARTICLES OF INCORPORATION
                                       OF
                           CENTRAL FREIGHT LINES, INC.
                              a Nevada corporation

                                 ARTICLE I. NAME

         The name of the corporation is Central Freight Lines, Inc.

                           ARTICLE II. RESIDENT AGENT

         The name and street address of the corporation's initial resident agent
is The Corporation Trust Company of Nevada, One East First Street, Reno, Washoe
County, Nevada 89501.

                              ARTICLE III. PURPOSE

         The purpose of the corporation is to engage in, promote, conduct, and
carry on any lawful acts or activities for which corporations may be organized
under the Nevada General Corporation Law.

                          ARTICLE IV. AUTHORIZED SHARES

         The total number of shares of capital stock of all classes which the
corporation shall have authority to issue is Sixty-Five Million (65,000,000)
shares, all having a par value of One-Tenth of One Cent ($0.001) per share,
consisting of the following: Fifty Million (50,000,000) shares of Class A Common
Stock; Ten Million (10,000,000) shares of Class B Common Stock; and Five Million
(5,000,000) shares of Preferred Stock.

         The voting powers, designations, preferences, limitations,
restrictions, and special or relative rights with respect to each class of stock
are or shall be fixed as follows:

         A.       Common Stock. Except as otherwise stated herein, the holders
of Class A Common Stock and Class B Common Stock shall have all of the rights
afforded holders of common stock under the Nevada corporation law, including the
right to vote on all matters submitted to a vote of the common stockholders,
and, subject to the rights, if any, of holders of the Preferred Stock, the right
to receive the net assets of the corporation upon dissolution. The Class A
Common Stock and Class B Common Stock shall vote together as a single class and
shall receive any dividends and distributions payable to holders of common stock
on a pro rata basis; provided, that: (i) holders of Class A Common Stock shall
be entitled to one (1) vote per share on all matters submitted to a vote of the
common stockholders; (ii) holders of Class B Common Stock shall be entitled to
three (3) votes per share (except on matters affecting the terms of the Class B
Common Stock, as to which holders of Class B Common Stock shall be entitled to
one (1) vote per share) on all matters submitted to a vote of the common
stockholders so long as the holder is Jerry C. Moyes ("Moyes"), any spouse or
child (by birth or adoption) of Moyes ("Moyes' Relatives"), any trust for the
benefit of one or more of Moyes or the Moyes' Relatives ("Moyes Trust"), or any
other entity that is 100% owned by any combination of Moyes or the Moyes'
Relatives ("Moyes Entity"); (iii) holders of Class B Common Stock may receive
dividends payable in the corporation's common stock in Class A Common Stock or
Class B


<PAGE>

Common Stock, as designated by the board of directors when declaring any such
dividend, and (iv) the rights afforded holders of Class A Common Stock may not
be modified except by a majority vote of each individual class of the Class A
Common Stock and the Class B Common Stock. Holders of Class B Common Stock may
convert such shares into Class A Common Stock, at any time and from time to
time, on the basis of one share of Class A Common Stock for each share of Class
B Common Stock. If any shares of Class B Common Stock cease to be owned by
Moyes, the Moyes' Relatives, any Moyes Trust or any Moyes Entity, such shares
that are no longer so owned shall be converted automatically into Class A Common
Stock and shall be entitled to one (1) vote per share. In any merger,
consolidation, reorganization, or other business combination, the consideration
to be received per share by holders of the Class A Common Stock and Class B
Common Stock shall be identical; provided that if, after such business
combination, Moyes, the Moyes' Relatives, any Moyes Trust or any Moyes Entity
collectively own more than one-third (1/3) of the surviving entity, any
securities received may differ to the extent that the voting rights differ
between Class A Common Stock and Class B Common Stock. Holders of Class A Common
Stock and Class B Common Stock shall not be entitled to cumulative voting in the
election of directors.

         B.       Preferred Stock. The Board of Directors is expressly
authorized to issue the Preferred Stock from time to time, in one or more
series, provided that the aggregate number of shares issued and outstanding at
any time of all such series shall not exceed Five Million (5,000,000). The Board
of Directors is further authorized to fix or alter, with respect to each such
series, the following terms and provisions of any authorized and, except for
(vi) below, unissued shares of such stock:

                  (i)      the distinctive serial designation;

                  (ii)     the number of shares of the series, which number may
                           at any time or from time to time be increased or
                           decreased (but not below the number of shares of such
                           series then outstanding) by the Board of Directors;

                  (iii)    the voting powers, if any, and, if voting powers are
                           granted, the extent of such voting powers including
                           whether cumulative voting is allowed and the right,
                           if any, to elect a director or directors;

                  (iv)     the election, term of office, filling of vacancies,
                           and other terms of the directorship of directors, if
                           any, to be elected by the holders of any one or more
                           classes or series of such stock;

                  (v)      the dividend rights, if any, including, without
                           limitation, the dividend rates, dividend preferences
                           with respect to other series or classes of stock, the
                           dates on which any dividends shall be payable, and
                           whether dividends shall be cumulative;

                  (vi)     the date from which dividends on shares issued prior
                           to the date for payment of the first dividend thereon
                           shall be cumulative, if any;

                                       2

<PAGE>

                  (vii)    the redemption price, terms of redemption, and the
                           amount of and provisions regarding any sinking fund
                           for the purchase or redemption thereof;

                  (viii)   the liquidation preferences and the amounts payable
                           on dissolution or liquidation;

                  (ix)     the terms and conditions under which shares of the
                           series may or shall be converted into any other
                           series or class of stock or debt of the corporation;
                           and

                  (x)      any other terms or provisions that the Board of
                           Directors by law may be authorized to fix or alter.

         C.       Provisions Applicable to Common and Preferred Stock. No holder
of shares of the corporation of any class, now or hereafter authorized, shall
have any preferential or preemptive right to subscribe for, purchase or receive
any shares of stock of the corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the corporation.

                                       3

<PAGE>

                             ARTICLE V. DIRECTORS

         The governing board of the corporation shall be known as directors.
Initially, the number of directors of the corporation shall be seven, however,
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the bylaws of the corporation.

         The names and addresses of the members of the initial board of
directors are:

Director                                     Address

Joe E. Hall                                  5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Douglas E. Quicksall                         5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Thomas K. Morehouse                          5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Patrick J. Curry                             5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Jerry C. Moyes                               5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Ronald Moyes                                 5601 West Waco Drive
                                             P.O. Box 2638
                                             Waco, TX  76702-2638

Earl H. Scudder                              P.O. Box 81277
                                             Second Floor
                                             411 S. 13th Street
                                             Lincoln, NE  68508

                                       4

<PAGE>

                       ARTICLE VI. LIMITATION OF LIABILITY

         To the fullest extent permitted by the laws of the State of Nevada, as
the same exist or may hereafter be amended, any director or officer of the
corporation shall not be liable to the corporation or its stockholders for
monetary or other damages for breach of fiduciary duties as a director or
officer. No repeal, amendment, or modification of this Article VI, whether
direct or indirect, shall eliminate or reduce its effect with respect to any act
or omission of a director or officer of the corporation occurring prior to such
repeal, amendment, or modification.

                          ARTICLE VII. INDEMNIFICATION

         To the fullest extent allowable by the Nevada General Corporation Law
(including pursuant to the expanded rights and financial arrangements that may
be granted to persons under the Articles of Incorporation, Bylaws, agreements,
votes of stockholders or disinterested directors or otherwise under such law),
the corporation shall indemnify those persons entitled to indemnification, as
hereinafter provided, in the manner and under the circumstances described in
this Article VII.

         A.       General Indemnification. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, including any action by or in the
right of the corporation, by reason of the fact that he 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
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding unless a final adjudication by a court of competent
jurisdiction establishes that his acts or omissions involved intentional
misconduct, fraud, or a knowing violation of law and were material to the cause
of action. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person's acts or
omissions involved intentional misconduct, fraud, or a knowing violation of law.

         B.       Mandatory Indemnification. To the extent that a director,
officer, employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
paragraph A, or in defense of any claim, issue or matter therein, he shall be
indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with such defense.

         C.       Advancement of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if final adjudication by a court of competent jurisdiction
establishes that his acts or omissions involved intentional misconduct, fraud,
or a knowing violation of law and were material to the cause of action.

         D.       Other Rights. The indemnification provided by this Article VII
does not exclude any other rights to which a person seeking indemnification may
be entitled under any law, bylaw, agreement, vote of stockholders of
disinterested directors or otherwise, both as to action

                                       5

<PAGE>

in his official capacity and as to action in another capacity while holding such
office. The indemnification provided by this Article VII shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. No amendment to repeal this Article VII shall apply to or have any
effect on the rights of any director, officer, employee or agent under this
Article VII, which rights came into existence by virtue of acts or omissions of
such director, officer, employee or agent occurring prior to such amendment or
repeal.

         E.       Insurance. The corporation may purchase and 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 him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.

         F.       Definition of Corporation. For the purposes of this Article
VII, references to "the corporation" include, in addition to the corporation
resulting from the filing of these Articles of Incorporation and its surviving
corporation in any merger, any constituent corporation (including any
constituent of a constituent) absorbed in consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees and agents so that any person who
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VII with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.

         G.       Other Definitions. For purposes of this Article VII,
references to "other enterprise" shall include employee benefit plans;
references to "fine" shall include any excise tax assessed on a person with
respect to an employee benefit plan; references to "serving at the request of
the corporation" shall include any service as a director, officer, employee or
agent of the corporation that imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and masculine references shall include the
feminine.

                             ARTICLE VIII. DURATION

         The corporation shall have perpetual existence.

                                       6

<PAGE>

                            ARTICLE IX. INCORPORATOR

         The name and address of the sole incorporator is William J. Strait of
411 South 13th Street, Suite 200, Lincoln, NE 68508.

                                        /s/ William J. Strait
                                        ----------------------------------------
                                        William J. Strait, Incorporator
STATE OF NEBRASKA )
                  ) ss:
LANCASTER COUNTY  )

         The foregoing instrument was acknowledged before me this 1st day of
April , 1999 by William J. Strait.

                                        /s/Tisha Gilreath Mullen
                                        ----------------------------------------
                                        Notary Public

                                       7

