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Exhibit 3.2
BY-LAWS
OF
CSX CORPORATION
(Amended as of April 25, 1995)
____________________
ARTICLE I.
Stockholders' Meetings.
SECTION 1. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date in March, April, May or June as the
Board of Directors may designate, either within or without the State of
Virginia.
SECTION 2. Special Meetings. Special meetings of the stockholders
may be called from time to time by the Board of Directors or the Chief
Executive Officer of the Corporation. Special meetings shall be held solely
for the purposes specified in the notice of meeting.
SECTION 3. Time and Place. The time and place of each meeting of the
stockholders shall be stated in the notice of the meeting.
SECTION 4. Quorum. The holders of a majority of the outstanding
shares of Capital Stock entitled to vote shall constitute a quorum at any
meeting of the stockholders. Less than a quorum may adjourn the meeting to a
fixed time and place, no further notice of any adjourned meeting being
required. Each stockholder shall be entitled to one vote in person or by
proxy for each share entitled to vote then outstanding and registered in his
name on the books of the Corporation.
SECTION 5. Notice of Meeting and Record Date. Notice shall be
delivered by the Corporation not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid, addressed to the stockholder at his address
as it appears on the stock transfer books of the Corporation. Such further
notice shall be given as may be required by law. Notice of meetings may be
waived in accordance with law. Any previously scheduled meeting of the
stockholders may be postponed, by resolution of the Board of Directors at any
time prior to the time previously scheduled for such meeting of stockholders.
The Board of Directors may fix in advance a date to determine shareholders
entitled to notice or to vote at any meeting of shareholders, to receive any
dividend, or for any purpose, such date to be not more than 70 days before the
meeting or action requiring a determination of shareholders.
SECTION 6. Conduct of Meeting. The Chairman of the Board shall
preside over all meetings of the stockholders and prescribe rules of procedure
therefor. If he is not present, or if there is none in office, the President
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shall preside. If the Chairman of the Board and the President are not
present, a Vice President shall preside, or, if none be present, a Chairman
shall be elected by the meeting. The Secretary of the Corporation shall act
as Secretary of the meeting, if he is present. If he is not present, the
Chairman shall appoint a Secretary of the meeting. The Chairman of the
meeting shall appoint one or more inspectors of election who shall determine
the qualification of voters, the validity of proxies, and the results of
ballots. The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there is
a quorum, and may determine the date, time and place that a meeting so
adjourned is to reconvene. The Chairman of the meeting shall determine the
time reasonably allotted to each speaker at the meeting.
SECTION 7. Notice of Stockholder Business. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who complies with the
notice procedures set forth in this Section 7. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less than
30 days nor more than 60 days prior to the meeting; provided, however, that in
the event that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to the stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the 10th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7. The Chairman of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 7, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
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ARTICLE II.
Board of Directors.
SECTION 1. Number, term and election. The Board of Directors shall
be elected at the annual meeting of the stockholders or at any special meeting
held in lieu thereof. The number of Directors shall be thirteen. This number
may be increased or decreased at any time by amendment of these By-laws, but
shall always be a number of not less than four. No person shall be eligible
for election as a Director, nor shall any Director be eligible for reelection,
if he shall have attained the age of 70 years at the time of such election,
except that the Board, in its sole discretion, may waive such ineligibility
for a period not to exceed one year. Inside Directors, including Chief
Executive Officers, shall retire from the Board immediately upon leaving
active service, or age 65, whichever is first. Further, only CSX senior
corporate officers shall be eligible for election as Director. Outside
Directors shall hold office until removed or until the next annual meeting of
the stockholders is held and their successors are elected.
SECTION 2. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in the By-laws shall be
eligible for election as Directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 2. Nominations by stockholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a Director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Corporation that information
required to be set forth in the stockholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as Director
of the Corporation unless nominated in accordance with the procedures set
forth in the By-laws. The Chairman of the meeting shall, if the facts
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warrant, determine and declare to the meeting that a nomination was not made
in accordance with the procedures prescribed by the By-laws, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
SECTION 3. Quorum. A majority of the Directors shall constitute a
quorum. Less than a quorum may adjourn the meeting to a fixed time and place,
no further notice of any adjourned meeting being required.
SECTION 4. Removal and vacancies. The stockholders at any meeting,
by a vote of the holders of a majority of all the shares of Capital Stock at
the time outstanding and having voting power, may remove any Director and fill
any vacancy. Vacancies arising among the Directors, including a vacancy
resulting from an increase by the Board of Directors in the number of
directors, so long as the increase so created is not more than two, may be
filled by the remaining Directors, though less than a quorum of the Board,
unless sooner filled by the stockholders. Vacancies filled by the Directors
may be subject to such rules, regulations, and criteria as the Board may from
time to time prescribe.
SECTION 5. Meetings and notices. Regular meetings of the Board of
Directors shall be held each month, unless cancelled by the Board of
Directors, at such place and at such time as the the Board of Directors may
from time to time designate. Special meetings of the Board of Directors may
be held at any place and at any time upon the call of the Chairman of the
Board or of any three members of the Board of Directors. Notice of any
meetings shall be given by mailing or delivering such notice to each Director
at his residence or business address or by telephoning or telegraphing it to
him at least twenty-four hours before the meeting. Any such notice shall
state the time and place of the meeting. Meetings may be held without notice
if all of the Directors are present or those not present waive notice before
or after the meeting.
Any action required to be taken at a meeting of the Board may be
taken without a meeting if a consent in writing setting forth the action so to
be taken, shall be signed by all the Directors and filed with the Secretary.
Such consent shall have the same force and effect as a unanimous vote.
Any action required to be taken at a meeting of the Board may be
taken by means of a conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such
meeting. When such meeting is conducted, a written record shall be made of
the action taken at such meeting.
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ARTICLE III.
Executive Committee.
SECTION 1. Number and Chairman. The Board of Directors shall by vote
of a majority of the whole number herein fixed designate an Executive
Committee, consisting of the Chairman of the Board, the President of the
Corporation, the Chairman of each of the Committees of the Board, and, for a
period determined by the Board of Directors not to exceed 12 months from
termination of his or her service as Chairman of a Committee, any current
member of the Board of Directors who had been Chairman of a Committee of the
Board. The Chairman of the Board of Directors shall be the Chairman of the
Committee.
SECTION 2. Authority and quorum. The Committee, when the Board of
Directors is not in session, shall have and may exercise all the authority of
the Board of Directors, except as may be prohibited by Section 13.1-40 of the
Code of Virginia, as it may from time to time be amended. A majority of the
Committee shall constitute a quorum for the transaction of business, and the
affirmative vote of the 2majority of those present shall be necessary for any
action by the Committee. The Committee shall cause to be kept a full and
accurate record of its proceedings at each meeting and report the same at the
next meeting of the Board. In the absence of the Chairman of the Committee, a
temporary chairman shall be designated by the Committee to preside at such
meeting.
SECTION 3. Meetings and notices. Meetings of the Committee may be
called at any time by the Chairman of the Board or any three members of the
Committee and shall be held at such time and place as shall be stated in
the notice of the meeting. Notice of any meeting of the Committee shall be
given by delivering or mailing such notice to each member of his residence or
business address or by telephoning or telegraphing it to him not less than
twenty-four hours before the meeting. Any such notice shall state the time
and place of the meeting. Meetings may be held without notice if all of the
members of the Committee are present or those not present waive notice before
or after the meeting.
Action may be taken by the Executive Committee without a meeting in
the manner provided by Section 4 of Article II.
SECTION 4. Removal. Members of the Committee may be removed as
members thereof and replaced by the affirmative vote of a majority of the
Directors in office at any regular or special meeting of the Board of
Directors.
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ARTICLE IV.
Committees of the Board.
(other than the Executive Committee)
The Board of Directors shall by vote of a majority of the whole
number herein fixed establish an Audit Committee, a Compensation Committee, an
Organization and Corporate Responsibility Committee, and a Pension Committee,
each committee consisting of at least two directors whose designation and
terms of office shall be by resolution of the Board. The Board may also
create from time to time such additional committees as it may deem
appropriate. The committees shall meet and perform such duties and functions
as the Board may prescribe.
ARTICLE V.
Officers.
At the first meeting of the Board of Directors held after the annual
meeting of the stockholders, the Board of Directors shall elect officers of
the Corporation as follows:
A Chairman of the Board, who shall be the
Chief Executive Officer,
A President, who shall be the Chief Operating Officer,
A Vice Chairman,
One or more Vice Presidents, any of whom may be
designated as an Executive Vice President, a
Senior Vice President or a Vice President with
a functional title,
A General Counsel,
A Secretary, and
A Treasurer
All officers elected by the Board of Directors shall, unless removed
by the Board of Directors as hereinafter set forth, hold office until the
first meeting of the Board of Directors after the next annual meeting of the
stockholders and until their successors are elected. Any two or more offices
may be held by the same person, except the offices of President and Secretary.
The Chairman of the Board may appoint such additional subordinate
officers as he may deem necessary for the efficient conduct of the affairs of
the Corporation.
The powers, duties, and responsibilities of officers and employees
of the Corporation not prescribed in these By-laws shall be established from
time to time by the Board of Directors or by the Chairman of the Board.
Any officer shall be subject to removal at any time if elected by the
Board of Directors, by the affirmative vote of a majority of all of the
members of the Board of Directors, or, if appointed by the Chairman of the
Board, by the Chairman of the Board.
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ARTICLE VI.
Chairman of the Board.
The Chairman of the Board of Directors shall be elected from among
the Directors. He shall preside at all meetings of the Board of Directors.
Subject to the direction of the Board of Directors, he shall have general
charge, control, and supervision of all the business and operations of the
Corporation.
The Board of Directors may elect a Vice Chairman of the Board from
among the members thereof. He shall have such powers, duties and
responsibilities as may be assigned to him by the Board of Directors or the
Chairman of the Board.
ARTICLE VII.
President.
The President shall be elected from among the Directors. He shall
have such powers, duties, and responsibilities as may be assigned to him by
the Board of Directors or the Chairman of the Board.
ARTICLE VIII.
Vice Presidents.
The powers, duties, and responsibilities of the Vice Presidents shall
be fixed by the Chairman of the Board with the approval of the Board of
Directors. From time to time, the Board of Directors may assign to a Vice
President the duty of acting for the President in case of his absence or
inability to act.
ARTICLE IX.
General Counsel.
The General Counsel shall have general charge of the legal affairs of
the Corporation, and shall cause to be kept adequate records of all suits or
actions of every nature to which the Corporation may be a party or in which it
has an interest, with sufficient data to show the nature of the case and
proceedings therein. He shall prepare or cause to be prepared legal opinions
on any subject necessary for the affairs of the Corporation, and shall perform
such other duties as the Board of Directors, the Chairman of the Board, or the
Senior Vice President-Corporate Services may designate.
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ARTICLE X.
Secretary.
SECTION 1. The Secretary shall attend all meetings of the
stockholders, the Board of Directors, and the Executive Committee and record
their proceedings, unless a temporary secretary be appointed. He shall give
due notice as required of all meetings of the stockholders, Directors, and
Executive Committee. He shall keep or cause to be kept at a place or places
required by law a record of the stockholders of the Corporation, giving the
names and addresses of all stockholders and the number, class, and series of
the shares held by each. He shall be custodian of the seal of the
Corporation, and of all records, contracts, leases, and other papers and
documents of the Corporation, unless otherwise directed by the Board of
Directors, and shall perform such other duties as may be assigned to him by
the Board of Directors, the Chairman of the Board, or the Senior Vice
President-Corporate Services.
SECTION 2. In case of the Secretary's absence or incapacity, the
Chairman of the Board shall designate an appropriate officer to perform the
duties of the Secretary.
ARTICLE XI.
Treasurer.
SECTION 1. The Treasurer shall receive, keep and disburse all moneys
belonging or coming to the Corporation, shall keep regular, true and full
accounts of all receipts and disbursements and make detailed reports thereof.
He shall also perform such other duties in connection with the administration
of the financial affairs of the Corporation as the Senior Vice
President-Finance shall assign to him.
SECTION 2. In case of the Treasurer's absence or incapacity, the
Senior Vice President-Finance shall designate an appropriate officer to
perform the duties of the Treasurer.
ARTICLE XII.
Compensation.
The compensation of the officers elected by the Board of Directors
shall be fixed by the Board of Directors. The compensation of all other
officers shall be fixed by the Chairman of the Board or the President or heads
of departments subject to the control of the Chairman of the Board.
No salary of more than a maximum level, fixed from time to time by
the Board of Directors, shall be established except with approval of the Board
of Directors.
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ARTICLE XIII.
Depositaries.
The money and negotiable instruments of the Corporation shall be kept
in such bank or banks as the Senior Vice President-Finance or the Vice
President and Treasurer shall from time to time direct or approve. All checks
and other instruments for the disbursement of funds shall be executed manually
or by facsimile by such officers or agents of the Corporation as may be
authorized by the Board of Directors.
ARTICLE XIV.
Seal.
The seal of the Corporation, of which there may be any number of
counterparts, shall be circular in form and shall have inscribed thereon the
name of the Corporation, the year of its organization and the words,
"Corporate Seal Virginia." The Board may also authorize to be used, as the
seal of the Corporation, any facsimile thereof.
ARTICLE XV.
Fiscal Year.
The fiscal year of the Corporation shall begin immediately after
midnight of the last Friday of December, and shall end at midnight on the last
Friday of December of each calendar year.
ARTICLE XVI.
Amendments to By-laws.
These By-laws may be amended or repealed at any regular or special
meeting of the Board of Directors by the vote of a majority of the Directors
present. They may also be repealed or changed, and new By-laws made, by the
stockholders, provided notice of the proposal to take such action shall
have been given in the notice of the meeting. The stockholders may prescribe
that any By-law made by them shall not be altered, amended or repealed by the
Board of Directors.
* * * * * * * * * *
Richmond, VA
April 25, 1995
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