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EXHIBIT 3(ii) TITLE PAGE
B Y L A W S
OF
NORFOLK SOUTHERN CORPORATION
AS AMENDED
MAY 9, 1996
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EXHIBIT 3(ii) Page 1 of 7
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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 2 of 7
AS AMENDED MAY 9, 1996
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 the 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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 3 of 7
AS AMENDED MAY 9, 1996
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 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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 4 of 7
AS AMENDED MAY 9, 1996
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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 5 of 7
AS AMENDED MAY 9, 1996
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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 6 of 7
AS AMENDED MAY 9, 1996
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.
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BYLAWS OF NORFOLK SOUTHERN CORPORATION EXHIBIT 3(ii) Page 7 of 7
AS AMENDED MAY 9, 1996
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.