COVER
EXHIBIT 3(b)
BY-LAWS
OF
UNION PACIFIC CORPORATION
As Amended Effective as of January 26, 1995
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BY-LAWS
OF
UNION PACIFIC CORPORATION
(AS AMENDED EFFECTIVE AS OF JANUARY 26, 1995)
ARTICLE I
STOCKHOLDERS MEETINGS
SECTION 1. Annual meetings of the stockholders of this Company
shall be held in Salt Lake City, Utah. Special meetings of the
stockholders of this Company may be held at such place or places as
shall be ordered by the Board of Directors or Executive Committee,
but, unless otherwise ordered, such meetings shall be held in Salt
Lake City, Utah.
SECTION 2. Annual meetings of the stockholders, for the purpose
of electing directors and transacting any other business, shall be
held at such time as shall be ordered by the Board of Directors or
Executive Committee, but, unless otherwise ordered, shall be held at
8:30 a.m. on the third Friday of April in each year.
SECTION 3. A special meeting of the stockholders may be held at
any time upon order of the Board of Directors or Executive Committee.
The objects of a special meeting shall be stated in the order
therefor, and the business transacted shall be confined to such
objects.
SECTION 4. Notice of all meetings of the stockholders shall be
given, either personally or by mail, not less than ten nor more than
fifty days prior thereto. The notice of all special meetings shall
state the objects thereof. The failure to give notice of an annual
meeting, or any irregularity in the notice, shall not affect the
validity of such annual meeting or of any proceedings thereat. Any
stockholder may consent in writing to the holding of a special
meeting without notice, and the attendance of any stockholder at a
special meeting, whether in person or by proxy, shall constitute a
waiver by him of call and notice thereof and a consent to the holding
of said meeting and the transaction of any corporate business
thereat.
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SECTION 5. The Board of Directors or the Executive Committee may
fix in advance a day and hour not more than seventy days preceding
any annual or special meeting of stockholders as the time for the
determination of stockholders entitled to vote at such meeting.
Stockholders of record at the time so fixed by the Board of Directors
or the Executive Committee and only such stockholders shall be
entitled to vote at such meeting. Each share of stock shall entitle
such record holder thereof to one vote, in person or by proxy in
writing.
SECTION 6. The Chairman of the Board, and in his absence the
Chief Executive Officer, and in their absence the President, and in
their absence one of the Vice Presidents, shall call meetings of the
stockholders to order and act as chairman of such meetings. In the
absence of all these officers, the Board of Directors may appoint a
chairman of the meeting to act in such event; but if the Board shall
not make such appointment, then, in the absence of all of these
officers, any stockholder or proxy of any stockholder may call the
meeting to order, and a chairman shall be elected.
SECTION 7. The Secretary of the Company shall act as secretary
at all meetings of the stockholders; but the Board of Directors or
Executive Committee may designate an Assistant Secretary for that
purpose before the meeting, and if no such designation shall have
been made, then the presiding officer at the meeting may appoint any
person to act as secretary of the meeting.
SECTION 8. At each meeting of the stockholders the polls shall
be opened and closed, the ballots and proxies shall be received and
taken charge of, and all questions touching the qualifications of
voters, the validity of proxies, and the acceptance or rejection of
votes, shall be decided by two inspectors. Such inspectors shall be
appointed before the meeting by the Board of Directors or by the
Executive Committee, and if no such appointment shall have been made,
then by the presiding officer at the meeting; and if for any reason
any of the inspectors previously appointed shall fail to attend, or
refuse or be unable to serve, then inspectors, in place of any so
failing to attend or refusing or unable to serve, shall be appointed
by the presiding officer at the meeting. Such inspectors need not be
stockholders.
SECTION 9. The representation of a majority of the outstanding
capital stock of the Company by the holders thereof in person or by
proxy shall be requisite to constitute a quorum for the holding of
any meeting of the stockholders; except that any proportion of the
outstanding stock less than a majority may adjourn a meeting from day
to day until a quorum shall be present. A majority of the capital
stock represented at any meeting shall be necessary to determine any
question or election thereat. The time and place to which any
adjournment is taken shall be publicly announced at the meeting, and
no further notice thereof shall be necessary.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. The business and affairs of the Company shall be
managed by the Board of Directors, which shall consist of nineteen
members. The directors shall be divided into three classes in
accordance with Article Seventh of the Articles of Incorporation of
the Company. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a
quorum. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any director
appointed by the Board of Directors to fill a directorship caused by
an increase in the number of directors shall serve until the next
annual meeting or a special meeting of the stockholders called for
the purpose of electing a director to the office so created.
SECTION 2. Regular meetings of the Board of Directors shall be
held at 9:30 a.m. on such day in such months as the Board shall from
time to time designate, and no further notice of such regular
meetings shall be required. Special meetings shall be held whenever
called by order of the Chairman or the Executive Committee or any
five members of the Board. Notice of Special meetings shall be
given, at least one day prior thereto, by personal service of written
notice upon the directors or by delivering the same at or mailing or
telegraphing the same to their respective residences or offices. Any
director may consent in writing to the holding of a special meeting
without notice, and the attendance of any director at a special
meeting shall constitute a waiver by him of call and notice thereof
and a consent to the holding of said meeting and the transaction of
any corporate business thereat. Meetings of the Board of Directors
may be held at such place or places as shall be ordered by the
Executive Committee or by a majority of the directors in office, but
unless otherwise ordered, all meetings of the Board of Directors
shall be held at the general office of the Company in the City and
State of New York.
SECTION 3. A majority of the directors in office shall con-
stitute a quorum at all meetings of the Board. If a quorum be not
present at any meeting, a majority of the directors present may
adjourn the meeting until a later day or hour.
SECTION 4. As soon as practicable after the close of each fiscal
year, the Board of Directors shall make a report of the business and
affairs of the Company to the stockholders.
SECTION 5. Each director, other than active employees of the
Company, or of any subsidiary of the Company, shall be paid an annual
retainer in an amount equal to $60,000, a portion of which may be
required to be deferred as determined by the Board of Directors, and
each such director who shall serve as the Chairman or a Co-Chairman
of a Committee of the Board shall receive an additional annual
retainer of $6,000, each retainer payable quarterly at the end of the
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quarter, except that directors who attend fewer than 75% of the Board
and Committee meetings on which they serve will be paid 75% of the
annual retainer, plus a reasonable allowance for transportation and
other expenses incurred by such director in going to any meeting of
the Board of Directors, or of any Committee of the Board, and
returning to such director's place of residence.
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ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. There shall be an Executive Committee consisting of
such number of directors as shall be elected thereto by the Board of
Directors, whose terms of office shall continue during the pleasure
of the Board, and in addition the Chairman of the Board, the Chief
Executive Officer, the Chairman of the Executive Committee and the
President, ex officio. The Executive Committee shall, when the Board
of Directors is not in session, have all the powers of the Board of
Directors to manage and direct all the business and affairs of the
Company, in such manner as said Committee shall deem best for the
Company's interests, in all cases in which specific directions shall
not have been given by the Board of Directors.
SECTION 2. Meetings of the Executive Committee may be called at
any time by the Chairman of the Board or a majority of the members of
the Committee, to convene at such time and place as may be designat-
ed.
SECTION 3. A majority of the members of the Committee shall
constitute a quorum. If a quorum be not present at any meeting, the
member or members of the Committee present may adjourn the meeting
until a later day or hour; or the member or members present, whether
constituting a quorum or not, at his or their option, shall have the
power to appoint a substitute or substitutes from the members of the
Board of Directors to act during the temporary absence of any member
or members of the Committee.
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ARTICLE IV
OFFICERS AND AGENTS
SECTION 1. There may be elected by the Board of Directors from
its members a Chairman of the Board, a Chief Executive Officer, a
President, a Chief Operating Officer, one or more Vice Chairmen of
the Board, and a Chairman of the Executive Committee, and there may
also be elected by the Board of Directors an Executive Vice Presi-
dent, an Executive Vice President-Finance, a Senior Vice President-
Law, a Senior Vice President-Human Resources, a Vice President-Taxes,
a General Counsel, a Controller, a Secretary, a Treasurer and such
other Vice Presidents as the Board shall determine, and there may
also be appointed by the Board of Directors or Executive Committee
such Assistant Secretaries, Assistant Treasurers, Assistant Control-
lers, Associate General Counsels, Assistant General Counsels, General
Tax Counsels, Associate General Tax Counsels and other officers and
agents as the Board of Directors or Executive Committee shall from
time to time determine.
SECTION 2. The Chairman of the Board shall preside, when
present, at meetings of the Board of Directors and at meetings of the
Executive Committee and shall perform such other duties and possess
such powers as may be prescribed or conferred by the Board of
Directors or the Chief Executive Officer.
SECTION 3. The Chief Executive Officer shall have general
supervision of all departments and offices of the Company and of the
interest of the Company in all companies controlled by it. He shall
preside, in the absence of the Chairman of the Board, at meetings of
the Board of Directors and at meetings of the Executive Committee.
SECTION 4. The President shall preside, in the absence of the
Chairman of the Board, at meetings of the Board of Directors and the
Executive Committee and shall perform such duties and possess such
powers as may be prescribed or conferred by the Board of Directors or
the Chief Executive Officer.
SECTION 5. The Chief Operating Officer shall have day to day
operating responsibilities for the affairs of the Company, reporting
to the Chief Executive Officer, and shall perform such duties as may
be prescribed or conferred by the Board of Directors or the Chief
Executive Officer.
SECTION 6. The Vice Chairmen of the Board shall perform such
duties and possess such powers as may be prescribed or conferred by
the Board of Directors or the Chief Executive Officer.
SECTION 7. The Chairman of the Executive Committee shall perform
such duties and possess such powers as may be prescribed or conferred
by the Board of Directors, the Executive Committee or the Chief
Executive Officer.
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SECTION 8. The Executive Vice President shall have the direction
and management of the strategic planning and corporate development
functions of the Company, and shall perform such other duties as may
be prescribed or conferred by the Chief Executive Officer.
SECTION 9. The Executive Vice President-Finance shall have the
direction and management of the financial affairs and investments of
the Company and of the offices in charge of the Controller, the
Treasurer and the Vice President-Taxes, and shall perform such other
duties as may be prescribed or conferred by the Chief Executive
Officer.
SECTION 10. The Senior Vice President-Law shall have the di-
rection and management of all legal business of the Company except as
otherwise provided in Sections 12, 13 and 19 of this ARTICLE IV, and
shall perform such other duties as may be prescribed or conferred by
the Chief Executive Officer.
SECTION 11. The Senior Vice President-Human Resources shall have
the direction and management of the human resources functions of the
Company, and shall perform such other duties as may be prescribed or
conferred by the Chief Executive Officer.
SECTION 12. The General Counsel shall perform such duties
respecting legal matters as shall be assigned to him by the Chief
Executive Officer, and shall perform such other duties as may be
prescribed or conferred by the Chief Executive Officer.
SECTION 13. The Vice President-Taxes shall, under the control
of the Executive Vice President-Finance, have charge of all aspects
of Federal, foreign, state and local taxes, and shall perform such
other duties as may be assigned by the Executive Vice President-
Finance.
SECTION 14. The other Vice Presidents elected from time to time
shall perform such duties and possess such powers as may be pre-
scribed or conferred by the Board of Directors or the Chief Executive
Officer.
SECTION 15. Except as otherwise provided herein or directed by
the Board of Directors, the Controller shall have immediate charge of
the general books, accounts and statistics of the Company and shall
be the custodian of all vouchers, drafts, invoices and other
evidences of payment and all bonds, interest coupons and other
evidences of indebtedness which shall have been cancelled. He is
authorized to approve for payment by the Treasurer vouchers, pay-
rolls, drafts or other accounts. He shall be furnished by the
Assistant Controllers of the Company periodically or specially as
requested by him with the approval of and in form prescribed by the
Executive Vice President-Finance, statements of operating revenues
and expenses and estimates thereof and of expenditures and estimates
on all other accounts; and copies of all statistical data that may be
compiled in regular course and also all other information in refer-
ence to the financial affairs and operations of the Company and of
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any subsidiary company that may be required by the Executive Vice
President-Finance or the Board of Directors. He shall submit for
each regular meeting of the Board of Directors, and, at such other
times as may be required by said Board or the Executive Vice Presi-
dent-Finance, statements of operating results, of cash resources and
requirements and of appropriations for Capital Expenditures, and
shall perform such other duties as the Executive Vice President-
Finance may from time to time direct.
The Assistant Controllers shall exercise such of the powers and
perform such of the duties of the Controller with respect to account-
ing and approving or authorizing payments as shall be assigned to
them by the Controller.
SECTION 16. The Secretary shall attend all meetings of the
stockholders, the Board of Directors and the Executive Committee, and
keep a record of all their proceedings. He shall procure and keep in
his files certified copies of the minutes of all meetings of the
stockholders, boards of directors and executive committees of all
companies a majority of whose capital stock is owned by this Company.
He shall be the custodian of the seal of the Company. He shall have
power to affix the seal of the Company to instruments, the execution
of which is authorized by these By-Laws or by action of the Board of
Directors or Executive Committee, and to attest the same. He shall
have supervision of the issuance, transfer and registration of the
capital stock and debt securities of the Company. He shall perform
such other duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.
The Assistant Secretaries shall have power to affix the seal of
the Company to instruments, the execution of which is authorized by
these By-Laws or by action of the Board of Directors or Executive
Committee, and to attest the same, and shall exercise such of the
other powers and perform such of the other duties of the Secretary as
shall be assigned to them by the Secretary.
SECTION 17. Except as otherwise provided herein or directed by
the Board of Directors, the Treasurer shall be the custodian of all
moneys, stocks, bonds, notes and other securities of the Company. He
is authorized to receive and receipt for stocks, bonds, notes and
other securities belonging to the Company or which are received for
its account. All stocks, bonds, notes and other securities in the
custody of the Treasurer shall be held in the safe deposit vaults of
the Company subject to access thereto as shall from time to time be
ordered by the Board of Directors. Stocks, bonds, notes and other
securities shall be deposited in the safe deposit vaults, or with-
drawn from them, only on warrants signed and countersigned by such
persons as shall be authorized by the Board of Directors or the Chief
Executive Officer. The Treasurer is authorized and empowered to
receive and collect all moneys due to the Company and to receipt
therefor. All moneys received by the Treasurer shall be deposited to
the credit of the Company in such depositories as shall be designated
by the Board of Directors or the Chief Executive Officer; and the
Treasurer may endorse for deposit therein all checks, drafts, or
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vouchers drawn to the order of the Company or payable to it. He is
also authorized to draw checks against any funds to the credit of the
Company in any of its depositories. All such checks shall be signed
and countersigned by such persons as shall be authorized by the Board
of Directors except that, if so provided by the Board of Directors,
checks in payment of bond coupons may be without countersignature,
and checks in payment of dividends on stock and interest on regis-
tered bonds may be signed with the facsimile signature of the
Treasurer and may be countersigned with the facsimile counter-
signature of the Controller. The Treasurer is authorized to make
disbursements in settlement of vouchers, payrolls, drafts or other
accounts, when approved for payment by the Controller, or such other
person as shall be authorized by the Board of Directors or the Chief
Executive Officer; for payments which have been otherwise ordered or
provided for by the Board of Directors or the Chief Executive Offi-
cer; for interest on bonds and dividends on stock when due and
payable; for vouchers, pay checks, drafts and other accounts properly
certified to by the duly authorized officers of the Company; and for
vouchers, pay checks, drafts and other accounts approved by the
officers duly authorized to approve for payment of any company which
this Company controls through ownership of stock or otherwise, as may
be designated in writing from time to time by the Chief Executive
Officer to the Treasurer. He shall cause to be kept in his office
true and full accounts of all receipts and disbursements of his
office. He shall also perform such other duties as shall be assigned
to him by the Executive Vice President-Finance.
The Assistant Treasurers may exercise all powers of the Treasurer
herein conferred in respect of the receipt of moneys and securities,
endorsement for deposit and signature of checks.
SECTION 18. The Associate General Counsels and Assistant General
Counsels shall perform such duties respecting legal matters as shall
be assigned to them by the General Counsel.
SECTION 19. The General Tax Counsels shall be responsible for
all tax-related legal advice (including federal tax planning and
research, litigation and legislation; tax aspects of strategic,
operational and financing transactions; and ERISA/Benefits tax
matters), and shall perform such other duties as shall be assigned to
them by the Vice President-Taxes.
SECTION 20. The Associate General Tax Counsels shall perform
such duties as shall be assigned to them by the Vice President-Taxes
or the General Tax Counsels.
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ARTICLE V
SUPERVISION, REMOVAL AND SALARIES OF
OFFICERS AND EMPLOYEES
SECTION 1. Any officer or committee elected or appointed by the
Board of Directors may be removed as such at any time by the
affirmative vote of a majority of the whole Board. Any other officer
or employee of the Company may be removed at any time by vote of the
Board of Directors or of the Executive Committee. All officers,
agents and employees other than those appointed by the Board of
Directors or Executive Committee may be removed by the officer
appointing them.
SECTION 2. All officers, agents and employees of the Company,
in the exercise of the powers conferred and the performance of the
duties imposed upon them, by these By-Laws or otherwise, shall at all
times be subject to the direction, supervision and control of the
Board of Directors or the Executive Committee.
SECTION 3. No office or position shall be created and no person
shall be employed at a salary of more than $200,000 per annum, and no
salary shall be increased to an amount in excess of $200,000 per
annum, without the approval of the Board of Directors or Executive
Committee, nor shall special compensation be paid to any officer or
employee, unless authorized by the Board of Directors or Executive
Committee; provided, however, that this section shall be applicable
only to salaried positions.
SECTION 4. The Board of Directors may from time to time vest
general authority in the Chairman of the Board, the Chief Executive
Officer, the President, or the Head of any department or office of
the Company, or any such other officer of the Company as any of the
foregoing shall designate, for the sole determination of disposition
of any matter which otherwise should be required to be considered by
the Board of Directors or the Executive Committee under the provi-
sions of this Article.
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ARTICLE VI
CONTRACTS AND EXPENDITURES
SECTION 1. All capital expenditures, exploration and development
programs, leases and property dispositions must be authorized by the
Board of Directors or Executive Committee, except that general or
specific authority with regard to such matters may be delegated to
such officers of the Company as the Board of Directors may from time
to time direct.
SECTION 2. Expenditures chargeable to operating expenses may be
made by or under the direction of the Head of the department or
office of the Company in which they are required, without explicit or
further authority from the Board of Directors or Executive Committee,
subject to direction, restriction or prohibition by the Chief
Executive Officer.
SECTION 3. No contract shall be made without the approval of the
Board of Directors or Executive Committee, except as authorized by
the Board of Directors or these By-Laws.
SECTION 4. Contracts for work, labor and services and materials
and supplies, the expenditures for which will be chargeable to
operating expenses, may be made in the name and on behalf of the
Company by the Head of the department or office of the Company
concerned, or by such officer as he shall designate, without further
authority.
SECTION 5. All written contracts and agreements to which the
Company may become a party shall be approved as to form by or under
the direction of counsel for the Company.
SECTION 6. The Chief Executive Officer, the Chairman of the
Board, the President, the Heads of the departments and offices of the
Company and the Vice Presidents shall severally have the power to
execute on behalf of the Company any deed, bond, indenture, certifi-
cate, note, contract or other instrument authorized or approved by
the Board of Directors or the Executive Committee, and to cause the
corporate seal to be thereto affixed and attested by the Secretary or
an Assistant Secretary.
SECTION 7. The Board of Directors may from time to time vest
general or specific authority in such officers of the Company as the
Board of Directors shall designate for the sole determination of
disposition of any matter which otherwise would be required to be
considered by the Board of Directors or the Executive Committee under
the provisions of this Article.
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ARTICLE VII
EXECUTION AND CANCELLATION OF BONDS
SECTION 1. No negotiable or mortgage bond shall be signed by any
officer of the Company until an issue of the same has been authorized
by the Board of Directors, and then only for the amount authorized.
SECTION 2. All such bonds shall require the authentication of
a trustee, and shall, until otherwise provided by the Board of
Directors, be signed by the Chief Executive Officer or the President
or a Vice President, and by the Secretary or an Assistant Secretary
thereunto authorized by resolution of the Board of Directors or of
the Executive Committee.
SECTION 3. For the purpose of facilitating the execution of
bonds of the Company, the Board of Directors or the Executive Com-
mittee may appoint one or more persons, who need not be members of
the Board of Directors, each bearing the title "Vice President" and
having power to sign bonds.
SECTION 4. No bond shall be cancelled or destroyed, except in
accordance with the provisions of the indenture under which it is
issued, or by order of the Board of Directors or Executive Committee.
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ARTICLE VIII
ISSUE AND CANCELLATION OF STOCK CERTIFICATES
SECTION 1. The Board of Directors shall provide for the issue,
transfer, and registration of the capital stock of the Company in the
City and State of New York, and in any other locality which it may
designate, and shall appoint the necessary officers, transfer agents,
and registrars of transfers for that purpose.
SECTION 2. Until otherwise provided by the Board of Directors,
stock certificates shall be signed by the Chief Executive Officer or
the President or a Vice President, and also by the Secretary or an
Assistant Secretary thereunto authorized by the Board of Directors or
by the Executive Committee.
SECTION 3. For the purpose of facilitating the execution of
stock certificates of the Company, the Board of Directors or the
Executive Committee may appoint one or more persons who need not be
members of the Board of Directors, each bearing the title "Vice
President" and having power to sign stock certificates.
SECTION 4. Unless authorized by the Board of Directors or
Executive Committee, no new certificate shall be issued to a trans-
feree except upon surrender and cancellation of the old certificate.
SECTION 5. The registrar of transfers shall in every case be a
trust company to be appointed by the Board of Directors, in accord-
ance with the requirements of the New York Stock Exchange, and such
registration shall be performed in accordance with the rules and
regulations of said Exchange.
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ARTICLE IX
FINAL
SECTION 1. The Company shall indemnify to the full extent
permitted by law any person made or threatened to be made a party to
any action, suit or proceeding, whether criminal, civil, admin-
istrative or investigative, by reason of the fact that such person is
or was a director, officer or employee of the Company or serves or
served at the request of the Company any other enterprise as a
director, officer or employee. For purposes of this By-Law, the term
"other enterprise" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; and service "at the request
of the Company" shall include service as a director, officer or
employee of the Company which imposes duties on, or involves services
by, such director, officer or employee with respect to an employee
benefit plan, its participants or beneficiaries. This Section 1
shall not apply to any action, suit or proceeding pending or
threatened on the date of adoption hereof provided that the right of
the Company to indemnify any person with respect thereto shall not be
limited hereby.
SECTION 2. Any indemnification under Section 1 of this Article
(unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indem-
nification of the director, officer or employee is proper in the
circumstances because such person has met the applicable standard of
conduct required by law. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(ii) if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
SECTION 3. The indemnification provided by Section 1 of this
Article shall not be deemed exclusive of any other rights to which
any person seeking indemnification may be entitled under any law,
agreement, vote of stockholders or disinterested directors or other-
wise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any amendment or repeal of Section
1 or Section 2 of this ARTICLE IX or this Section 3 shall not limit
the right of any person to indemnity with respect to actions taken or
omitted to be taken by such person prior to such amendment or repeal.
SECTION 4. The Common corporate seal is, and, until otherwise
ordered by the Board of Directors, shall be, an impression upon paper
or wax, circular in form, with the words "Union Pacific Corporation"
on the outer edge thereof, and the words and figures "Corporate
Seal", "1969", "Utah" in the center thereof.
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SECTION 5. Except as otherwise provided by Utah Law, these By-
Laws may be altered, amended or repealed at a general meeting of the
stockholders by a majority vote of those present in person or by
proxy or at any meeting of the Board of Directors by a majority vote
of all the members of the Board.