{"id":41434,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-burlington-northern-santa-fe-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-burlington-northern-santa-fe-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-burlington-northern-santa-fe-corp.html","title":{"rendered":"By-Laws &#8211; Burlington Northern Santa Fe Corp."},"content":{"rendered":"<pre>                                                     As Amended December 7, 2000\n\n\n\n                                    BY-LAWS\n                                      OF\n                   BURLINGTON NORTHERN SANTA FE CORPORATION\n\n \n                                    BY-LAWS\n                                       OF\n                    BURLINGTON NORTHERN SANTA FE CORPORATION\n\n                               TABLE OF CONTENTS\n\nARTICLE I. \n\nOFFICES.....................................................................   1\n     SECTION 1. Registered Office and Agent.................................   1\n     SECTION 2. Other Offices...............................................   1\n \nARTICLE II.\n \nMEETINGS OF STOCKHOLDERS....................................................   1\n     SECTION 1. Annual Meetings.............................................   1\n     SECTION 2. Special Meetings............................................   1\n     SECTION 3. Place of Meetings...........................................   1\n     SECTION 4. Notice of Meetings..........................................   1\n     SECTION 5. Quorum......................................................   2\n     SECTION 6. Organization................................................   2\n     SECTION 7. Voting......................................................   2\n     SECTION 8. Inspectors..................................................   2\n     SECTION 9. List of Stockholders........................................   2\n     SECTION 10. Business at Meetings of Stockholders.......................   3\n     SECTION 11. No Stockholder Action by Consent...........................   3\n \nARTICLE III.\n \nBOARD OF DIRECTORS..........................................................   4\n     SECTION 1. Number, Qualification and Term of Office....................   4\n     SECTION 2. Vacancies...................................................   4\n     SECTION 3. Resignations................................................   4\n     SECTION 4. Removals....................................................   4\n     SECTION 5. Place of Meetings; Books and Records........................   4\n     SECTION 6. Annual Meeting of the Board.................................   4\n     SECTION 7. Regular Meetings............................................   4\n     SECTION 8. Special Meetings............................................   5\n     SECTION 9. Quorum and Manner of Acting.................................   5\n     SECTION 10. Chairman of the Board......................................   5\n     SECTION 11. Organization...............................................   5\n     SECTION 12. Consent of Directors in Lieu of Meeting....................   5\n     SECTION 13. Telephonic Meetings........................................   5\n     SECTION 14. Compensation...............................................   5\n \nARTICLE IV.\n \nCOMMITTEES OF THE BOARD OF DIRECTORS........................................   6\n     SECTION 1. Executive Committee.........................................   6\n     SECTION 2. Audit Committee.............................................   6\n     SECTION 3. Compensation Committee......................................   6\n     SECTION 4.  Directors and Corporate Governance Committee...............   7\n     SECTION 5. Committee Chairman, Books and Records.......................   7\n     SECTION 6. Alternates..................................................   7\n     SECTION 7. Other Committees............................................   7\n     SECTION 8. Quorum and Manner of Acting.................................   7\n\n \nARTICLE V.\n \nOFFICERS....................................................................   8\n     SECTION 1. Number......................................................   8\n     SECTION 2. Election, Term of Office and Qualifications.................   8\n     SECTION 3. Resignations................................................   8\n     SECTION 4. Removals....................................................   8\n     SECTION 5. Vacancies...................................................   8\n     SECTION 6. Compensation of Officers....................................   8\n     SECTION 7  President and Chief Executive Officer.......................   8\n     SECTION 8. Vice President and Chief Financial Officer..................   8\n     SECTION 9. Vice President-Law..........................................   9\n     SECTION 10. Secretary..................................................   9\n     SECTION 11. Treasurer..................................................   9\n     SECTION 12. Absence or Disability of Officers..........................   9\n \nARTICLE VI.\n \nSTOCK CERTIFICATES AND TRANSFER THEREOF.....................................   9\n     SECTION 1. Stock Certificates..........................................   9\n     SECTION 2. Transfer of Stock...........................................   9\n     SECTION 3. Transfer Agent and Registrar................................  10\n     SECTION 4. Additional Regulations......................................  10\n     SECTION 5. Lost, Destroyed or Mutilated Certificates...................  10\n     SECTION 6. Record Date.................................................  10\n \nARTICLE VII.\n \nDIVIDENDS, SURPLUS, ETC.....................................................  10\n \nARTICLE VIII.\n \nSEAL........................................................................  10\n \nARTICLE IX.\n \nFISCAL YEAR.................................................................  11\n \nARTICLE X.\n \nINDEMNIFICATION.............................................................  11\n     SECTION 1. Right to Indemnification....................................  11\n     SECTION 2. Right of Indemnitee to Bring Suit...........................  11\n     SECTION 3. Nonexclusivity of Rights....................................  11\n     SECTION 4. Insurance, Contracts and Funding............................  12\n     SECTION 5. Definition of Director and Officer..........................  12\n     SECTION 6. Indemnification of Employees and Agents of the Corporation..  12\n \nARTICLE XI.\n \nCHECKS, DRAFTS, BANK ACCOUNTS, ETC..........................................  12\n     SECTION 1. Checks, Drafts, Etc.; Loans.................................  12\n     SECTION 2. Deposits....................................................  12\n \nARTICLE XII.\n \nNOMINATIONS OF DIRECTOR CANDIDATES..........................................  12\n     SECTION 1. General.....................................................  12\n     SECTION 2. Nominations by Board of Directors...........................  12\n     SECTION 3. Nominations by Stockholders.................................  13\n\n \n     SECTION 4. Substitute Nominees.........................................  13\n     SECTION 5. Void Nominations............................................  13\n\nARTICLE XIII.\n \nAMENDMENTS..................................................................  13\n \n\n \n                                    BY-LAWS\n                                       OF\n                    BURLINGTON NORTHERN SANTA FE CORPORATION\n\n\n                                   ARTICLE I.\n\n                                    OFFICES\n\n     SECTION 1. Registered Office and Agent.\n\n     The registered office of the corporation is located at 1209 Orange Street\nin the City of Wilmington, County of New Castle, State of Delaware 19801, and\nthe name of its registered agent at such address is The Corporation Trust\nCompany.\n\n     SECTION 2. Other Offices.\n\n     The corporation may have offices at such other places both within and\nwithout the State of Delaware as the Board of Directors may from time to time\ndetermine or the business of the corporation may require.\n\n                                  ARTICLE II.\n\n                            MEETINGS OF STOCKHOLDERS\n\n     SECTION 1. Annual Meetings.\n\n     A meeting of the stockholders for the purpose of electing directors and for\nthe transaction of such other business as may properly be brought before the\nmeeting shall be held annually at 10 A.M. on the third Thursday of April, or at\nsuch other time on such other day as shall be fixed by resolution of the Board\nof Directors.  If the day fixed for the annual meeting shall be a legal holiday,\nsuch meeting shall be held on the next succeeding business day.\n\n     SECTION 2. Special Meetings.\n\n     Special meetings of the stockholders for any purpose or purposes may be\ncalled at any time by a majority of the Board of Directors, by the Chairman of\nthe Board, or by the President and shall be called by the Secretary at the\nrequest of the holders of not less than fifty-one percent of all issued and\noutstanding shares of the corporation entitled to vote at the meeting.\n\n     SECTION 3. Place of Meetings.\n\n     The annual meeting of the stockholders of the corporation shall be held at\nthe general offices of the corporation in the City of Fort Worth, State of\nTexas, or at such other place in the United States as may be stated in the\nnotice of the meeting.  All other meetings of the stockholders shall be held at\nsuch places within or without the State of Delaware as shall be stated in the\nnotice of the meeting.\n\n     SECTION 4. Notice of Meetings.\n\n     Except as otherwise provided by  law, written notice of each meeting of the\nstockholders, whether annual or special, shall be given not less than ten nor\nmore than sixty days before the date of the meeting to each stockholder entitled\nto vote at such meeting.  If mailed, notice shall be given when deposited in the\nUnited States mails, postage prepaid, directed to such stockholder at his\naddress as it appears in the stock ledger of the corporation.  Each such notice\nshall state the place, date and hour of the meeting, and, in the case of a\nspecial meeting, the purpose or purposes for which the meeting is called.\n\n     When a meeting is adjourned to another time and place, notice of the\nadjourned meeting need not be given if the time and place thereof are announced\nat the meeting at which the adjournment is given.  If the adjournment is for\nmore than thirty days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting.\n\n                                       1\n\n \n     SECTION 5. Quorum.\n\n     At any meeting of the stockholders the holders of record of a majority of\nthe total number of outstanding shares of stock of the corporation entitled to\nvote at the meeting, present in person or represented by proxy, shall constitute\na quorum for all purposes, provided that at any meeting at which the holders of\nany series of class of stock shall be entitled, voting as a class, to elect\nDirectors, the holders of record of a majority of the total number of\noutstanding shares of such series or class, present in person or represented by\nproxy, shall constitute a quorum for the purpose of such election.\n\n     In the absence of a quorum at any meeting, the holders of a majority of the\nshares of stock entitled to vote at the meeting, present in person or\nrepresented by proxy at the meeting, may adjourn the meeting, from time to time,\nuntil the holders of the number of shares requisite to constitute a quorum shall\nbe present in person or represented at the meeting.  At any adjourned meeting at\nwhich a quorum is present, any business may be transacted that might have been\ntransacted at the meeting as originally convened.\n\n     SECTION 6. Organization.\n\n     At each meeting of the stockholders, the Chairman of the Board, or if he so\ndesignates or is absent, the President, shall act as Chairman of the meeting.\nIn the absence of both the Chairman of the Board and the President, such person\nas shall have been designated by the Board of Directors, or in the absence of\nsuch designation a person elected by the holders of a majority in number of\nshares of stock present in person or represented by proxy and entitled to vote\nat the meeting, shall act as Chairman of the meeting.\n\n     The Secretary or, in his absence, an Assistant Secretary or, in the absence\nof the Secretary and all of the Assistant Secretaries, any person appointed by\nthe Chairman of the meeting shall act as Secretary of the meeting.\n\n     SECTION 7. Voting.\n\n     Unless otherwise provided in the Certificate of Incorporation or a\nresolution of the Board of Directors creating a series of stock, at each meeting\nof the stockholders, each holder of shares of any series or class of stock\nentitled to vote at such meeting shall be entitled to one vote for each share of\nstock having voting power in respect of each matter upon which a vote is to be\ntaken, standing in his name on the stock ledger of the corporation on the record\ndate fixed as provided in these By-Laws for determining the stockholders\nentitled to vote at such meeting or, if no record date be fixed, at the close of\nbusiness on the day next preceding the day on which notice of the meeting is\ngiven.  Shares of its own capital stock belonging to the corporation, or to\nanother corporation if a majority of the shares entitled to vote in the election\nof directors of such other corporation is held by the corporation, shall neither\nbe entitled to vote nor counted for quorum purposes.\n\n     At all meetings of stockholders for the  election of Directors the voting\nshall be by ballot, and the persons having the greatest number of votes shall be\ndeemed and declared elected.    All other elections and questions submitted to a\nvote of the stockholders shall, unless otherwise provided by law or the\nCertificate of Incorporation, be decided by the affirmative vote of the majority\nof shares which are present in person or represented by proxy at the meeting and\nentitled to vote on the subject matter.\n\n     SECTION 8. Inspectors.\n\n     Prior to each meeting of stockholders, the Board of Directors shall appoint\ntwo Inspectors who are not directors, candidates for directors or officers of\nthe corporation, who shall receive and determine the validity of proxies and the\nqualifications of voters, and receive, inspect, count and report to the meeting\nin writing the votes cast on all matters submitted to a vote at such meeting.\nIn case of failure of the Board of Directors to make such appointments or in\ncase of failure of any Inspector so appointed to act, the Chairman of the Board\nshall make such appointment or fill such vacancies.\n\n     Each Inspector, immediately before entering upon his duties, shall\nsubscribe to an oath or affirmation faithfully to execute the duties of\nInspector at such meeting with strict impartiality and according to the best of\nhis ability.\n\n     SECTION 9. List of Stockholders.\n\n     The Secretary or other officer or agent having charge of the stock ledger\nof the corporation shall prepare and make, at least ten days before every\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nsaid meeting, arranged in alphabetical order and showing the address of each\nstockholder and the number of shares of each class and series registered in the\nname of each such stockholder.  Such list shall be open to the examination of\nany \n\n                                       2\n\n \nstockholder, for any purpose germane to the meeting, during ordinary business\nhours, for a period of at least ten days prior to the meeting, either at a place\nwithin the city where the meeting is to be held, which place shall be specified\nin the notice of the meeting or, if not so specified, at the place where the\nmeeting is to be held. Such list shall also be produced and kept at the time and\nplace of the meeting during the whole time thereof and may be inspected by any\nstockholder who is present. The stock ledger shall be the only evidence as to\nwho are the stockholders entitled to examine the stock ledger, the list required\nby this Section, or the books of the corporation, or to vote in person or by\nproxy at any such meeting.\n\n     SECTION 10. Business at Meetings of Stockholders.\n\n   (a)  General.  The business to be conducted at any meeting of stockholders of\nthe corporation shall be limited to such business and nominations as shall\ncomply with the procedures set forth in this Article and Article XII of these \nBy-laws.\n\n   (b)  Notification of Stockholder Business.  At any special meeting of\nstockholders only such business shall be conducted as shall have been brought\nbefore the meeting pursuant to the corporation's notice of special meeting. At\nan annual meeting of stockholders, only such business shall be conducted as\nshall have been properly brought before the meeting. To be properly brought\nbefore an annual meeting, business must be either (i) specified in the notice of\nmeeting (or any supplement thereto) given by or at the direction of the Board of\nDirectors, including matters included pursuant to Rule 14a-8 of the Securities\nand Exchange Commission, (ii) otherwise (a) properly requested to be brought\nbefore the meeting by a stockholder of record entitled to vote in the elections\nof directors generally, and (b) constitute a proper subject to be brought before\nthe meeting. In addition to any other applicable requirements, for business\n(other than the election of directors) to be otherwise properly brought before\nan annual meeting by a stockholder, the business must be a proper matter for\nstockholder action and the stockholder must have given timely notice thereof in\nwriting to the Secretary of the corporation. To be timely, a stockholder's\nnotice must be addressed to and received at the principal executive offices of\nthe Corporation, not more than 150 days and not less than 120 days prior to the\nfirst anniversary of the preceding year's annual meeting; provided, however,\nthat in the event that the date of the meeting is more than 30 days before or\nafter such anniversary date, notice by the stockholder to be timely must be so\nreceived not later than the close of business on the 15th day following the day\non which notice of the date of the annual meeting was mailed or public\ndisclosure was made, whichever first occurs. A stockholder's notice to the\nSecretary shall set forth as to each matter (other than the election of\ndirectors) the stockholder proposes to bring before the annual meeting (i) a\nbrief description of the business desired to be brought before the annual\nmeeting and the reasons for conducting such business at the annual meeting, (ii)\nthe name and record address of the stockholder proposing such business and of\neach beneficial owner on behalf of which the stockholder is acting, (iii) the\nclass and number of shares of the corporation which are beneficially owned by\nthe stockholder and by any such beneficial owner, (iv) a representation that the\nstockholder is a holder of record of capital stock of the corporation entitled\nto vote at such meeting and intends to appear in person or by proxy at the\nmeeting to present such business, (v) any material interest of the stockholder\nand of any such beneficial owner in such business; and (vi) whether the\nproponent intends or is part of a group which intends to solicit proxies from\nother stockholders in support of such proposal.\n\n          Notwithstanding anything in these By-Laws to the contrary, no business\nshall be conducted at an annual meeting except in accordance with the procedures\nset forth in this Section 10 of Article II, provided, however, that nothing in\nthis Section 10 of Article II shall be deemed to preclude discussion by any\nstockholder of any business properly brought before the annual meeting.\n\n          The Chairman of an annual or special meeting shall have the power and\nduty to determine and shall, if the facts warrant, determine and declare to the\nmeeting that business was not properly brought before the meeting in accordance\nwith the provisions of this Section 10 of Article II, and if he should so\ndetermine, he shall so declare to the meeting and any such business not properly\nbrought before the meeting shall not be transacted.\n\n     SECTION 11. No Stockholder Action by Consent.  \n\n          Any action by stockholders of the corporation shall be taken at a\nmeeting of stockholders and no action may be taken by written consent of\nstockholders entitled to vote upon such action.\n\n                                       3\n\n \n                                  ARTICLE III.\n\n                               BOARD OF DIRECTORS\n\n     SECTION 1. Number, Qualification and Term of Office.\n\n     The business, property and affairs of the corporation shall be managed by a\nBoard consisting of not less than three or more than twenty-one Directors.  The\nBoard of Directors shall from time to time by a vote of a majority of the\nDirectors then in office fix within the maximum and minimum limits the number of\nDirectors to constitute the Board.  At each annual meeting of stockholders a\nBoard of Directors shall be elected by the stockholders for a term of one year.\nEach Director shall serve until his successor is elected and shall qualify.\n\n     SECTION 2. Vacancies.\n\n     Vacancies in the Board of Directors and newly created directorships\nresulting from any increase in the authorized number of Directors may be filled\nby a majority of the Directors then in office, although less than a quorum, or\nby a sole remaining Director, at any regular or special meeting of the Board of\nDirectors.\n\n     SECTION 3. Resignations.\n\n     Any Director may resign at any time upon written notice to the Secretary of\nthe corporation.  Such resignation shall take effect on the date of receipt of\nsuch notice or at any later date specified therein; and the acceptance of such\nresignation, unless required by the terms thereof, shall not be necessary to\nmake it effective.  When one or more Directors shall resign effective at a\nfuture date, a majority of the Directors then in office, including those who\nhave resigned, shall have power to fill such vacancy or vacancies to take effect\nwhen such resignation or resignations shall become effective.\n\n     SECTION 4. Removals.\n\n     Any Director may be removed, with cause, at any special meeting of the\nstockholders called for that purpose, by the affirmative vote of the holders of\na majority in number of shares of the corporation entitled to vote for the\nelection of Directors, and the vacancy in the Board caused by any such removal\nmay be filled by the stockholders at such a meeting.\n\n     SECTION 5. Place of Meetings; Books and Records.\n\n     The Board of Directors may hold its meetings, and have an office or\noffices, at such place or places within or without the State of Delaware as the\nBoard from time to time may determine.\n\n     The Board of Directors, subject to the provisions of applicable  law, may\nauthorize the books and records of the corporation, and offices or agencies for\nthe issue, transfer and registration of the capital stock of the corporation, to\nbe kept at such place or places outside of the State of Delaware as, from time\nto time, may be designated by the Board of Directors.\n\n     SECTION 6. Annual Meeting of the Board.\n\n     The first meeting of each newly elected Board of Directors, to be known as\nthe Annual Meeting of the Board, for the purpose of electing officers,\ndesignating committees and the transaction of such other business as may come\nbefore the Board, shall be held as soon as practicable after the adjournment of\nthe annual meeting of stockholders, and no notice of such meeting shall be\nnecessary to the newly elected Directors in order legally to constitute the\nmeeting, provided a quorum shall be present.  In the event such meeting is not\nheld due to the absence of a quorum, the meeting may be held at such time and\nplace as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the Board of Directors or as shall be specified in a written\nwaiver signed by all of the newly elected Directors.\n\n     SECTION 7. Regular Meetings.\n\n     The Board of Directors shall, by resolution, provide for regular meetings\nof the Board at such times and at such places as it deems desirable.  Notice of\nregular meetings need not be given.\n\n                                       4\n\n \n     SECTION 8. Special Meetings.\n\n     Special meetings of the Board of Directors may be called by the Chairman of\nthe Board or the President and shall be called by the Secretary on the written\nrequest of three Directors on such notice as the person or persons calling the\nmeeting shall deem appropriate in the circumstances.  Notice of each such\nspecial meeting shall be mailed to each Director or delivered to him by\ntelephone, telegraph or any other means of electronic communication, in each\ncase addressed to his residence or usual place of business, or delivered to him\nin person or given to him orally.  The notice of meeting shall state the time\nand place of the meeting but need not state the purpose thereof.  Attendance of\na Director at any meeting shall constitute a waiver of notice of such meeting\nexcept when a Director attends a meeting for the express purpose of objecting to\nthe transaction of any business because the meeting was not lawfully called or\nconvened.\n\n     SECTION 9. Quorum and Manner of Acting.\n\n     Except as otherwise provided by statute, the Certificate of Incorporation\nor these By-Laws, the presence of a majority of the total number of Directors\nshall constitute a quorum for the transaction of business at any regular or\nspecial meeting of the Board of Directors, and the act of a majority of the\nDirectors present at any such meeting at which a quorum is present shall be the\nact of the Board of Directors.  In the absence of a quorum, a majority of the\nDirectors present may adjourn the meeting, from time to time, until a quorum is\npresent.  Notice of any such adjourned meeting need not be given.\n\n     SECTION  10. Chairman of the Board.\n\n     A Chairman of the Board shall be elected by the Board of Directors from\namong its members for a prescribed term and may, or may not be, at the\ndiscretion of the Board of Directors, an employee or an officer of the\ncorporation.  If the Chairman is neither an employee nor an officer of the\ncorporation he may be designated \"non-executive.\"  The Chairman of the Board\nshall perform such duties as shall be prescribed by the Board of Directors and,\nwhen present, shall preside at all meetings of the stockholders and the Board of\nDirectors.  In the absence or disability of the Chairman of the Board, the Board\nof Directors shall designate a member of the Board to serve as Chairman of the\nBoard and such designated Board Member shall have the powers and perform the\nduties of the office; provided, however, that if the Chairman of the Board shall\nso designate or shall be absent from a meeting of stockholders, the President\nshall preside at such meeting of stockholders.\n\n     SECTION  11. Organization.\n\n     At every meeting of the Board of Directors, the Chairman of the Board or,\nin his absence the President or, if both of these  individuals are absent, a\nChairman chosen by a majority of the Directors present shall act as Chairman of\nthe meeting.  The Secretary or, in his absence, an Assistant Secretary or, in\nthe absence of the Secretary and all the Assistant Secretaries, any person\nappointed by the Chairman of the meeting shall act as Secretary of the meeting.\n\n     SECTION  12. Consent of Directors in Lieu of Meeting.\n\n     Unless otherwise restricted by the Certificate of Incorporation or by these\nBy-Laws, any action required or permitted to be taken at any meeting of the\nBoard of Directors, or any committee designated by the Board, may be taken\nwithout a meeting if all members of the Board or committee consent thereto in\nwriting, and such written consent is filed with the minutes of the proceedings\nof the Board or committee.\n\n     SECTION  13. Telephonic Meetings.\n\n     Members of the Board of Directors, or any committee designated by the\nBoard, may participate in a meeting of the Board or committee by means of\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other, and participation in\nsuch a meeting shall constitute presence in person at such meeting.\n\n     SECTION  14. Compensation.\n\n     Each Director who is not a full-time salaried officer of the corporation or\nany of its wholly owned subsidiaries, when authorized by resolution of the Board\nof Directors may receive as a Director a stated salary or an annual retainer and\nin addition may be allowed a fixed fee and his reasonable expenses for\nattendance at each regular or special meeting of the Board or any Committee\nthereof.\n\n                                       5\n\n \n                                  ARTICLE IV.\n\n                      COMMITTEES OF THE BOARD OF DIRECTORS\n\n     SECTION 1. Executive Committee.\n\n     The Board of Directors may, in its discretion, designate annually an\nExecutive Committee consisting of not less than five Directors as it may from\ntime to time determine.  The Committee shall have and may exercise all the\npowers and authority of the Board of Directors in the management of the business\nand affairs of the corporation and may authorize the seal of the corporation to\nbe affixed to all papers which may require it, but the Committee shall have no\npower or authority to amend the Certificate of Incorporation (except that the\nCommittee may, to the extent authorized in the resolution or resolutions\nproviding for the issuance of shares of stock adopted by the Board of Directors,\nfix any of the preferences or rights of such shares relating to dividends,\nredemption, dissolution, any distribution of assets of the corporation or the\nconversion into, or the exchange of such shares for, shares of any other class\nor classes or any other series of the same or any other class or classes of\nstock of the corporation), adopt an agreement of merger or consolidation,\nrecommend to the stockholders the sale, lease or exchange of all or\nsubstantially all of the corporation's property and assets, recommend to the\nstockholders a dissolution of the corporation or a revocation of a dissolution,\namend the ByLaws of the corporation, elect officers or fill vacancies on the\nBoard of Directors or any Committee of the Board, declare a dividend, authorize\nthe issuance of stock, or such other powers as the Board may from time to time\neliminate.\n\n     SECTION 2. Audit Committee.\n\n     The Board of Directors shall designate annually an Audit Committee\nconsisting of not less than three Directors as it may from time to time\ndetermine to assist the Board in fulfilling its responsibilities with respect to\noverseeing the accounting, auditing and financial reporting practices and the\ninternal control policies and procedures of the corporation.  The Board shall\nadopt a charter for the Audit Committee, and the Audit Committee shall review\nand assess the adequacy of the charter on an annual basis.  All members of the\nAudit Committee shall meet the requirements of the charter and of the New York\nStock Exchange and any other relevant regulatory body, as interpreted by the\nBoard in its reasonable business judgment.  The Board shall elect or appoint a\nchairman of the Audit Committee who will have authority to act on behalf of the\ncommittee between meetings.  The Chairman may appoint a temporary Chairman in\nhis or her absence.\n\n     SECTION 3. Compensation Committee.\n\n     The Board of Directors may, in its discretion, designate annually a\nCompensation Committee, consisting of not less than five Directors as it may\nfrom time to time determine.  The Committee shall review, report and make\nrecommendations to the Board of Directors on the following matters:\n\n          (a) The compensation of the Chairman of the Board, the compensation of\n     the President following the Chairman of the Board's recommendation as to\n     the compensation of the President, and the compensation of all senior\n     officers of the corporation and its principal operating subsidiaries\n     reporting directly to the President following an annual review of\n     management's recommendations for such senior officers.  If circumstances\n     involving such senior officers require a salary adjustment between such\n     reviews, a recommendation may be made directly to the Board of Directors by\n     the President without the necessity of a meeting of the Compensation\n     Committee.\n\n          (b) Management recommendations for individual stock options to be\n     granted under existing stock option plans to key executives of the\n     corporation and its subsidiary companies.\n\n          (c) The performance of the trustee of the corporation's pension trust\n     fund and any proposed change in the investment policy of the trustee with\n     respect to such fund.\n\n          (d) Any proposed stock option plans, stock purchase plans, retirement\n     plans and any other plans, systems and practices of the corporation\n     relating to the compensation of any employees of the corporation and any\n     proposed plans of any subsidiary company involving the issuance or purchase\n     of capital stock of the corporation.\n\n          (e) The evaluation of the performance of the officers of the\n     corporation and, together with management, the selection and recommendation\n     to the Board of Directors of appropriate individuals for election,\n     appointment and promotion as officers of the corporation to ensure\n     management effectiveness and continuity.\n\n                                       6\n\n \n          (f) Such other matters as the Board may from time to time prescribe.\n\n     SECTION 4.   Directors and Corporate Governance Committee.\n\n     The Board of Directors may, in its discretion, designate annually a\nDirectors and Corporate Governance Committee, consisting of not less than five\nDirectors as it may from time to time determine.  The Committee shall review,\nreport and make recommendations to the Board of Directors on the following\nmatters:\n\n          (a) The size and composition of the Board of Directors and nominees\n     for Directors, the evaluation of the performance of the Board of Directors\n     of the corporation, and the recommendation to the Board of Directors of\n     compensation and benefits for Directors.\n\n          (b) Such other matters as the Board may from time to time prescribe.\n\n     SECTION 5. Committee Chairman, Books and Records.\n\n     Unless designated by the Board of Director,each Committee shall elect a\nChairman to serve for such term as it may determine.  Each committee shall fix\nits own rules of procedure and shall meet at such times and places and upon such\ncall or notice as shall be provided by such rules.  It shall keep a record of\nits acts and proceedings, and all action of the Committee shall be reported to\nthe Board of Directors at the next meeting of the Board.\n\n     SECTION 6. Alternates.\n\n     Alternate members of the Committees prescribed by this Article IV may be\ndesignated by the Board of Directors from among the Directors to serve as\noccasion may require.  Whenever a quorum cannot be secured for any meeting of\nany such Committees from among the regular members thereof and designated\nalternates, the member or members of such Committee present at such meeting and\nnot disqualified from voting, whether or not he or they constitute a quorum, may\nunanimously appoint another member of the Board to act at the meeting in the\nplace of such absent or disqualified member.\n\n     Alternate members of such Committees shall receive a reimbursement for\nexpenses and compensation at the same rate as regular members of such\nCommittees.\n\n     SECTION 7. Other Committees.\n\n     The Board of Directors may designate such other Committees, each to consist\nof two or more Directors, as it may from time to time determine, and each such\nCommittee shall serve for such term and shall have and may exercise, during\nintervals between meetings of the Board of Directors, such duties, functions and\npowers as the Board of Directors may from time to time prescribe.\n\n     SECTION 8. Quorum and Manner of Acting.\n\n     At each meeting of any Committee the presence of a majority of the members\nof such Committee, whether regular or alternate, shall be necessary to\nconstitute a quorum for the transaction of business, and if a quorum is present\nthe concurrence of a majority of those present shall be necessary for the taking\nof any action; provided, however, that no action may be taken by the Executive\nCommittee  when two or more officers of the corporation are present as members\nat a meeting of either such Committee unless such action shall be concurred in\nby the vote of  a majority of the  members of such Committee who are not\nofficers of the corporation.\n\n                                       7\n\n \n                                   ARTICLE V.\n\n                                    OFFICERS\n\n     SECTION 1. Number.\n\n     The officers of the corporation shall be a President, a Vice President and\nChief Financial Officer, a Vice President-Law, a Secretary, and a Treasurer,\neach of which officers shall be elected by the Board of Directors, and such\nother officers as the Board of Directors may determine, in its discretion, to\nelect.  Any number of offices may be held by the same person.  Any officer may\nhold such additional title descriptions or qualifiers such as \"Chief Executive\nOfficer\", \"Chief Operating Officer\", \"Senior Vice President\", \"Executive Vice\nPresident\" or \"Assistant Secretary\" or such other title as the Board of\nDirectors shall determine.\n\n     SECTION 2. Election, Term of Office and Qualifications.\n\n     The officers of the corporation shall be elected annually by the Board of\nDirectors.  Each officer elected by the Board of Directors shall hold office\nuntil his successor shall have been duly elected and qualified, or until he\nshall have died, resigned or been removed in the manner hereinafter provided.\n\n     SECTION 3. Resignations.\n\n     Any officer may resign at any time upon written notice to the Secretary of\nthe corporation.  Such resignation shall take effect at the date of its receipt,\nor at any later date specified therein; and the acceptance of such resignation,\nunless required by the terms thereof, shall not be necessary to make it\neffective.\n\n     SECTION 4. Removals.\n\n     Any officer elected or appointed by the Board of Directors may be removed,\nwith or without cause, by the Board of Directors at a regular meeting or special\nmeeting of the Board.  Any officer or agent appointed by any officer or\ncommittee may be removed, either with or without cause, by such appointing\nofficer or committee.\n\n     SECTION 5. Vacancies.\n\n     Any vacancy occurring in any office of the corporation shall be filled for\nthe unexpired portion of the term in the same manner as prescribed in these By-\nLaws for regular election or appointment to such office.\n\n     SECTION 6. Compensation of Officers.\n\n     The compensation of all officers elected by the Board of Directors shall be\napproved or authorized by the Board of Directors or by the President when so\nauthorized by the Board of Directors or these By-Laws.\n\n     SECTION  7. President and Chief Executive Officer.\n\n     The President shall be the chief executive officer of the corporation and\nshall have, subject to the control of the Board of Directors, the general\nexecutive responsibility for the management and direction of the business and\naffairs of the corporation, and the general supervision of its officers,\nemployees and agents.  He shall have the power to appoint any and all officers,\nemployees and agents of the corporation not required by these By-Laws to be\nelected by the Board of Directors or not otherwise elected by the Board of\nDirectors in its discretion.  He shall have the power to accept the resignation\nof or to discharge any and all officers, employees and agents of the corporation\nnot elected by the Board of Directors.  He shall sign all papers and documents\nto which his signature may be necessary or appropriate and shall have such other\npowers and duties as shall devolve upon the chief executive officer of a\ncorporation, and such further powers and duties as may be prescribed for him by\nthe Board of Directors.\n\n     SECTION  8. Vice President and Chief Financial Officer.\n\n     The Vice President and Chief Financial Officer shall have responsibility\nfor development and administration of the corporation's financial plans and all\nfinancial arrangements, its insurance programs, its cash deposits and short-term\ninvestments, its accounting policies, and its federal and state tax returns.\nSuch officer shall also be responsible for the corporation's internal control\nprocedures and for its relationship with the financial community.\n\n                                       8\n\n \n     SECTION  9. Vice President-Law.\n\n     The Vice President-Law shall be the chief legal advisor of the corporation\nand shall have charge of the management of the legal affairs and litigation of\nthe corporation.\n\n     SECTION  10. Secretary.\n\n     The Secretary shall record the proceedings of the meetings of the\nstockholders and directors, in one or more books kept for that purpose; see that\nall notices are duly given in accordance with the provisions of the By-Laws or\nas required by law; have charge of the corporate records and of the seal of the\ncorporation; affix the seal of the corporation or a facsimile thereof, or cause\nit to be affixed, to all certificates for shares prior to the issue thereof and\nto all documents the execution of which on behalf of the corporation under its\nseal is duly authorized by the Board of Directors or otherwise in accordance\nwith the provisions of the By-Laws; keep a register of the post office address\nof each stockholder, director or member, sign with the Chairman of the Board or\nPresident certificates for shares of stock of the corporation, the issuance of\nwhich shall have been duly authorized by resolution of the Board of Directors;\nhave general charge of the stock transfer books of the corporation; and in\ngeneral, perform all duties incident to the office of Secretary and such other\nduties as from time to time may be assigned  by the Board of Directors, the\nChairman of the Board, the President or the Vice President-Law.\n\n     SECTION  11.  Treasurer.\n\n     The Treasurer shall have the responsibility for the custody and safekeeping\nof all funds of the corporation and shall have charge of their collection,\nreceipt and disbursement; shall receive and have authority to sign receipts for\nall monies paid to the corporation and shall deposit the same in the name and to\nthe credit of the corporation in such banks or depositories as the Board of\nDirectors shall approve; shall endorse for collection on behalf of the\ncorporation all checks, drafts, notes and other obligations payable to the\ncorporation; shall sign or countersign all notes, endorsements, guaranties and\nacceptances made on behalf of the corporation when and as directed by the Board\nof Directors; shall give bond for the faithful discharge of his duties in such\nsum and with such surety or sureties as the Board of Directors may require;\nshall have the responsibility for the custody and safekeeping of all securities\nof the corporation; and in general shall have such other powers and perform such\nother duties as are incident to the office of Treasurer and as from time to time\nmay be prescribed by the Board of Directors or  delegated  by  the President or\nthe Vice President and Chief Financial Officer.\n\n     SECTION  12. Absence or Disability of Officers.\n\n     In the absence or disability of the Chairman of the Board or the President,\nthe Board of Directors may designate, by resolution, individuals to perform the\nduties of those absent or disabled.  The Board of Directors may also delegate\nthis power to a committee or to a senior corporate officer.\n\n                                  ARTICLE VI.\n\n                    STOCK CERTIFICATES AND TRANSFER THEREOF\n\n     SECTION 1. Stock Certificates.\n\n     Except as otherwise permitted by  law, the Certificate of Incorporation or\nresolution or resolutions of the Board of Directors, every holder of stock in\nthe corporation shall be entitled to have a certificate, signed by or in the\nname of the corporation by the Chairman of the Board, the President or a Vice\nPresident, and by the Treasurer or an Assistant Treasurer, or the Secretary or\nan Assistant Secretary of the corporation, certifying the number of shares, and\nthe class and series thereof, owned by him in the corporation.  Any and all of\nthe signatures on the certificate may be a facsimile.  In case any officer,\ntransfer agent or registrar who has signed or whose facsimile signature has been\nplaced upon a certificate shall have ceased to be such officer, transfer agent\nor registrar before such certificate is issued, it may be issued by the\ncorporation with the same effect as if he were such officer, transfer agent or\nregistrar at the date of issue.\n\n     SECTION 2. Transfer of Stock.\n\n     Transfer of shares of the capital stock of the corporation shall be made\nonly on the books of the corporation by the holder thereof, or by his attorney\nthereunto duty authorized, and on surrender of the certificate or certificates\nfor such shares.  A person in whose name shares of stock stand on the books of\nthe corporation shall be deemed the owner thereof as regards the corporation,\nand the corporation shall not, except as expressly required by statute, be bound\nto recognize any equitable or other claim to, or interest in, such shares on the\npart of any other person whether or not it shall have \n\n                                       9\n\n \nexpress or other notice thereof.\n\n     SECTION 3. Transfer Agent and Registrar.\n\n     The corporation shall at all times maintain a transfer office or agency in\nthe Borough of Manhattan, The City of New York, in charge of a transfer agent\ndesignated by the Board of Directors (who shall have custody, subject to the\ndirection of the Secretary, of the original stock ledger and stock records of\nthe corporation), where the shares of the capital stock of the corporation of\neach class shall be transferable, and also a registry office in the Borough of\nManhattan, The City of New York, other than its transfer office or agency in\nsaid city, in charge of a registrar designated by the Board of Directors, where\nits stock of each class shall be registered.  The corporation may, in addition\nto the said offices, if and whenever the Board of Directors shall so determine,\nmaintain in such place or places as the Board shall determine, one or more\nadditional transfer offices or agencies, each in charge of a transfer agent\ndesignated by the Board, where the shares of capital stock of the corporation of\nany class or classes shall be transferable, and also one or more additional\nregistry offices, each in charge of a registrar designated by the Board of\nDirectors, where such shares of stock of any class or classes shall be\nregistered.  Except as otherwise provided by resolution of the Board of\nDirectors in respect of temporary certificates, no certificates for shares of\ncapital stock of the corporation shall be valid unless countersigned by a\ntransfer agent and registered by a registrant authorized as aforesaid.\n\n     SECTION 4. Additional Regulations.\n\n     The Board of Directors may make such additional rules and regulations as it\nmay deem expedient concerning the issue, transfer and registration of\ncertificates for shares of the capital stock of the corporation.\n\n     SECTION 5. Lost, Destroyed or Mutilated Certificates.\n\n     The Board of Directors may provide for the issuance of new certificates of\nstock to replace certificates of stock lost, stolen, mutilated or destroyed, or\nalleged to be lost, stolen, mutilated or destroyed, upon such terms and in\naccordance with such procedures as the Board of Directors shall deem proper and\nprescribe.\n\n     SECTION 6. Record Date.\n\n     In order that the corporation may determine the stockholders entitled to\nnotice of or to vote at any meeting of stockholders or any adjournment thereof,\nor entitled to receive payment of any dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the Board of Directors may fix, in advance, a record date, which shall\nnot be more than sixty nor less than ten days before the date of such meeting,\nnor more than sixty days prior to any other action.  A determination of\nstockholders of record entitled to notice of or to vote at a meeting of\nstockholders shall apply to any adjournment of the meeting; provided, however,\nthat the Board of Directors may fix a new record date for the adjourned meeting.\n\n                                  ARTICLE VII.\n\n                            DIVIDENDS, SURPLUS, ETC.\n\n     Except as otherwise provided by statute or the Certificate of\nIncorporation, the Board of Directors may declare dividends upon the shares of\nits capital stock either (1) out of its surplus, or (2) in case there shall be\nno surplus, out of its net profits for the fiscal year, whenever, and in such\namounts as, in its opinion, the condition of the affairs of the corporation\nshall render it advisable.  Dividends may be paid in cash, in property or in\nshares of the capital stock of the corporation.\n\n                                 ARTICLE VIII.\n\n                                      SEAL\n\n     The corporate seal shall have the name of the corporation inscribed thereon\nand shall be in such form as may be approved from time to time by the Board of\nDirectors.   The seal may be used by causing it or a facsimile thereof to be\nimpressed or affixed or in any other manner reproduced.\n\n                                       10\n\n \n                                  ARTICLE IX.\n\n                                  FISCAL YEAR\n\n     The fiscal year of the corporation shall begin on the first day of January\nof each year.\n\n                                   ARTICLE X.\n\n                                INDEMNIFICATION\n\n     SECTION 1. Right to Indemnification.\n\n     Each person who was or is made a party or is threatened to be made a party\nto or is involved (including, without limitation, as a witness) in any actual or\nthreatened action, suit or proceeding, whether civil, criminal, administrative\nor investigative (hereinafter a \"proceeding\"), by reason of the fact that he or\nshe is or was a director or officer of the corporation or is or was serving at\nthe request of the corporation as a director, officer, employee or agent of\nanother corporation or of a partnership, joint venture, trust or other\nenterprise, including service with respect to an employee benefit plan\n(hereinafter an \"indemnitee\"), whether the basis of such proceeding is alleged\naction in an official capacity as a director, officer, employee or agent or in\nany other capacity while serving as a director, officer, employee or agent,\nshall be indemnified and held harmless by the corporation to the full extent\nauthorized by the Delaware General Corporation Law, as the same exists or may\nhereafter be amended (but, in the case of any such amendment, only to the extent\nthat such amendment permits the corporation to provide broader indemnification\nrights than said law permitted the corporation to provide prior to such\namendment), or by other applicable law as then in effect, against all expense,\nliability and loss (including attorney's fees, judgments, fines, ERISA excise\ntaxes or penalties and amounts to be paid in settlement) actually and reasonably\nincurred or suffered by such indemnitee in connection therewith and such\nindemnification shall continue as to an indemnitee who has ceased to be a\ndirector, officer, employee or agent and shall inure to the benefit of the\nindemnitee's heirs, executors and administrators, provided, however, that except\nas provided in Section 2 of this Article with respect to proceedings seeking to\nenforce rights to indemnification, the corporation shall indemnify any such\nindemnitee seeking indemnification in connection with a proceeding (or part\nthereof) initiated by such indemnitee only if such proceeding (or part thereof)\nwas authorized by the Board of Directors of the corporation.  The right to\nindemnification conferred in this Section shall be a contract right and shall\ninclude the right to be paid by the corporation the expenses incurred in\ndefending any such proceeding in advance of its final disposition (hereinafter\nan \"advancement of expenses\"); provided, however, that, if the Delaware General\nCorporation Law requires, an advancement of expenses incurred by an indemnitee\nin his or her capacity as a director or officer (and not in any other capacity\nin which service was or is rendered by such indemnitee while a director or\nofficer, including, without limitation, service to an employee benefit plan)\nshall be made only upon delivery to the corporation of an undertaking, by or on\nbehalf of such indemnitee, to repay all amounts so advanced if it shall\nultimately be determined that such indemnitee is not entitled to be indemnified\nunder this Section 1, or otherwise.\n\n     SECTION 2. Right of Indemnitee to Bring Suit.\n\n     If a claim under Section 1 of this Article is not paid in full by the\ncorporation within sixty days after a written claim has been received by the\ncorporation, except in the case of a claim for an advancement of expenses, in\nwhich case the applicable period shall be twenty days, the indemnitee may at any\ntime thereafter bring suit against the corporation to recover the unpaid amount\nof the claim and, to the extent successful in whole or in part, the indemnitee\nshall be entitled to be paid also the expense of prosecuting such suit.  The\nindemnitee shall be presumed to be entitled to indemnification under this\nArticle upon submission of a written claim (and, in an action brought to enforce\na claim for an advancement of expenses where the required undertaking, if any is\nrequired, has been tendered to the corporation), and thereafter the corporation\nshall have the burden of proof to overcome the presumption that the indemnitee\nis not so entitled.  Neither the failure of the corporation (including its Board\nof Directors, independent legal counsel or its stockholders) to have made a\ndetermination prior to the commencement of such suit that indemnification of the\nindemnitee is proper in the circumstances nor an actual determination by the\ncorporation (including its Board of Directors, independent legal counsel or its\nstockholders) that the indemnitee is not entitled to indemnification shall be a\ndefense to the suit or create a presumption that the indemnitee is not so\nentitled.\n\n     SECTION 3. Nonexclusivity of Rights.\n\n     The rights to indemnification and to the advancement of expenses conferred\nin this Article shall not be exclusive of any other right which any person may\nhave or hereafter acquire under any statute, provision of the Certificate of\n\n                                       11\n\n \nIncorporation, By-Laws, agreement, vote of stockholders or disinterested\ndirectors or otherwise.\n\n     SECTION 4. Insurance, Contracts and Funding.\n\n     The corporation may maintain insurance, at its expense, to protect itself\nand any director, officer, employee or agent of the corporation or another\ncorporation, partnership, joint venture, trust or other enterprise against any\nexpense, liability or loss, whether or not the corporation would have the power\nto indemnify such person against such expense, liability or loss under the\nDelaware General Corporation Law.  The corporation may enter into contracts with\nany indemnitee in furtherance of the provisions of this Article and may create a\ntrust fund, grant a security interest or use other means (including, without\nlimitation, a letter of credit) to ensure the payment of such amounts as may be\nnecessary to effect indemnification as provided in this Article.\n\n     SECTION 5. Definition of Director and Officer.\n\n     Any person who is or was serving as a director of a wholly owned subsidiary\nof the corporation shall be deemed, for purposes of this Article only, to be a\ndirector or officer of the corporation entitled to indemnification under this\nArticle.\n\n     SECTION 6. Indemnification of Employees and Agents of the Corporation.\n\n     The corporation may, by action of its Board of Directors from time to time,\ngrant rights to indemnification and advancement of expenses to employees and\nagents of the corporation with the same scope and effects as the provisions of\nthis Article with respect to the indemnification and advancement of expenses of\ndirectors and officers of the corporation.\n\n                                  ARTICLE XI.\n\n                      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.\n\n     SECTION 1. Checks, Drafts, Etc.; Loans.\n\n     All checks, drafts or other orders for the payment of money, notes or other\nevidences of indebtedness issued in the name of the corporation shall be signed\nby such officer or officers, agent or agents of the corporation and in such\nmanner as shall, from time to time, be determined by resolution of the Board of\nDirectors.  No loans shall be contracted on behalf of the corporation unless\nauthorized by the Board of Directors.  Such authority may be general or confined\nto specific circumstances.\n\n     SECTION 2. Deposits.\n\n     All funds of the corporation shall be deposited, from time to time, to the\ncredit of the corporation in such banks, trust companies or other depositories\nas the Board of Directors may select, or as may be selected by any officer or\nofficers, agent or agents of the corporation to whom such power may, from time\nto time, be delegated by the Board of Directors; and for the purpose of such\ndeposit, the Chairman, the President, any Vice President, the Treasurer or any\nAssistant Treasurer, the Secretary or any Assistant Secretary or any other\nofficer or agent to whom such power may be delegated by the Board of Directors,\nmay endorse, assign and deliver checks, drafts and other order for the payment\nof money which are payable to the order of the corporation.\n\n                                  ARTICLE XII.\n\n                       NOMINATIONS OF DIRECTOR CANDIDATES\n\n     SECTION 1. General.  Nomination of candidates for election as directors of\nthe corporation at any meeting of stockholders called for election of directors\n(an \"Election Meeting\") may be made by the Board of Directors or by any\nstockholder entitled to vote at such Election Meeting.\n\n     SECTION 2. Nominations by Board of Directors.  Nominations made by the\nBoard of Directors shall be made at a meeting of the Board of Directors, or by\nwritten consent of directors in lieu of a meeting, not less than 30 days prior\nto the date of the Election Meeting.  At the request of the Secretary of the\ncorporation each proposed nominee shall provide the corporation with such\ninformation concerning himself as is required, under the rules of the Securities\nand Exchange Commission, to be included in the corporation's proxy statement\nsoliciting proxies for his election as a director.\n\n                                       12\n\n \n     SECTION 3. Nominations by Stockholder.  Any stockholder who intends to make\na nomination at the annual meeting of stockholders shall deliver a notice\naddressed to the Secretary of the corporation and received at the principal\nexecutive offices of the corporation in compliance with the timeliness\nrequirements applicable to a stockholder's notice under Article II, Section 10\nof these By-laws and setting forth (a) as to each nominee whom the stockholder\nproposes to nominate for election as a director, (i) the name, age, business\naddress and residence address of the nominee, (ii) the principal occupation or\nemployment of the nominee, (iii) the class and number of shares of capital stock\nof the corporation which are beneficially owned by the nominee and (iv) any\nother information concerning the nominee that would be required, under the rules\nof the Securities and Exchange Commission, in a proxy statement soliciting\nproxies for the election of such nominee; and (b) as to the stockholder giving\nthe notice, (i) the name and record address of the stockholder, (ii) the class\nand number of shares of capital stock of the corporation which are beneficially\nowned by the stockholder and (iii) whether the proponent intends or is part of a\ngroup which intends to solicit proxies from other stockholders in support of the\nnomination; provided, however, that in the event that an Election Meeting is\ncalled that is not the annual meeting of stockholders, notice by the stockholder\nto be timely must be so delivered not later than the close of business on the\n15th day following the day on which such notice of the date of the meeting was\nmailed or public disclosure of such date was made, whichever first occurs.  Such\nnotice shall include a signed consent to serve as a director of the corporation,\nif elected, of each such nominee.  The corporation may require any proposed\nnominee to furnish such other information as may reasonably be required by the\ncorporation to determine the eligibility of such proposed nominee to serve as a\ndirector of the corporation.\n\n     SECTION 4. Substitute Nominees.  In the event that a person is validly\ndesignated as a nominee in accordance with Section 2 or Section 3 of this\nArticle XII and shall thereafter become unable or unwilling to stand for\nelection to the Board of Directors, the Board of Directors or the stockholder\nwho proposed such nominee, as the case may be, may designate a substitute\nnominee.\n\n     SECTION 5. Void Nominations.  If the Chairman of the Election Meeting\ndetermines that a nomination was not made in accordance with the foregoing\nprocedures, such nomination shall be void.\n\n                                 ARTICLE XIII.\n\n                                   AMENDMENTS\n\n     These By-Laws may be altered or repealed and new By-Laws may be made by the\naffirmative vote, at any meeting of the Board, of a majority of the whole Board\nof Directors, subject to the rights of the stockholders of the corporation to\namend or repeal By-Laws made or amended by the Board of Directors by the\naffirmative vote of the holders of record of a majority in number of shares of\nthe outstanding stock of the corporation present or represented at any meeting\nof the stockholders and entitled to vote thereon, provided that notice of the\nproposed action be included in the notice of such meeting.\n\n                                       13\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6974],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9573,9574],"class_list":["post-41434","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-burlington-northern-santa-fe-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41434","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41434"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41434"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41434"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41434"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}