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. Electronic Transmission of Notice. Without
limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders given by the corporation, under any
provision of the Virginia Stock Corporation Act, the articles of incorporation
or these bylaws, shall be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given.
Any such consent shall be revocable by the stockholder by written notice to the
corporation. Any such consent shall be deemed revoked if (i) the
corporation is unable to deliver by electronic transmission two consecutive
notices given by the corporation in accordance with such consent and (ii) such
inability becomes known to the secretary of the corporation or any assistant
secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice; provided, however, the inadvertent
failure to treat such inability as a revocation shall not invalidate any
meeting or other action. Notice given pursuant to this Section shall be
deemed given: (1) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice; (2) if by
electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (3) if by a posting on an
electronic network together with separate notice to the stockholder of such
specific posting when such notice is directed to the record address of the
stockholder or to such other address at which the stockholder has consented to
receive notice, upon the later of such posting or the giving of such separate
notice; and (4) if by any other form of electronic transmission, when consented
to by the stockholder.
SECTION 7. Conduct of Meetings. The chief executive officer,
or any officer or director he may designate, shall preside over all meetings of
the stockholders as chairman. The chairman shall be authorized to declare
whether any business is properly brought before a meeting, and, if he or she
shall declare that it is not so brought, such business shall not be
transacted. The chairman of the meeting, at his or her discretion, 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 have the right and authority
to prescribe such rules, regulations and procedures and to do all such acts and
things as are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the maintenance of order and safety, limitation
on the time allotted to questions or comments on the affairs of the
corporation, restrictions on entry to such meeting after the time prescribed
for the commencement thereof and the opening and closing of the voting polls. 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 8. Electronic Authorization. A stockholder or a
stockholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him or her as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, internet transmission, telephone
transmission or other means of electronic transmission to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be
the holder of the proxy to receive such transmission, provided that any such
transmission must either set forth or be submitted with information from which
the inspectors of election can determine that the transmission was authorized
by the stockholder or the stockholder's duly authorized attorney-in-fact.
If it is determined that any such transmission is valid, the inspectors shall
specify the information upon which they relied. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this Section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
SECTION 9. Notice of Business Other Than Nominations for Director.
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 9 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 secretary of the corporation, (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. Clause (c) of this
Section 9, Article I, shall be the exclusive means for a stockholder to submit
business (other than matters properly brought under Rule 14a-8 under the
Securities Exchange Act of 1934, as amended and included in the corporation's
notice of meeting) before an annual or special meeting. 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) (A) the class or series and number of shares of the capital
stock of the corporation which are, directly or indirectly, owned beneficially
and/or of record by such stockholder and any Stockholder Affiliate (as defined
below) and (B) any derivative positions with respect to the corporation's
securities held or beneficially held by the proposing stockholder and any
Stockholder Affiliate and whether and to the extent to which the proposing
stockholder or Stockholder Affiliate is, or within the preceding twelve months
was, a party to or participant in any hedging or other transaction or series of
transactions has been entered into by or on behalf of such stockholder or any
Stockholder Affiliate with respect to the corporation's securities, (iv) a
representation as to the existence and nature of any agreement or understanding
between the proposing stockholder and any Stockholder Affiliate (including the
identity(ies) of any Stockholder Affiliate) in connection with bringing the
proposal, and (v) a representation as to any material interest of the proposing
stockholder and any Stockholder Affiliate in the subject matter of the
proposal. The requirements of this Section 9 are in addition to any other
applicable requirements. Notwithstanding the foregoing provisions of this
Section 9, if the stockholder (or a designated representative of the
stockholder) does not appear at the annual or special meeting of stockholders
of the corporation to present the proposed business, such proposed business
shall not be transacted, notwithstanding that proxies in respect of such vote
may have been received by the corporation.
"Stockholder Affiliate" of any stockholder means (x) any person
directly or indirectly controlling or controlled by, or under common control or
acting in concert with, such stockholder, (y) any beneficial owner of shares of
stock of the corporation owned of record or beneficially by the stockholder and
(z) any person directly or indirectly controlling or controlled by, or under
common control or acting in concert with such Stockholder Affiliate.
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 thirteen, and the
directors 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. Manner of Election. Except as provided in Section
4 of this Article II, each director shall be elected by a majority of votes
cast with respect to the director nominee at any meeting for the election of
directors at which a quorum is present; provided that if, as of the
expiration of the time when a stockholder may give notice of a nomination of a
director pursuant to Section 7 of this Article II, the number of director
nominees exceeds the number of directors to be elected, one or more of whom are
properly proposed by stockholders, the directors shall be elected by a
plurality of the votes properly cast in such election.
If an incumbent director is not reelected, the director shall offer his or her
resignation promptly to the Board of Directors. Within 90 days following
certification of the election results, the Board of Directors shall act on the
offered resignation. In determining whether to accept the offered resignation,
the Board of Directors shall consider any recommendation of the Governance and
Nominating Committee, the factors considered by that committee and any
additional information and factors that the Board of Directors believes to be
relevant. Any director who tenders his or her resignation pursuant to
this provision shall not participate in the Governance and Nominating Committee
recommendation or Board of Directors' action regarding whether to accept the
offered resignation.
SECTION 3. 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 4. 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 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 5. 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 lead director, if one has been appointed by the
board of directors, 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 by
delivering such notice to him at his residence or business address or by
telephoning or electronically transmitting it to him as set forth in this
Section at least one day before the meeting. Notice may be given by a
form of electronic transmission consented to by the director to whom the notice
is given. Any such consent shall be revocable by the director by written
notice to the corporation. Notice given pursuant to this Section shall be
deemed given: (1) if by facsimile telecommunication, when directed to a
number at which the director has consented to receive notice; (2) if by
electronic mail, when directed to an electronic mail address at which the
director has consented to receive notice; (3) if by a posting on an electronic
network together with separate notice to the director of such specific posting
when such notice is directed to the record address of the director or to such
other address at which the director has consented to receive notice, upon the
later of such posting or the giving of such separate notice; and (4) if by any
other form of electronic transmission, when consented to by the director.
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 of
directors. The lead director, if one has been appointed by the board of
directors, shall preside over meetings of the outside directors.
SECTION 6. 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 7. 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 secretary of
the corporation, 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; clause (b) of this Section 6, Article II, shall be the
exclusive means for a stockholder to make nominations, and any candidate
proposed by a stockholder not nominated in accordance with clause (b) and the
other provisions of this Section 6 shall not be considered or acted upon for
election to the board at such meeting of stockholders. The written notice
given to the corporation shall include all the information about each 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 also include (i) the name and address of the
nominating stockholder, (ii) (A) the class or series and number of shares of
the capital stock of the corporation which are, directly or indirectly, owned
beneficially and/or of record by such stockholder and any Stockholder Affiliate
and (B) any derivative positions with respect to the corporation's securities
held or beneficially held by the nominating stockholder and any Stockholder
Affiliate and whether and to the extent to which any hedging or other
transaction or series of transactions has been entered into by or on behalf of
such stockholder or any Stockholder Affiliate with respect to the corporation's
securities, and (iii) a representation as to the existence and nature of any
agreement or understanding between the nominating stockholder and any
Stockholder Affiliate (including the identity(ies) of any Stockholder
Affiliate) in connection with the nomination of the candidate(s). 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. Notwithstanding
the foregoing provisions of this Section 6, if the stockholder (or a designated
representative of the stockholder) does not appear at the annual or special
meeting of stockholders of the corporation to present a nomination, such
nomination shall be disregarded, notwithstanding that proxies in respect of
such vote may been received by the corporation.
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, provided that stock of the corporation may be held in uncertificated
form.
The holding and all transfers of stock of the corporation held in
uncertificated form shall be effected through a direct registration system
operated by a securities depository (as defined in Section 501.01 of the New
York Stock Exchange Listed Company Manual). Within a reasonable amount of
time after the issuance or transfer of uncertificated shares, the corporation
shall send, or cause to be sent, to the registered holder thereof a written
notice that includes the information required by subsections B and C of Section
13.1-647 of the Virginia Stock Corporation Act.
All transfers of stock of the corporation held in certificated form 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.
All transfers of stock of the corporation held in uncertificated form shall be
made upon proper instructions from the holder thereof.
In case of the loss, mutilation or destruction of a certificate of stock, a
duplicate certificate or uncertificated shares in the place of the previously
issued 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.
ARTICLE X
Control Share Acquisitions
Article 14.1 of the Virginia Stock Corporation Act ("Control Share
Acquisitions") shall not apply to acquisitions of shares of stock of the
corporation.
