{"id":41509,"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-corp4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-csx-corp4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-csx-corp4.html","title":{"rendered":"Bylaws &#8211; CSX Corp."},"content":{"rendered":"<pre>                                     BYLAWS\n\n                                       OF\n\n                                 CSX CORPORATION\n                        (Amended as of February 10, 1999)\n\n                              --------------------\n\n\n                                    ARTICLE I\n\n                              Shareholders' Meeting\n\n            SECTION 1.Annual Meeting.  The annual meeting of the shareholders of\nthe Corporation  shall be held on such date in March,  April, May or June as the\nBoard 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 may\nbe 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 the\nshareholders shall be stated in the notice of the meeting.\n\n            SECTION 4.Quorum. The holders of a majority of the votes entitled to\nbe cast on any matter shall constitute a quorum as to that matter at any meeting\nof the shareholders.  Less than a quorum may adjourn the meeting to a fixed time\nand place,  no further notice of any adjourned  meeting being  required.  Unless\notherwise  provided in the Articles of Incorporation  of the  Corporation,  each\nshareholder  shall be  entitled to one vote in person or by proxy for each share\nentitled to vote then outstanding and registered in his name on the books of the\nCorporation.\n\n            SECTION  5.Notice of Meeting and Record  Date.  Except as  otherwise\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\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 the qualification of voters, the validity of proxies,  and the results\nof  ballots.  The  chairman  of the  meeting  or a  majority  of the  shares  so\nrepresented may adjourn the meeting from time to time, whether or not there is a\nquorum,  and may determine the date,  time and place that a meeting so adjourned\nis to reconvene.  The chairman of the meeting shall prescribe rules of procedure\nfor the meeting and shall determine the time reasonably allotted to each speaker\nat the meeting.\n\n            SECTION  7.Notice of Shareholder  Business.  At an annual meeting of\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\n                                   ARTICLE II\n\n                               Board of Directors\n\n            SECTION  1.Number  and  Election.  The Board of  Directors  shall be\nelected at the annual meeting of the shareholders or at any special meeting held\nin lieu thereof.  The number of Directors shall be fourteen.  This number may be\nincreased or decreased at any time by amendment of these Bylaws, but shall never\nbe a number less than four.  Subject to the last two sentences of this Section 2\nof this Article II, no person shall be eligible for election as a Director,  nor\nshall any Director be eligible for  reelection,  if he or she shall have reached\nthe age of 70 years at the time of such election or reelection,  except that the\nBoard, in its sole discretion,  may waive such ineligibility for a period not to\nexceed  one  year.  Directors  who  are or  have  been  employees  of CSX or its\naffiliates,  including current or former Chief Executive Officers,  shall retire\nfrom the Board  immediately  upon leaving  active  service,  or reaching age 65,\nwhichever  occurs  first.  In the case of a candidate for election as a Director\nwho was a  director  of  Conrail  Inc.  on May 23,  1997,  the  restrictions  on\neligibility  for election and  reelection as a Director as a result of age shall\nnot apply for two years  following  their  initial  election  to the Board.  The\nBoard, in its sole  discretion,  may extend such eligibility for a period not to\nexceed one year.\n\n            SECTION  2.Notice  of  Shareholder  Nominees.  Only  persons who are\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\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\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\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  participating in the meeting can hear each other, and  participation by\nsuch means shall constitute presence in person at such meeting.\n\n\n                                   ARTICLE III\n\n                               Executive Committee\n\n            SECTION 1.Designation;  Chairman.  The Board of Directors  may\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 have\nand may exercise all the authority of the Board of  Directors,  except as may be\nprohibited by Section  13.1-689 of the Code of Virginia,  as it may from time to\ntime be amended.  A majority of the Committee shall  constitute a quorum for the\ntransaction  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\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\nmembers  thereof and replaced at any regular or special  meeting of the Board of\nDirectors.\n\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                                    ARTICLE V\n\n                                    Officers\n\n            SECTION 1.Elected Officers.  The elected officers of the Corporation\nshall be a Chairman of the Board of  Directors,  a  President,  one or more Vice\nPresidents,  a  Corporate  Secretary,  a  Treasurer,  and  such  other  officers\n(including,  without  limitation,  a Chief  Financial  Officer and a Chief Legal\nOfficer)  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 the\nCorporation  shall be elected  annually by the Board of Directors at the regular\nmeeting  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\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.\n\n            SECTION 4.President.  The President shall act in a general executive\ncapacity and shall assist the  Chairman of the Board in the  administration  and\noperation of the Corporation's  business and general supervision of its policies\nand affairs.  The President shall, in the absence of or because of the inability\nto act of the  Chairman of the Board,  perform all duties of the Chairman of the\nBoard and preside at all meetings of shareholders and of the Board.\n\n            SECTION  5.Vice  Presidents.  Each Vice  President  shall  have such\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            SECTION   6.Treasurer.   The  Treasurer   shall   exercise   general\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 attend\nall meetings of the  shareholders,  the Board of  Directors,  and the  Executive\nCommittee  and  record  their  proceedings,  unless  a  temporary  secretary  be\nappointed.  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 the\nBoard of Directors may be removed by the Board of Directors  whenever,  in their\njudgment,  the best interests of the Corporation  would be served  thereby.  Any\nofficer or agent  appointed  by the  Chairman of the Board may be removed by him\nwhenever, in his judgment, the best interests of the Corporation would be served\nthereby.  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 in\nany 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\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\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                                  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\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                               * * * * * * * * * *\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nRichmond, VA\nApril 28, 1998\n\n\n\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-41509","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\/41509","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=41509"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41509"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41509"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41509"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}