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BY-LAWS
OF
UNION PACIFIC CORPORATION
As Amended Effective as of January 27, 1994
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BY-LAWS
OF
UNION PACIFIC CORPORATION
(AS AMENDED EFFECTIVE AS OF JANUARY 27, 1994)
ARTICLE I
STOCKHOLDERS MEETINGS
SECTION 1. Annual meetings of the stockholders of this Company shall
be held in Salt Lake City, Utah. Special meetings of the stockholders of this
Company may be held at such place or places as shall be ordered by the Board of
Directors or Executive Committee, but, unless otherwise ordered, such meetings
shall be held in Salt Lake City, Utah.
SECTION 2. Annual meetings of the stockholders, for the purpose of
electing directors and transacting any other business, shall be held at such
time as shall be ordered by the Board of Directors or Executive Committee, but,
unless otherwise ordered, shall be held at 8:30 a.m. on the third Friday of
April in each year.
SECTION 3. A special meeting of the stockholders may be held at any
time upon order of the Board of Directors or Executive Committee. The objects
of a special meeting shall be stated in the order therefor, and the business
transacted shall be confined to such objects.
SECTION 4. Notice of all meetings of the stockholders shall be given,
either personally or by mail, not less than ten nor more than fifty days prior
thereto. The notice of all special meetings shall state the objects thereof.
The failure to give notice of an annual meeting, or any irregularity in the
notice, shall not affect the validity of such annual meeting or of any
proceedings thereat. Any stockholder may consent in writing to the holding of
a special meeting without notice, and the attendance of any stockholder at a
special meeting, whether in person or by proxy, shall constitute a waiver by
him of call and notice thereof and a consent to the holding of said meeting and
the transaction of any corporate business thereat.
SECTION 5. The Board of Directors or the Executive Committee may may
fix in advance a day and hour not more than seventy days preceding any annual
or special meeting of stockholders as the time for the determination of
stockholders entitled to vote at such meeting. Stockholders of record at the
time so fixed by the Board of Directors or the Executive Committee and only
such stockholders shall be entitled to vote at such meeting. Each share of
stock shall entitle such record holder thereof to one vote, in person or by
proxy in writing.
SECTION 6. The Chairman of the Board, and in his absence the Chief
Executive Officer, and in their absence the President, and in their absence one
of the Vice Presidents, shall call meetings of the stockholders to order and
act as chairman of such meetings. In the absence of all these officers, the
Board of Directors may appoint a chairman of the meeting to act in such event;
but if the Board shall not make such appointment, then, in the absence of all
of these officers, any stockholder or proxy of any stockholder may call the
meeting to order, and a chairman shall be elected.
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SECTION 7. The Secretary of the Company shall act as secretary at all
meetings of the stockholders; but the Board of Directors or Executive Committee
may designate an Assistant Secretary for that purpose before the meeting, and
if no such designation shall have been made, then the presiding officer at the
meeting may appoint any person to act as secretary of the meeting.
SECTION 8. At each meeting of the stockholders the polls shall be
opened and closed, the ballots and proxies shall be received and taken charge
of, and all questions touching the qualifications of voters, the validity of
proxies, and the acceptance or rejection of votes, shall be decided by two
inspectors. Such inspectors shall be appointed before the meeting by the Board
of Directors or by the Executive Committee, and if no such appointment shall
have been made, then by the presiding officer at the meeting; and if for any
reason any of the inspectors previously appointed shall fail to attend, or
refuse or be unable to serve, then inspectors, in place of any so failing to
attend or refusing or unable to serve, shall be appointed by the presiding
officer at the meeting. Such inspectors need not be stockholders.
SECTION 9. The representation of a majority of the outstanding capital
stock of the Company by the holders thereof in person or by proxy shall be
requisite to constitute a quorum for the holding of any meeting of the
stockholders; except that any proportion of the outstanding stock less than a
majority may adjourn a meeting from day to day until a quorum shall be present.
A majority of the capital stock represented at any meeting shall be necessary
to determine any question or election thereat. The time and place to which any
adjournment is taken shall be publicly announced at the meeting, and no further
notice thereof shall be necessary.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. The business and affairs of the Company shall be managed by
the Board of Directors, which shall consist of seventeen members. The
directors shall be divided into three classes in accordance with Article
Seventh of the Articles of Incorporation of the Company. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any director appointed by the
Board of Directors to fill a directorship caused by an increase in the number
of directors shall serve until the next annual meeting or a special meeting of
the stockholders called for the purpose of electing a director to the office so
created.
SECTION 2. Regular meetings of the Board of Directors shall be held at
9:30 a.m. on such day in such months as the Board shall from time to time
designate, and no further notice of such regular meetings shall be required.
Special meetings shall be held whenever called by order of the Chairman or the
Executive Committee or any five members of the Board. Notice of Special
meetings shall be given, at least one day prior thereto, by personal service of
written notice upon the directors or by delivering the same at or mailing or
telegraphing the same to their respective residences or offices. Any director
may consent in writing to the holding of a special meeting without notice, and
the attendance of any director at a special meeting shall constitute a waiver
by him of call and notice thereof and a consent to the holding of said meeting
and the transaction of any corporate business thereat. Meetings of the Board
of Directors may be held at such place or places as shall be ordered by the
Executive Committee or by a majority of the directors in office, but unless
otherwise ordered, all meetings of the Board of Directors shall be held at the
general office of the Company in the City and State of New York.
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SECTION 3. A majority of the directors in office shall constitute a
quorum at all meetings of the Board. If a quorum be not present at any
meeting, a majority of the directors present may adjourn the meeting until a
later day or hour.
SECTION 4. As soon as practicable after the close of each fiscal year,
the Board of Directors shall make a report of the business and affairs of the
Company to the stockholders.
SECTION 5. Each director, other than active employees of the Company,
or of any subsidiary of the Company, shall be paid an annual retainer of
$50,000, and each such director who shall serve as the Chairman or a
Co-Chairman of a Committee of the Board shall receive an additional annual
retainer of $6,000, each retainer payable quarterly at the end of the quarter,
except that directors who attend fewer than 75% of the Board and Committee
meetings on which they serve will be paid 75% of the annual retainer, plus a
reasonable allowance for transportation and other expenses incurred by such
director in going to any meeting of the Board of Directors, or of any Committee
of the Board, and returning to such director's place of residence.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. There shall be an Executive Committee consisting of such
number of directors as shall be elected thereto by the Board of Directors,
whose terms of office shall continue during the pleasure of the Board, and in
addition the Chairman of the Board, the Chief Executive Officer, the Chairman
of the Executive Committee and the President, ex officio. The Executive
Committee shall, when the Board of Directors is not in session, have all the
powers of the Board of Directors to manage and direct all the business and
affairs of the Company, in such manner as said Committee shall deem best for
the Company's interests, in all cases in which specific directions shall not
have been given by the Board of Directors.
SECTION 2. Meetings of the Executive Committee may be called at any
time by the Chairman of the Board or a majority of the members of the
Committee, to convene at such time and place as may be designated.
SECTION 3. A majority of the members of the Committee shall constitute
a quorum. If a quorum be not present at any meeting, the member or members of
the Committee present may adjourn the meeting until a later day or hour; or the
member or members present, whether constituting a quorum or not, at his or
their option, shall have the power to appoint a substitute or substitutes from
the members of the Board of Directors to act during the temporary absence of
any member or members of the Committee.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 1. There may be elected by the Board of Directors from its
members a Chairman of the Board, a Chief Executive Officer, a President, a
Chief Operating Officer, one or more Vice Chairmen of the Board, and a Chairman
of the Executive Committee, and there may also be elected by the Board of
Directors an Executive Vice President, an Executive Vice President-Finance, a
Senior Vice President-Law, a Senior Vice President-Human Resources, a Vice
President-Taxes, a General Counsel, a Controller, a Secretary, a Treasurer and
such other Vice Presidents as the Board shall determine, and there may also be
appointed by the Board of Directors or Executive Committee such Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, Associate General
Counsels, Assistant General Counsels, General Tax Counsels, Associate
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General Tax Counsels and other officers and agents as the Board of Directors or
Executive Committee shall from time to time determine.
SECTION 2. The Chairman of the Board shall preside, when present, at
meetings of the Board of Directors and at meetings of the Executive Committee
and shall perform such other duties and possess such powers as may be
prescribed or conferred by the Board of Directors or the Chief Executive
Officer.
SECTION 3. The Chief Executive Officer shall have general supervision
of all departments and offices of the Company and of the interest of the
Company in all companies controlled by it. He shall preside, in the absence of
the Chairman of the Board, at meetings of the Board of Directors and at
meetings of the Executive Committee.
SECTION 4. The President shall preside, in the absence of the Chairman
of the Board, at meetings of the Board of Directors and the Executive Committee
and shall perform such duties and possess such powers as may be prescribed or
conferred by the Board of Directors or the Chief Executive Officer.
SECTION 5. The Chief Operating Officer shall have day to day operating
responsibilities for the affairs of the Company, reporting to the Chief
Executive Officer, and shall perform such duties as may be prescribed or
conferred by the Board of Directors or the Chief Executive Officer.
SECTION 6. The Vice Chairmen of the Board shall perform such duties
and possess such powers as may be prescribed or conferred by the Board of
Directors or the Chief Executive Officer.
SECTION 7. The Chairman of the Executive Committee shall perform such
duties and possess such powers as may be prescribed or conferred by the Board
of Directors, the Executive Committee or the Chief Executive Officer.
SECTION 8. The Executive Vice President shall have the direction and
management of the strategic planning and corporate development functions of the
Company, and shall perform such other duties as may be prescribed or conferred
by the Chief Executive Officer.
SECTION 9. The Executive Vice President-Finance shall have the
direction and management of the financial affairs and investments of the
Company and of the offices in charge of the Controller, the Treasurer and the
Vice President-Taxes, and shall perform such other duties as may be prescribed
or conferred by the Chief Executive Officer.
SECTION 10. The Senior Vice President-Law shall have the direction and
management of all legal business of the Company except as otherwise provided in
Sections 12, 13 and 19 of this ARTICLE IV, and shall perform such other duties
as may be prescribed or conferred by the Chief Executive Officer.
SECTION 11. The Senior Vice President-Human Resources shall have the
direction and management of the human resources functions of the Company, and
shall perform such other duties as may be prescribed or conferred by the Chief
Executive Officer.
SECTION 12. The General Counsel shall perform such duties respecting
legal matters as shall be assigned to him by the Chief Executive Officer, and
shall perform such other duties as may be prescribed or conferred by the Chief
Executive Officer.
SECTION 13. The Vice President-Taxes shall, under the control of the
Executive Vice President-Finance, have charge of all aspects of Federal,
foreign, state and local taxes, and shall perform such other duties as may be
assigned by the Executive Vice President-Finance.
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SECTION 14. The other Vice Presidents elected from time to time shall
perform such duties and possess such powers as may be prescribed or conferred
by the Board of Directors or the Chief Executive Officer.
SECTION 15. Except as otherwise provided herein or directed by the
Board of Directors, the Controller shall have immediate charge of the general
books, accounts and statistics of the Company and shall be the custodian of all
vouchers, drafts, invoices and other evidences of payment and all bonds,
interest coupons and other evidences of indebtedness which shall have been
cancelled. He is authorized to approve for payment by the Treasurer vouchers,
payrolls, drafts or other accounts. He shall be furnished by the Assistant
Controllers of the Company periodically or specially as requested by him with
the approval of and in form prescribed by the Executive Vice President-Finance,
statements of operating revenues and expenses and estimates thereof and of
expenditures and estimates on all other accounts; and copies of all statistical
data that may be compiled in regular course and also all other information in
reference to the financial affairs and operations of the Company and of any
subsidiary company that may be required by the Executive Vice President-Finance
or the Board of Directors. He shall submit for each regular meeting of the
Board of Directors, and, at such other times as may be required by said Board
or the Executive Vice President-Finance, statements of operating results, of
cash resources and requirements and of appropriations for Capital Expenditures,
and shall perform such other duties as the Executive Vice President-Finance may
from time to time direct.
The Assistant Controllers shall exercise such of the powers and perform
such of the duties of the Controller with respect to accounting and approving
or authorizing payments as shall be as-signed to them by the Controller.
SECTION 16. The Secretary shall attend all meetings of the
stockholders, the Board of Directors and the Executive Committee, and keep a
record of all their proceedings. He shall procure and keep in his files
certified copies of the minutes of all meetings of the stockholders, boards of
directors and executive committees of all companies a majority of whose capital
stock is owned by this Company. He shall be the custodian of the seal of the
Company. He shall have power to affix the seal of the Company to instruments,
the execution of which is authorized by these By-Laws or by action of the Board
of Directors or Executive Committee, and to attest the same. He shall have
supervision of the issuance, transfer and registration of the capital stock and
debt securities of the Company. He shall perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive Officer.
The Assistant Secretaries shall have power to affix the seal of the
Company to instruments, the execution of which is authorized by these By-Laws
or by action of the Board of Directors or Executive Committee, and to attest
the same, and shall exercise such of the other powers and perform such of the
other duties of the Secretary as shall be assigned to them by the Secretary.
SECTION 17. Except as otherwise provided herein or directed by the
Board of Directors, the Treasurer shall be the custodian of all moneys, stocks,
bonds, notes and other securities of the Company. He is authorized to receive
and receipt for stocks, bonds, notes and other securities belonging to the
Company or which are received for its account. All stocks, bonds, notes and
other securities in the custody of the Treasurer shall be held in the safe
deposit vaults of the Company subject to access thereto as shall from time to
time be ordered by the Board of Directors. Stocks, bonds, notes and other
securities shall be deposited in the safe deposit vaults, or withdrawn from
them, only on warrants signed and countersigned by such persons as shall be
authorized by the Board of Directors or the Chief Executive Officer. The
Treasurer is authorized and empowered to receive and collect all moneys due to
the Company and to receipt therefor. All moneys received by the Treasurer
shall be deposited to the credit of the Company in such depositories as shall
be designated by the Board of Directors or the Chief Executive Officer; and the
Treasurer may endorse for deposit therein all checks, drafts, or vouchers drawn
to the order of the Company or payable to it. He is also authorized to
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draw checks against any funds to the credit of the Company in any of its
depositories. All such checks shall be signed and countersigned by such
persons as shall be authorized by the Board of Directors except that, if so
provided by the Board of Directors, checks in payment of bond coupons may be
without countersignature, and checks in payment of dividends on stock and
interest on registered bonds may be signed with the facsimile signature of the
Treasurer and may be countersigned with the facsimile countersignature of the
Controller. The Treasurer is authorized to make disbursements in settlement of
vouchers, payrolls, drafts or other accounts, when approved for payment by the
Controller, or such other person as shall be authorized by the Board of
Directors or the Chief Executive Officer; for payments which have been
otherwise ordered or provided for by the Board of Directors or the Chief
Executive Officer; for interest on bonds and dividends on stock when due and
payable; for vouchers, pay checks, drafts and other accounts properly certified
to by the duly authorized officers of the Company; and for vouchers, pay
checks, drafts and other accounts approved by the officers duly authorized to
approve for payment of any company which this Company controls through
ownership of stock or otherwise, as may be designated in writing from time to
time by the Chief Executive Officer to the Treasurer. He shall cause to be
kept in his office true and full accounts of all receipts and disbursements of
his office. He shall also perform such other duties as shall be assigned to
him by the Executive Vice President-Finance.
The Assistant Treasurers may exercise all powers of the Treasurer
herein conferred in respect of the receipt of moneys and securities,
endorsement for deposit and signature of checks.
SECTION 18. The Associate General Counsels and Assistant General
Counsels shall perform such duties respecting legal matters as shall be
assigned to them by the General Counsel.
SECTION 19. The General Tax Counsels shall be responsible for all
tax-related legal advice (including federal tax planning and research,
litigation and legislation; tax aspects of strategic, operational and financing
transactions; and ERISA/Benefits tax matters), and shall perform such other
duties as shall be assigned to them by the Vice President-Taxes.
SECTION 20. The Associate General Tax Counsels shall perform such
duties as shall be assigned to them by the Vice President-Taxes or the General
Tax Counsels.
ARTICLE V
SUPERVISION, REMOVAL AND SALARIES OF
OFFICERS AND EMPLOYEES
SECTION 1. Any officer or committee elected or appointed by the Board
of Directors may be removed as such at any time by the affirmative vote of a
majority of the whole Board. Any other officer or employee of the Company may
be removed at any time by vote of the Board of Directors or of the Executive
Committee. All officers, agents and employees other than those appointed by
the Board of Directors or Executive Committee may be removed by the officer
appointing them.
SECTION 2. All officers, agents and employees of the Company, in the
exercise of the powers conferred and the performance of the duties imposed upon
them, by these By-Laws or otherwise, shall at all times be subject to the
direction, supervision and control of the Board of Directors or the Executive
Committee.
SECTION 3. No office or position shall be created and no person shall
be employed at a salary of more than $200,000 per annum, and no salary shall be
increased to an amount in excess of $200,000 per annum, without the
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approval of the Board of Directors or Executive Committee, nor shall special
compensation be paid to any officer or employee, unless authorized by the Board
of Directors or Executive Committee; provided, however, that this section shall
be applicable only to salaried positions.
SECTION 4. The Board of Directors may from time to time vest general
authority in the Chairman of the Board, the Chief Executive Officer, the
President, or the Head of any department or office of the Company, or any such
other officer of the Company as any of the foregoing shall designate, for the
sole determination of disposition of any matter which otherwise should be
required to be considered by the Board of Directors or the Executive Committee
under the provisions of this Article.
ARTICLE VI
CONTRACTS AND EXPENDITURES
SECTION 1. All capital expenditures, exploration and development
programs, leases and property dispositions must be authorized by the Board of
Directors or Executive Committee, except that general or specific authority
with regard to such matters may be delegated to such officers of the Company as
the Board of Directors may from to time direct.
SECTION 2. Expenditures chargeable to operating expenses may be made
by or under the direction of the Head of the department or office of the
Company in which they are required, without explicit or further authority from
the Board of Directors or Executive Committee, subject to direction,
restriction or prohibition by the Chief Executive Officer.
SECTION 3. No contract shall be made without the approval of the Board
of Directors or Executive Committee, except as authorized by the Board of
Directors or these By-Laws.
SECTION 4. Contracts for work, labor and services and materials and
supplies, the expenditures for which will be chargeable to operating expenses,
may be made in the name and on behalf of the Company by the Head of the
department or office of the Company concerned, or by such officer as he shall
designate, without further authority.
SECTION. 5. All written contracts and agreements to which the Company
may become a party shall be approved as to form by or under the direction of
counsel for the Company.
SECTION 6. The Chief Executive Officer, the Chairman of the Board, the
President, the Heads of the departments and offices of the Company and the Vice
Presidents shall severally have the power to execute on behalf of the Company
any deed, bond, indenture, certificate, note, contract or other instrument
authorized or approved by the Board of Directors or the Executive Committee,
and to cause the corporate seal to be thereto affixed and attested by the
Secretary or an Assistant Secretary.
SECTION 7. The Board of Directors may from time to time vest general
or specific authority in such officers of the Company as the Board of Directors
shall designate for the sole determination of disposition of any matter which
otherwise would be required to be considered by the Board of Directors or the
Executive Committee under the provisions of this Article.
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ARTICLE VII
EXECUTION AND CANCELLATION OF BONDS
SECTION 1. No negotiable or mortgage bond shall be signed by any
officer of the Company until an issue of the same has been authorized by the
Board of Directors, and then only for the amount authorized.
SECTION 2. All such bonds shall require the authentication of a
trustee, and shall, until otherwise provided by the Board of Directors, be
signed by the Chief Executive Officer or the President or a Vice President, and
by the Secretary or an Assistant Secretary thereunto authorized by resolution
of the Board of Directors or of the Executive Committee.
SECTION 3. For the purpose of facilitating the execution of bonds of
the Company, the Board of Directors or the Executive Committee may appoint one
or more persons, who need not be members of the Board of Directors, each
bearing the title "Vice President" and having power to sign bonds.
SECTION 4. No bond shall be cancelled or destroyed, except in
accordance with the provisions of the indenture under which it is issued, or by
order of the Board of Directors or Executive Committee.
ARTICLE VIII
ISSUE AND CANCELLATION OF STOCK CERTIFICATES
SECTION 1. The Board of Directors shall provide for the issue,
transfer, and registration of the capital stock of the Company in the City and
State of New York, and in any other locality which it may designate, and shall
appoint the necessary officers, transfer agents, and registrars of transfers
for that purpose.
SECTION 2. Until otherwise provided by the Board of Directors, stock
certificates shall be signed by the Chief Executive Officer or the President or
a Vice President, and also by the Secretary or an Assistant Secretary thereunto
authorized by the Board of Directors or by the Executive Committee.
SECTION 3. For the purpose of facilitating the execution of stock
certificates of the Company, the Board of Directors or the Executive Committee
may appoint one or more persons who need not be members of the Board of
Directors, each bearing the title "Vice President" and having power to sign
stock certificates.
SECTION 4. Unless authorized by the Board of Directors or Executive
Committee, no new certificate shall be issued to a transferee except upon
surrender and cancellation of the old certificate.
SECTION 5. The registrar of transfers shall in every case be a trust
company to be appointed by the Board of Directors, in accordance with the
requirements of the New York Stock Exchange, and such registration shall be
performed in accordance with the rules and regulations of said Exchange.
ARTICLE IX
FINAL
SECTION 1. The Company shall indemnify to the full extent permitted by
law any person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person is or was a director, officer or employee of the
Company or serves or served at the request of the Company any other enterprise
as a director, officer or employee. For purposes of this By-Law, the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; and service "at the request of the Company"
shall include service as a director, officer or employee of the Company which
imposes duties on, or involves services by, such director,
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officer or employee with respect to an employee benefit plan, its participants
or beneficiaries. This Section 1 shall not apply to any action, suit or
proceeding pending or threatened on the date of adoption hereof provided that
the right of the Company to indemnify any person with respect thereto shall not
be limited hereby.
SECTION 2. Any indemnification under Section 1 of this Article (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because such person has met
the applicable standard of conduct required by law. Such determination shall
be made (i) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (ii)
if such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
SECTION 3. The indemnification provided by Section 1 of this Article
shall not be deemed exclusive of any other rights to which any person seeking
indemnification may be entitled under any law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any amendment or repeal of Section 1 or
Section 2 of this ARTICLE IX or this Section 3 shall not limit the right of any
person to indemnity with respect to actions taken or omitted to be taken by
such person prior to such amendment or repeal.
SECTION 4. The Common corporate seal is, and, until otherwise ordered
by the Board of Directors, shall be, an impression upon paper or wax, circular
in form, with the words "Union Pacific Corporation" on the outer edge thereof,
and the words and figures "Corporate Seal", "1969", "Utah" in the center
thereof.
SECTION 5. Except as otherwise provided by Utah Law, these By-Laws may
be altered, amended or repealed at a general meeting of the stockholders by a
majority vote of those present in person or by proxy or at any meeting of the
Board of Directors by a majority vote of all the members of the Board.
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