COVER
Exhibit 3
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BY-LAWS
OF
UNION PACIFIC CORPORATION
As Amended Effective as of September 26, 1996
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BY-LAWS
OF
UNION PACIFIC CORPORATION
(AS AMENDED EFFECTIVE AS OF SEPTEMBER 26, 1996)
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 called by the
Board of Directors, the Executive Committee, or by any other person who, at such
time, is authorized by the Utah Revised Business Corporation Act (the "Act") to
call a special meeting of stockholders. A request by a stockholder for a
special meeting must be accompanied by a statement of purposes which includes
at least the information set out in clauses (i) through (vi) of Section 10(e)
of Article I of these By-Laws. 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 sixty 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. A stockholder's attendance at a meeting: (i)
waives objection to lack of notice or defective notice of the meeting, unless
the stockholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting because of lack of notice or defective
notice; and (ii) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the stockholder objects to considering the matter when it is
presented.
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 or action of stockholders as the time for the
determination of stockholders entitled to vote at such meeting or to take such
action.
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 and the ballots and proxies shall be received and taken charge of 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. Stockholders may take action on a matter at a meeting only if
a quorum exists with respect to that matter. Unless the articles of
incorporation or the Act provide otherwise, a majority of the votes entitled to
be cast on the matter, represented in person or by proxy, constitutes a quorum
for action on that matter. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. Once a share
is represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter, other than the election of directors,
by stockholders is approved if the votes cast favoring the action exceed the
votes cast opposing the action, unless the articles of incorporation or the
Act require a greater number of affirmative votes. Directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present.
SECTION 10. (a) At any annual meeting of stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors or the Executive Committee or (ii) by
any stockholder who complies with the procedures set forth in this Section 10.
(b) No business may be transacted at any annual meeting of
stockholders, other than business that is either (i) specified in the notice of
meeting (or any supplement thereto) given pursuant to Section 4 of Article I of
these By-Laws, (ii) otherwise properly brought before such meeting of
stockholders by or at the direction of the Board of Directors or (iii) otherwise
properly brought before such meeting by any stockholder (A) who is a stockholder
of record on the date of the giving of the notice by the stockholder provided
for in this Section 10 and on the record date for the determination of
stockholders entitled to vote at such annual meeting of stockholders and (B)
who complies with the notice procedures set forth in this Section 10.
(c) No business may be transacted at any special meeting of
stockholders, other than business that is specified in the notice of meeting
(or any supplement thereto) given pursuant to Section 4 of Article I of these
By-Laws.
(d) In addition to any other applicable requirements, for
business to be properly brought before a meeting of stockholders by a
stockholder pursuant to clause (b) of this Section 10 such stockholder must
have given timely notice thereof in proper written form to the Secretary of the
Company. To be timely, a stockholder's notice to the Secretary of the Company
pursuant to clause (b) of this Section 10 must be delivered to or mailed and
received at the principal executive offices of the Company not less than sixty
(60) days nor more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that
in the event that the annual meeting of stockholders is called for a date that
is not within thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the annual meeting of stockholders was mailed or public disclosure
of the date of the meeting of stockholders was made, whichever first occurs.
(e) To be in proper written form, a stockholder's notice to
the Secretary of the Company pursuant to clause (b) of this Section 10 must set
forth as to each matter such stockholder proposes to bring before the annual
meeting of stockholders (i) a brief description of the business desired to be
brought before the meeting of stockholders and the reasons for conducting such
business at such meeting of stockholders, (ii) the name and record address of
such stockholder, (iii) the class or series and number of shares of capital
stock of the Company which are owned beneficially or of record by such
stockholder as of the record date for the meeting (if such date shall then have
been made publicly available and shall have occurred) and as of the date of
such notice, (iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business, (v) any other
information which would be required to be disclosed in a proxy statement or
other filings required to be made in connection with the solicitation of
proxies for the proposal pursuant to Section 14 of the Securities Exchange Act
of 1934 (the "Exchange Act"), and the rules and regulations promulgated
thereunder if such stockholder were engaged in such a solicitation (other than
a solicitation described in Rules 14a-2(a) or 14a-2(b) promulgated under the
Exchange Act), and (vi) a representation that such stockholder intends to
appear in person or by proxy at the meeting of stockholders to bring such
business before the meeting.
(f) No business shall be conducted at the annual meeting of
stockholders except business brought before the meeting of stockholders in
accordance with the procedures set forth in this Section 10, provided, however,
that, once business has been properly brought before the meeting of stockholders
in accordance with such procedures, nothing in this Section 10 shall be deemed
to preclude discussion by any stockholder of any such business.
(g) If the chairman of a meeting of stockholders determines
that business was not properly brought before a meeting of stockholders, the
chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
SECTION 11. (a) Subject to the rights of the holders of any series of
Preferred Stock then outstanding, only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the
Company. Nominations of persons for election to the Board of Directors may be
made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (i) by or at the
direction of the Board of Directors or the Executive Committee or (ii) by any
stockholder of the Company (A) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 11 and on the record date for
the determination of stockholders entitled to vote at such meeting and (B) who
complies with the notice procedures set forth in this Section 11.
(b) In addition to any other applicable requirements for a
nomination to be made by a stockholder pursuant to clause (a) of this Section
11, such stockholder must have given timely notice thereof in proper written
form to the Secretary of the Company.
(c) To be timely, a stockholder's notice to the Secretary of
the Company pursuant to clause (a) of this Section 11 must be delivered to or
mailed and received at the principal executive offices of the Company (i) in the
case of an annual meeting of stockholders, not less than sixty (60) days nor
more than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders, provided, however, that in the event
that the annual meeting of stockholders is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which notice of the
date of the annual meeting of stockholders was mailed or public disclosure of
the date of the annual meeting was made, whichever first occurs, and (ii) in
the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the special meeting of
stockholders was mailed or public disclosure of the date of the special meeting
of stockholders was made, whichever first occurs.
(d) To be in proper written form, a stockholder's notice to
the Secretary of the Company pursuant to clause (a) of this Section 11 must set
forth (i) as to each person whom the stockholder proposes to nominate for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the Company which are
owned beneficially or of record by the person as of the record date for the
meeting (if such date shall then have been made publicly available and shall
have occurred) and as of the date of such notice and (D) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (ii) as to the
stockholder giving the notice (A) the name and record address of such
stockholder, (B) the class or series and number of shares of capital stock of
the Company which are owned beneficially or of record by such stockholder as of
the record date for the meeting (if such date shall then have been made
publicly available and shall have occurred) and as of the date of such notice,
(C) a description of all arrangements or understandings between such stockholder
and each proposed nominee and any other person or persons (including their
names) pursuant to which the nominations are to be made by such stockholder,
(D) a representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and (E) any
other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder (other than a solicitation described in Rules 14a-2(a) or 14a-2(b)
promulgated under the Exchange Act). Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
(e) No person shall be eligible for election as a director
of the Company unless nominated in accordance with the procedures set forth in
this Section 11. If the chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
SECTION 12. If and to the extent authorized by the Board in connection
with a particular meeting, stockholders may participate in a meeting of
stockholders, and such meetings may be conducted through the use of, any means
of telecommunication permitted under the Act.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of, the Board of Directors, which shall consist of eighteen
members. Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a vote of the Board and,
if the directors remaining in office consist of fewer than a quorum of the
Board, a majority of the directors then in office, though less than a quorum,
may fill the vacancy. 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 directors.
SECTION 2. Regular meetings of the Board of Directors shall be held at
8:30 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 transmitting
the same by first class mail, facsimile transmission, telephone or other
electronic means to, their respective residences or offices. Any director may
consent in writing to the holding of a special meeting without notice, and the
attendance or participation 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,
unless the director at the beginning of the meeting, or promptly upon the
director's arrival, objects to holding the meeting or transacting business
thereat because of lack of notice or defective notice, and does not thereafter
vote for or assent to the action taken at the meeting. 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
principal executive offices of the Company in Bethlehem, Pennsylvania.
SECTION 3. A majority of the number of directors prescribed by Article II,
Section 1 shall constitute 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. 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 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.
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 vote of the majority of the
directors then in office, 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 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 designated. The rules regarding notice
of meetings of the Board set forth in Section 2 of Article II of these By-Laws
shall apply to meetings of the Executive Committee.
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.
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 President-Finance, a Senior Vice President-Human Resources, a
Vice President-Taxes, a General Counsel, a Controller, a Secretary, a Treasurer
and such other Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents as the Board shall determine, and there may also be appointed by the
Board of Directors or Executive Committee such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers, Assistant Controllers, 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 Chairman of the Executive Committee shall preside, in the
absence of the Chairman of the Board and the President, 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,
the Executive Committee or the Chief Executive Officer.
SECTION 7. 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 8. The Executive Vice Presidents and Senior Vice Presidents shall
perform such 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, investments, strategic planning and
corporate development 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-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 11. The General Counsel shall have the direction and management
of all legal business of the Company except as otherwise provided in Sections 12
and 19 of this ARTICLE IV, 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 12. 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 13. The other Vice Presidents elected and Assistant Vice
Presidents appointed from time to time 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 14. 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
canceled. He is authorized to approve for payment by the Treasurer vouchers,
payrolls, 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
reference to the financial affairs and operations of the Company and of 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 President-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 accounting and approving or
authorizing payments as shall be assigned to them by the Controller.
SECTION 15. 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 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 16. 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 or in one or more depositories selected by the Treasurer
or other officer authorized by the Board of Directors, in each case subject to
access thereto as shall from time to time be authorized or required by the Board
of Directors, the Chief Executive Officer, or the Treasurer. Stocks, bonds,
notes and other securities shall be deposited in the safe deposit vaults or
depositories, or withdrawn from them, only by persons and pursuant to procedures
as shall be determined by the Board of Directors, the Chief Executive Officer or
the Treasurer. 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, the Chief
Executive Officer, the Treasurer or such other officers as may be authorized by
the Board of Directors; and the Treasurer or other officer designated by the
Treasurer may endorse for deposit therein all checks, drafts, or 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 by such persons, either by
manual or facsimile signature as shall be authorized by the Board of Directors,
and countersigned if required by the Board of Directors . 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, the Chief Executive
Officer or these By-Laws; for payments which have been otherwise ordered or
provided for by the Board of Directors or the Chief Executive Officer; 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 the 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 17. 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 18. 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 19. 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.
SECTION 20. To the extent that a separate division shall be created within
the Company, the Chief Executive Officer shall be authorized to appoint officers
of such division and any such officers shall perform such duties and possess
such powers as are prescribed and conferred by the Chief Executive Officer.
ARTICLE V
SUPERVISION, REMOVAL AND SALARIES OF
OFFICERS AND EMPLOYEES
SECTION 1. Any officer or employee 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 directors then in office, with or without cause. 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 or by the officer supervising
such officer or employee, with or without cause.
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.
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 provisions of this Article.
ARTICLE VI
CONTRACTS AND EXPENDITURES
SECTION 1. All capital expenditures, leases and property dispositions must
be authorized by the Board of Directors or Executive Committee, except that gen-
eral 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, certificate, note, contract or other instrument
authorized or approved by, or pursuant to authority granted by, 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.
SECTION 8. For purposes of this Article VI, any references to "officers
of the Company" shall include officers of any division of the Company and
references to the "Head of the department or office of the Company" shall
include the Head of any division of the Company or any department or office
within such a division.
ARTICLE VII
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. The registrar of transfers shall in every case be a trust
company to be appointed by the Board of Directors, in accordance 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.
ARTICLE VIII
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, administrative 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, fiduciary or employee. The indemnification provided in
this section shall include the right to receive payment in advance of any final
disposition of any expenses incurred by any such person in connection with any
such action, suit or proceeding, consistent with the provisions of then
applicable law. For purposes of this By-Law, the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; 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; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to an
employee benefit plan in good faith which such person reasonably believes to be
in the interest of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the corporation.
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 VIII
(unless ordered by a court) shall be made by the Company only as authorized in
the specific case upon a determination that indemnification 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 by the persons authorized by the Act.
SECTION 3. Notwithstanding Sections 1 and 2 of this Article VIII, except
for proceedings to enforce indemnification, the Company shall not be obligated
to indemnify any director, officer or employee in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Board of Directors. The
indemnification and advancement of expenses provided by Section 1 of this
Article VIII 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 otherwise, 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 VIII 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.
SECTION 5. Except as otherwise provided by the Act, these By-Laws may be
altered, amended or repealed at a 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 the directors then in office.