Exhibit 3.2
BY-LAWS
OF
CSX CORPORATION
(Amended as of April 25, 1996)
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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
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.
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 twelve. 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,
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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 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 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.
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
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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 majority 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.
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,
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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.
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.
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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.
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.
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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.
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.
* * * * * * * * * *
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Richmond, VA
April 25, 1996
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I, RACHEL E. GEIERSBACH, Assistant Corporate Secretary of CSX
CORPORATION, do hereby certify that the foregoing is a true and correct copy of
the CSX By-Laws, as amended at a meeting of the Board of Directors of CSX
Corporation held in the City of White Sulphur Springs, West Virginia, on the
25th day of April, 1995, at which a quorum was present and voted, and that such
By-Laws have not been rescinded, amended, or modified, and are in full force and
effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the corporate seal.
Assistant Corporate Secretary of
CSX CORPORATION
(SEAL)
Richmond, VA
October 4, 1995
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