{"id":41508,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-csx-corp3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-csx-corp3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-csx-corp3.html","title":{"rendered":"Bylaws &#8211; CSX Corp."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                                 CSX CORPORATION\n                        (Amended as of February 13, 2002)\n\n                              --------------------\n\n                                    ARTICLE I\n\n                              Shareholders' Meeting\n\n              SECTION 1. Annual Meeting. The annual meeting of the shareholders\n                         --------------\nof the Corporation shall be held on such date in March, April, May or June as\nthe Board of Directors (hereinafter sometimes the \"Board\") may designate, either\nwithin or without the Commonwealth of Virginia.\n\n              SECTION 2. Special Meetings. Special meetings of the shareholders\n                         ----------------\nmay be called from time to time by the Board of Directors or the Chairman of the\nBoard. Special meetings shall be held solely for the purposes specified in the\nnotice of meeting.\n\n              SECTION 3. Time and Place. The time and place of each meeting of\n                         --------------\nthe shareholders shall be stated in the notice of the meeting.\n\n              SECTION 4. Quorum. The holders of a majority of the votes entitled\n                         ------\nto be cast on any matter shall constitute a quorum as to that matter at any\nmeeting of the shareholders. Less than a quorum may adjourn the meeting to a\nfixed time and place, no further notice of any adjourned meeting being required.\nUnless otherwise provided in the Articles of Incorporation of the Corporation,\neach shareholder shall be entitled to one vote in person or by proxy for each\nshare entitled to vote then outstanding and registered in his name on the books\nof the Corporation.\n\n              SECTION 5. Notice of Meeting and Record Date. Except as otherwise\n                         ---------------------------------\nrequired by the laws of the Commonwealth of Virginia, notice shall be delivered\nby the Corporation not less than 10 days nor more than 60 days before the date\nof the meeting, either personally or by mail, to each shareholder of record\nentitled to vote at such meeting. If mailed, such notice shall be deemed to be\ndelivered when deposited in the United States mail with postage thereon prepaid,\naddressed to the shareholder at the shareholder's address as it appears on the\nstock transfer books of the Corporation. Such further notice shall be given as\nmay be required by law. Notice of meetings may be waived in accordance with law.\nAny previously scheduled meeting of the shareholders may be postponed, by\nresolution of the Board of Directors at any time prior to the time previously\nscheduled for such meeting of shareholders. The Board of Directors may fix in\nadvance a date to determine shareholders entitled to notice or to vote at any\nmeeting of shareholders, to receive any dividend, or for any other purpose, such\ndate to be not more than 70 days before the meeting or action requiring a\ndetermination of shareholders.\n\n              SECTION 6. Conduct of Meeting. The Chairman of the Board shall\n                         ------------------\npreside over all meetings of the shareholders. If he is not present, or if there\nis none in office, the President shall preside. If the Chairman of the Board and\nthe President are not present, a Vice President shall preside, or, if none be\npresent, a Chairman shall be elected by the meeting. The Corporate Secretary\nshall act as secretary of the meeting, if he or she is present. If he or she is\nnot present, the Chairman shall appoint a secretary of the meeting. The chairman\nof the meeting shall appoint one or more inspectors of election who shall\ndetermine\n\n\n                                       -1-\n\n\n\nthe qualification of voters, the validity of proxies, and the results of\nballots. The chairman of the meeting or a majority of the shares so represented\nmay adjourn the meeting from time to time, whether or not there is a quorum, and\nmay determine the date, time and place that a meeting so adjourned is to\nreconvene. The chairman of the meeting shall prescribe rules of procedure for\nthe meeting and shall determine the time reasonably allotted to each speaker at\nthe meeting.\n\n              SECTION 7. Notice of Shareholder Business. At an annual meeting of\n                         ------------------------------\nthe shareholders, only such business shall be conducted as shall have been\nbrought before the meeting (a) by or at the direction of the Board of Directors\nor (b) by any shareholder of the Corporation who complies with the notice\nprocedures set forth in this Section 7. For business to be properly brought\nbefore an annual meeting by a shareholder, the shareholder must have given\ntimely notice thereof in writing to the Corporate Secretary. To be timely, a\nshareholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation, not less than 60 days before the\ndate on which the Corporation first mailed its proxy materials for the prior\nyear's annual meeting; provided, however, that in the event that less than 40\ndays' notice or prior public disclosure of the date of the meeting is given or\nmade to the shareholders, notice by the shareholder to be timely must be\nreceived not later than the close of business on the 10th day following the day\non which such notice of the date of the annual meeting was mailed or such public\ndisclosure was made. A shareholder's notice to the Secretary shall set forth as\nto each matter the shareholder proposes to bring before the annual meeting (a) 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, (b)\nthe name and address, as they appear on the Corporation's books, of the\nshareholder proposing such business, (c) the class and number of shares of the\nCorporation which are beneficially owned by the shareholder and (d) any material\ninterest of the shareholder in such business. Notwithstanding anything in the\nBylaws to the contrary, no business shall be conducted at an annual meeting\nexcept in accordance with the procedures set forth in this Section 7. The\nchairman of an annual meeting shall, if the facts warrant, determine and declare\nto the meeting that business was not properly brought before the meeting and in\naccordance with the provisions of this Section 7, and if he should so determine,\nhe shall so declare to the meeting and any such business not properly brought\nbefore the meeting shall not be transacted.\n\n                                   ARTICLE II\n\n                               Board of Directors\n\n              SECTION 1. Number and Election. The Board of Directors shall be\n                         -------------------\nelected at the annual meeting of the shareholders or at any special meeting held\nin lieu thereof. The number of Directors shall be twelve. This number may be\nincreased or decreased at any time by amendment of these Bylaws, but shall never\nbe a number less than four. No person shall be eligible for election as a\nDirector, nor shall any Director be eligible for reelection, if he or she shall\nhave reached the age of 70 years at the time of such election or reelection,\nexcept that the Board, in its sole discretion, may waive such ineligibility for\na period not to exceed one year. Directors who are or have been employees of CSX\nor its affiliates, including current or former Chief Executive Officers, shall\nretire from the Board immediately upon leaving active service, or reaching age\n65, whichever occurs first, except that the Board, in its sole discretion, may\nextend the eligibility of the Chairman of the Board to continue as a Director\nand Chairman of the Board for up to two years after leaving active service.\n\n\n                                       -2-\n\n\n\n              SECTION 2. Notice of Shareholder Nominees. Only persons who are\n                         ------------------------------\nnominated in accordance with the procedures set forth in these Bylaws shall be\neligible for election as Directors. Nominations of persons for election to the\nBoard of Directors of the Corporation may be made at a meeting of shareholders\n(a) by or at the direction of the Board of Directors or (b) by any shareholder\nof the Corporation entitled to vote for the election of Directors at the meeting\nwho complies with the notice procedures set forth in this Section 2. Nominations\nby shareholders shall be made pursuant to timely notice in writing to the\nCorporate Secretary. To be timely, a shareholder's notice shall be received at\nthe principal executive offices of the Corporation not less than 60 days nor\nmore than 90 days prior to the meeting; provided, however, that in the event\nthat less than 40 days' notice or prior public disclosure of the date of the\nmeeting is given or made to shareholders, notice by the shareholder to be timely\nmust be so received not later than the close of business on the 10th day\nfollowing the day on which such notice of the date of the meeting was mailed or\nsuch public disclosure was made. Such shareholder's notice shall set forth (a)\nas to each person whom the shareholder proposes to nominate for election or\nreelection as a Director, all information relating to such person that is\nrequired to be disclosed in solicitations of proxies for election of Directors,\nor is otherwise required, in each case pursuant to Regulation 14A under the\nSecurities Exchange Act of 1934, as amended (including such person's written\nconsent to being named in the proxy statement as a nominee and to serving as a\nDirector if elected); and (b) as to the shareholder giving the notice (i) the\nname and address, as they appear on the Corporation's books, of such shareholder\nand (ii) the class and number of shares of the Corporation which are\nbeneficially owned by such shareholder. At the request of the Board of Directors\nany person nominated by the Board of Directors for election as a Director shall\nfurnish to the Corporate Secretary the information required to be set forth in\nthe shareholder's notice of nomination which pertains to the nominee. No person\nshall be eligible for election as a Director of the Corporation unless nominated\nin accordance with the procedures set forth in these Bylaws. The chairman of the\nmeeting shall, if the facts warrant, determine and declare to the meeting that a\nnomination was not made in accordance with the procedures prescribed by the\nBylaws, and if he should so determine, he shall so declare to the meeting and\nthe defective nomination shall be disregarded.\n\n              SECTION 3. Quorum. A majority of the Directors shall constitute a\n                         ------\nquorum. Less than a quorum may adjourn the meeting to a fixed time and place, no\nfurther notice of any adjourned meeting being required.\n\n              SECTION 4. Removal and Vacancies. The shareholders at any meeting\n                         ---------------------\ncalled for such purpose, by a vote of the holders of a majority of all the\nshares of capital stock at the time outstanding and having voting power, may\nremove any Director and fill any vacancy. Vacancies arising among the Directors,\nincluding a vacancy resulting from an increase by the Board of Directors in the\nnumber of directors, so long as the increase so created is not more than 30\npercent of the number of Directors then authorized to serve on the Board, may be\nfilled by the remaining Directors, though less than a quorum of the Board,\nunless sooner filled by the shareholders.\n\n              SECTION 5. Meetings and Notices. Regular meetings of the Board of\n                         --------------------\nDirectors shall be held on such dates, at such places and at such times as the\nBoard of Directors may from time to time designate. Special meetings of the\nBoard of Directors may be held at any place and at any time upon the call of the\nChairman of the Board or of any three members of the Board of Directors. Notice\nof any meetings shall be given by mailing or delivering such notice to each\nDirector at the Director's residence or business address or by telephone,\ntelegraph, or facsimile. Any such notice shall state the time and place of the\nmeeting. Meetings may be held without notice if all of the Directors are present\nor those not present waive notice before or after the meeting. Any action\nrequired to be taken at a meeting of the Board may be taken without a meeting if\na consent in writing setting forth the action to be taken, shall be signed by\nall the Directors in counterpart or otherwise and filed with the Corporate\nSecretary. Such consent shall have the same force and effect as a unanimous\nvote. Any action required to be taken at a meeting of the Board may be taken by\nmeans of a conference telephone or similar communications equipment whereby all\npersons\n\n\n                                       -3-\n\n\n\nparticipating in the meeting can hear each other, and participation by such\nmeans shall constitute presence in person at such meeting.\n\n                                   ARTICLE III\n\n                               Executive Committee\n\n              SECTION 1. Designation; Chairman. The Board of Directors may\n                         ---------------------\ndesignate an Executive Committee. The Chairman of the Board of Directors shall\nbe the Chairman of the Executive Committee.\n\n              SECTION 2. Authority and quorum. The Executive Committee shall\n                         --------------------\nhave and may exercise all the authority of the Board of Directors, except as may\nbe prohibited by Section 13.1-689 of the Code of Virginia, as it may from time\nto time be amended. A majority of the Committee shall constitute a quorum for\nthe transaction of business, and the affirmative vote of the majority of those\npresent shall be necessary for any action by the Committee. The Committee shall\ncause to be kept a full and accurate record of its proceedings at each meeting\nand report the same at the next meeting of the Board. In the absence of the\nChairman of the Committee, an acting chairman shall be designated by the\nCommittee to preside at such meeting.\n\n              SECTION 3. Meetings and Notices. Meetings of the Committee may be\n                         --------------------\ncalled at any time by the Chairman of the Board or by a majority of the members\nof the Committee and shall be held at such time and place as shall be stated in\nthe notice of the meeting. Notice of any meeting of the Committee shall be given\nby delivering or mailing such notice to each member at his or her residence or\nbusiness address or by telephone, telegraph, or facsimile to him or her not less\nthan 24 hours before the meeting. Any such notice shall state the time and place\nof the meeting. Meetings may be held without notice if all of the members of the\nCommittee are present or those not present waive notice before or after the\nmeeting. Action may be taken by the Executive Committee without a meeting or at\na meeting established by means of conference telephone or similar communications\nequipment in the manner provided by Section 5 of Article II.\n\n              SECTION 4. Removal. Members of the Committee may be removed as\n                         -------\nmembers thereof and replaced at any regular or special meeting of the Board of\nDirectors.\n\n                                   ARTICLE IV\n\n                             Committees of the Board\n                      (other than the Executive Committee)\n\n              The Board of Directors may establish such other committees as it\ndeems appropriate, each committee consisting of at least two directors whose\ndesignation and terms of office shall be by resolution of the Board. Meetings of\na committee may be called at any time by the Chairman of the Board or the\nChairman of such committee. Notice of any meeting shall be given by delivering\nor mailing such notice to each committee member at the member's residence or\nbusiness address or by telephone, telegraph, or facsimile to the member not less\nthan 24 hours before the meeting. Any such notice shall state the time and place\nof the meeting. Meetings may be held without notice if all of the members of the\ncommittee are present or those not present waive notice before or after the\nmeeting. Action may be taken by a committee without a meeting or at a meeting\nestablished by means of conference telephone or similar communications equipment\nin the manner provided by Section 5 of Article II.\n\n\n                                       -4-\n\n\n\n                                    ARTICLE V\n\n                                    Officers\n\n              SECTION 1. Elected Officers. The elected officers of the\n                         ----------------\nCorporation shall be a Chairman of the Board of Directors, a President, one or\nmore Vice Presidents, a Corporate Secretary, a Treasurer, and such other\nofficers (including, without limitation, a Chief Financial Officer and a Chief\nLegal Officer) as the Board of Directors from time to time may deem proper. The\nChairman of the Board shall be chosen from among the directors. All officers\nelected by the Board shall each have such powers and duties as generally pertain\nto their respective offices, subject to the specific provisions of this Article\nV. Such officers shall also have such powers and duties as from time to time may\nbe conferred by the Board or by any committee thereof or the Chairman of the\nBoard. The Board may from time to time elect, or the Chairman of the Board may\nappoint, such other officers (including, without limitation, one or more\nAssistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and\nAssistant Controllers) and such agents, as may be necessary or desirable for the\nconduct of the business of the Corporation. Such other officers and agents shall\nhave such duties and shall hold their offices for such terms as shall be\nprovided in these Bylaws or as may be prescribed by the Board or such committee\nor by the Chairman of the Board, as the case may be. Any person may be elected\nto more than one office.\n\n              SECTION 2. Election and Term of Office. The elected officers of\n                         ---------------------------\nthe Corporation shall be elected annually by the Board of Directors at the\nregular meeting of the Board of Directors held after the annual meeting of the\nshareholders. Each officer shall hold office until his or her successor shall\nhave been duly elected and shall have qualified, but any officer may be removed\nfrom office at any time by the Board of Directors or, except in the case of any\nofficer or agent elected by the Board, by the Chairman of the Board. Such\nremoval shall be without prejudice to the contractual rights, if any, of the\nperson so removed.\n\n              SECTION 3. Chairman of the Board. The Chairman of the Board shall\n                         ---------------------\npreside at all meetings of the shareholders and of the Board of Directors and\nshall be the Chief Executive Officer of the Corporation. The Chairman of the\nBoard shall be responsible for the general management of the affairs of the\nCorporation and shall perform all duties incidental to his office which may be\nrequired by law and all such other duties as are properly required of him by the\nBoard of Directors. He shall make reports to the Board of Directors and the\nshareholders, and shall see that all orders and resolutions of the Board of\nDirectors and of any committee thereof are carried into effect. The Chairman,\nand any person acting in his stead shall, at all times and so long as the\nCorporation engages in business for which it must qualify as a citizen of the\nUnited States under Section 2 of the Shipping Act of 1916, as amended, or any\nother or successor statutory provision, be a citizen of the United States.\n\n              SECTION 4. President. The President shall act in a general\n                         ---------\nexecutive capacity and shall assist the Chairman of the Board in the\nadministration and operation of the Corporation's business and general\nsupervision of its policies and affairs. The President shall, in the absence of\nor because of the inability to act of the Chairman of the Board, perform all\nduties of the Chairman of the Board and preside at all meetings of shareholders\nand of the Board. The President (and any Chief Executive Officer), and any\nperson acting in his stead, shall, at all times and so long as the Corporation\nengages in business for which it must qualify as a citizen of the United States\nunder Section 2 of the Shipping Act of 1916, as amended, or any other or\nsuccessor statutory provision, be a citizen of the United States.\"\n\n              SECTION 5. Vice Presidents. Each Vice President shall have such\n                         ---------------\npowers and shall perform such duties as shall be assigned to him or her by the\nChairman of the Board with the approval of the Board.\n\n\n                                       -5-\n\n\n\n              SECTION 6. Treasurer. The Treasurer shall exercise general\n                         ---------\nsupervision over the receipt, custody and disbursement of corporate funds. He\nshall have such further powers and duties and shall be subject to such\ndirections as may be granted or imposed upon him from time to time by the Board\nof Directors, the Chairman of the Board, or the Chief Financial Officer.\n\n              SECTION 7. Corporate Secretary. The Corporate Secretary shall\n                         -------------------\nattend all meetings of the shareholders, the Board of Directors, and the\nExecutive Committee and record their proceedings, unless a temporary secretary\nbe appointed. He shall give due notice as required of all meetings of the\nshareholders, Directors, and Executive Committee. He shall keep or cause to be\nkept at a place or places required by law a record of the shareholders of the\nCorporation, giving the names and addresses of all shareholders and the number,\nclass, and series of the shares held by each. He shall be custodian of the seal\nof the Corporation, and of all records, contracts, leases, and other papers and\ndocuments of the Corporation, unless otherwise directed by the Board of\nDirectors, and shall perform such other duties as may be assigned to him by the\nBoard of Directors or the Chairman of the Board. In case of the Secretary's\nabsence or incapacity, the Chairman of the Board shall designate an Assistant\nSecretary or other appropriate officer to perform the duties of the Secretary.\n\n              SECTION 8. Removal. Any officer elected, or agent appointed, by\n                         -------\nthe Board of Directors may be removed by the Board of Directors whenever, in\ntheir judgment, the best interests of the Corporation would be served thereby.\nAny officer or agent appointed by the Chairman of the Board may be removed by\nhim whenever, in his judgment, the best interests of the Corporation would be\nserved thereby. No elected officer shall have any contractual rights against the\nCorporation for compensation by virtue of such election beyond the date of the\nelection of his successor, his death, his resignation or his removal, whichever\nevent shall first occur, except as otherwise provided in an employment contract\nor under an employee deferred compensation plan.\n\n              SECTION 9. Vacancies. A newly created elected office and a vacancy\n                         ---------\nin any elected office because of death, resignation, or removal may be filled by\nthe Board of Directors or the Chairman of the Board for the unexpired portion of\nthe term. Any vacancy in an office appointed by the Chairman of the Board\nbecause of death, resignation, or removal may be filled by the Chairman of the\nBoard.\n\n                                   ARTICLE VI\n\n                                  Depositaries\n\n              The money and negotiable instruments of the Corporation shall be\nkept in such bank or banks as the Chief Financial Officer or Treasurer shall\nfrom time to time direct or approve. All checks and other instruments for the\ndisbursement of funds shall be executed manually or by facsimile by such\nofficers or agents of the Corporation as may be authorized by the Board of\nDirectors.\n\n                                   ARTICLE VII\n\n                                      Seal\n\n              The seal of the Corporation, of which there may be any number of\ncounterparts, shall be circular in form and shall have inscribed thereon the\nname of the Corporation, the year of its organization and the words, \"Corporate\nSeal Virginia.\" The Board may also authorize to be used, as the seal of the\nCorporation, any facsimile thereof.\n\n\n                                       -6-\n\n\n\n                                  ARTICLE VIII\n\n                                   Fiscal Year\n\n              The fiscal year of the Corporation shall begin immediately after\nmidnight of the last Friday of December, and shall end at midnight on the last\nFriday of December of each calendar year.\n\n                                   ARTICLE IX\n\n                              Amendments to Bylaws\n\n              These Bylaws may be amended or repealed at any regular or special\nmeeting of the Board of Directors by the vote of a majority of the Directors\npresent. They may also be repealed or changed, and new Bylaws made, by the\nShareholders, provided notice of the proposal to take such action shall have\nbeen given in the notice of the meeting.\n\n\n                               * * * * * * * * * *\n\nRichmond, VA\nFebruary 13, 2002\n\n\n                                       -7-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9573,9574],"class_list":["post-41508","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-csx-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\/41508","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=41508"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41508"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41508"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41508"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}