96
B Y L A W S
OF
NORFOLK SOUTHERN CORPORATION
AS AMENDED
January 22, 2002
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BYLAWS
OF
NORFOLK SOUTHERN CORPORATION
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. If the date of the annual meeting shall
be a legal holiday, the meeting shall be held on the next succeeding day not a
legal holiday.
SECTION 2. Special Meetings. Special meetings of the stockholders shall
be held whenever called by the chief executive officer or by a majority of
the directors.
SECTION 3. Time and Place. All meetings of the stockholders shall be
held at the time and place stated in the notice of meeting.
SECTION 4. Quorum. The holders of a majority of the outstanding shares
of capital stock entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the stockholders. If less than a quorum
is present at an annual or special meeting, then a majority in interest of the
stockholders present in person or by proxy may from time to time 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 in his name on the
books of the corporation.
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SECTION 5. Record Date. The board of directors may fix in advance a
date as the record date for a determination of stockholders for any purpose,
such date to be not more than seventy days before the meeting or action
requiring a determination of stockholders.
SECTION 6. Conduct of Meetings. The chief executive officer, or any
officer or director he may designate, shall preside over all meetings of the
stockholders. The secretary of the corporation, or an assistant secretary,
shall act as secretary of all the meetings, if present. If the secretary or
an assistant secretary is not present, the chairman of the meeting shall
appoint a secretary.
The board of directors, prior to the annual meeting of the stockholders
each year, shall appoint one or more inspectors of election to act at such
annual meeting and at all other meetings of stockholders held during the
ensuing year. In the event of the failure of the board to make such
appointment or if any inspector of election shall for any reason fail to
attend and to act at such meeting, an inspector or inspectors of election,
as the case may be, may be appointed by the chairman of the meeting. The
inspectors of election shall determine the qualification of voters, the
validity of proxies and the results of ballots.
SECTION 7. Proposals by Stockholders. No business may be transacted
at an annual or special meeting of stockholders other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors or (c) otherwise properly brought before the meeting by a
stockholder (i) who is a stockholder on
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the date of the giving of the notice provided for in this Section 7 and on
the record date for the determination of stockholders entitled to vote at
such meeting and (ii) who gives to the corporation notice in writing of the
proposal, provided that such written notice is received at the principal
executive office of the corporation, addressed to the Corporate Secretary,
(A) in the case of an annual meeting, not less than ninety (90) nor more
than one hundred sixty (160) calendar days prior to the anniversary date of
the immediately preceding annual meeting and, (B) in the case of a special
meeting, not later than the tenth calendar day next following the date on
which notice of the holding of the special meeting is mailed to stockholders
or public disclosure of the date of the special meeting was made, whichever
first occurs. The written notice given to the corporation shall include
(i) the specific language on which stockholders will be asked to vote,
(ii) the name and address of such stockholder, (iii) the class or series and
number of shares of the capital stock of the corporation which are owned
beneficially and/or of record by such stockholder, (iv) a representation as
to the existence and nature of any agreement or understanding between the
proposing stockholder and any other person or persons (including their
identities) in connection with bringing the proposal, and (v) a
representation as to any material interest of the proposing stockholder
(and the other person or persons) in the subject matter of the proposal.
The requirements of this Section 7 are in addition to any other
applicable requirements.
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ARTICLE II
Board of Directors
SECTION 1. Election, Number and Term. The board of directors shall be
chosen at the annual meeting of the stockholders. The number of directors
shall be ten, and the directors shall be classified and shall hold office for
terms as provided in the articles of incorporation. This number may be
increased or decreased at any time by amendment of these bylaws, but shall
always be a number of not less than three. Directors need not be
stockholders. Directors shall hold office until their successors are elected.
SECTION 2. Quorum. A majority of the number of directors fixed by these
bylaws shall constitute a quorum. If less than a quorum is present at a
meeting, then a majority of those present may adjourn the meeting to a fixed
time and place, no further notice of any adjourned meeting being required.
SECTION 3. Vacancies. Any vacancy arising among the directors,
including a vacancy resulting from an increase by not more than thirty percent
in the number of directors last elected by the stockholders, may be filled by
a majority vote of the remaining directors though less than a quorum unless
sooner filled by the stockholders.
SECTION 4. Meetings. Meetings of the board of directors shall be held at
times fixed by resolution of the board or upon the call of the chief executive
officer or of one-third of the members of the board. Notice of any meeting
not held at a time fixed by a resolution of the board shall be given to each
director at least two days before the meeting at his residence or business
address or by delivering such notice to him or by telephoning or telegraphing
it to
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him at least one day before the meeting. Any such notice shall contain the
time and place of the meeting. Meetings may be held without notice if all the
directors are present or those not present waive notice before or after the
meeting. The chief executive officer, or any director he may designate, shall
preside over all meetings.
SECTION 5. Committees. The board of directors may by resolution
designate an executive committee and one or more other committees, each of
which shall consist of two or more directors. Any such committee, to the
extent provided in the resolution of the board of directors and except as
otherwise provided by law, shall have and may exercise the powers and
authority of the board of directors in the management of the business and
affairs of the corporation.
SECTION 6. Nominations of Directors. Except as otherwise provided in
the Articles of Incorporation, only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election to the board of directors may be made at
any annual meeting of the stockholders (a) by or at the direction of the
board of directors or (b) by any stockholder (i) who is a stockholder on the
date of the giving of the notice provided for in this Section 6 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who gives to the corporation notice in writing of the
nomination, provided that such written notice is received at the principal
executive office of the corporation, addressed to the Corporate Secretary,
not less than ninety (90) nor more than one hundred sixty (160) calendar
days prior to the anniversary date of the immediately preceding annual
meeting. The written notice given to the
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corporation shall include all the information about the nominee that would
be required by applicable rules and regulations of the Securities and Exchange
Commission to be included for nominees listed in the proxy statement for such
meeting and shall include (i) the name and address of such stockholder and
(ii) the class or series and number of shares of the capital stock of the
corporation which are owned beneficially and/or of record by such stockholder.
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.
ARTICLE III
Officers
SECTION 1. Election, Number and Term. The board of directors, promptly
after its election in each year, may elect a chairman of the board and shall
elect a president (one of whom shall be designated chief executive officer), a
secretary and a treasurer, and may elect one or more vice chairmen and vice
presidents and may appoint such other officers as it may deem proper. Any
officer may hold more than one office except that the same person shall not
be president and secretary. Each officer shall hold office until his successor
is elected or until his death or until he resigns or is removed in the manner
hereinafter provided.
SECTION 2. Removal. Any officer may be removed at any time by the vote
of the board of directors and any officer or agent appointed otherwise than by
the board of directors may be removed by any officer having authority to
appoint that officer or agent.
SECTION 3. Vacancies. Vacancies among the officers elected by the board
of directors shall be filled by the directors.
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SECTION 4. The Chief Executive Officer. The chief executive officer,
subject to the control of the board of directors, shall in general supervise
and control all of the business and affairs of the corporation. All officers
and agents, other than officers or agents elected or appointed by the board
of directors, shall be appointed by the chief executive officer or by the
heads of departments, subject to the approval of the chief executive officer.
Unless otherwise specifically provided in these bylaws or by direction of the
board of directors, the chief executive officer or, at his direction, any
officer, employee or agent of the corporation designated by him, may sign and
execute all representations, securities, conveyances of real and personal
property, leases, licenses, releases, contracts and other obligations and
instruments in the name of the corporation.
SECTION 5. The Vice Chairmen and Vice Presidents. The vice chairmen
and the vice presidents shall perform such duties as from time to time may
be assigned to them by the chief executive officer or by the board of
directors. In the absence of the chief executive officer, or in the event
of his death, inability or refusal to act, the officer designated by the
chief executive officer or the board of directors shall perform the duties
of the chief executive officer, and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the chief executive
officer. Any vice chairman or vice president may sign, with the secretary
or an assistant secretary, certificates for shares of the corporation.
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SECTION 6. The Secretary. The secretary shall:
(a) keep the minutes of the meetings of the stockholders and the board
of directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized;
(d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholders;
(e) sign with the chairman of the board, a vice chairman, the
president, or a vice president, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution of the
board of directors;
(f) have general charge of the stock transfer books of the
corporation; and
(g) in general perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
chief executive officer or by the board of directors.
SECTION 7. The Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall determine.
He shall:
(a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of
Article IV of these bylaws;
(b) when duly authorized, disperse all moneys belonging
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or coming to the corporation; and
(c) in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him
by the chief executive officer or by the board of directors.
SECTION 8. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the board of directors, may sign with the
chairman of the board, a vice chairman, the president or a vice president
certificates for shares of the corporation the issuance of which shall have
been authorized by a resolution of the board of directors. The assistant
treasurers shall respectively, if required by the board of directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
chief executive officer or the board of directors.
SECTION 9. Salaries. The salaries of the officers elected by the
board of directors shall be fixed by the board of directors. The salaries of
all other officers shall be fixed by the chief executive officer or by the
heads of departments, subject to the approval of the chief executive officer.
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ARTICLE IV
Checks and Deposits
SECTION 1. Checks and Drafts. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 2. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as may be selected in a manner
authorized by the board of directors.
ARTICLE V
Certificate of Stock
Each stockholder shall be entitled to a certificate or certificates of
stock in such form as may be approved by the board of directors signed by the
chairman of the board, a vice chairman, the president or a vice president and
by the secretary or an assistant secretary or the treasurer or any
assistant treasurer.
All transfers of stock of the corporation shall be made upon its books
by surrender of the certificate for the shares transferred accompanied by an
assignment in writing by the holder and may be accomplished either by the
holder in person or by a duly authorized attorney in fact.
In case of the loss, mutilation or destruction of a certificate of stock,
a duplicate certificate may be issued upon such terms not in conflict with law
as the board of directors may prescribe.
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The board of directors may also appoint one or more transfer agents and
registrars and may require stock certificates to be countersigned by a transfer
agent or registered by a registrar or may require stock certificates to be both
countersigned by a transfer agent and registered by a registrar. If
certificates of capital stock of the corporation are signed by a transfer agent
or by a registrar (other than the corporation itself or one of its employees),
the signature thereon of the officers of the corporation and the seal of the
corporation thereon may be facsimiles, engraved or printed. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer
or officers of the corporation.
ARTICLE VI
Seal
The seal of the corporation shall be a flat-faced circular die, of which
there may be any number of counterparts, with the word "SEAL" and the name of
the corporation and the state and year of incorporation engraved thereon.
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ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE VIII
Voting of Stock Held
Unless otherwise ordered by the board of directors, the chief executive
officer, or his designee, shall have full power and authority in behalf of the
corporation to attend and to act and to vote at any meetings of stockholders
of any corporation in which the corporation may hold stock, and at any such
meeting shall possess and may exercise any and all the rights and powers
incident to the ownership of such stock, which, as the owner thereof, the
corporation might have possessed and exercised if present, and may sign
proxies on behalf of the corporation with respect to any such meeting or
sign consents on behalf of the corporation with respect to corporate actions
permitted without a meeting of stockholders. The board of directors, by
resolution, from time to time, may confer like powers upon any other person
or persons.
ARTICLE IX
Amendments
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting of the
board of directors.