EXHIBIT 3(ii)
B Y L A W S
OF
NORFOLK SOUTHERN CORPORATION
AS AMENDED
December 1, 2002
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.
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 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.
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 nine, 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 of all classes 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 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 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.
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.
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 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.
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.
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.
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.
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