<COVER>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 23, 1998
UNION PACIFIC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Utah 1-6075 13-2626465
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1717 Main Street, Suite 5900, Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214)743-5600
<PAGE> 1
Item 5. Other Events.
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On November 19, 1998, the Board of Directors of
Union Pacific Corporation (the "Company") amended the
bylaws of the Company to provide, among other things, that
notice by a shareholder of business or nominations for
director to be brought before an annual meeting of
shareholders must be given to the Company at least 90 and
no more than 120 days prior to the anniversary date of the
prior year's annual meeting. A copy of the bylaws of the
Company as amended are filed herewith as Exhibit 3.1 (the
"Amended Bylaws").
Under the Amended Bylaws, a shareholder who wishes
to propose business for consideration or to nominate
persons for election to the Board of Directors at the
Company's 1999 Annual Meeting of Shareholders must deliver
to the Company and the Company must receive during the
period beginning on December 18, 1998 and ending on
January 17, 1999 the information specified in the Amended
Bylaws regarding such proposal or nomination.
Additionally, under the Securities and Exchange
Commission's Rule 14a-4, as recently amended, the Company
may exercise discretionary voting authority under proxies
it solicits to vote on a proposal made by a shareholder
that the shareholder does not seek to include in the
Company's proxy statement pursuant to Rule 14a-8 unless
the Company is notified about the proposal during the
period beginning on December 18, 1998 and ending on
January 17, 1999, and the shareholder satisfies the other
requirements of Rule 14a-4(c).
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit Description
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3.1 Bylaws of Union Pacific
Corporation (as amended
effective November 19, 1998).
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, Union Pacific Corporation has duly caused
this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: November 20, 1998
UNION PACIFIC CORPORATION
By: /s/Carl W. von Bernuth
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- - Name: Carl W. von Bernuth
Title: Senior Vice President,
General Counsel and Secretary
<PAGE> INDEX
Exhibit Index
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Exhibit Description
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3.1 Bylaws of Union Pacific
Corporation (as amended effective
November 19, 1998).
Exhibit 3.1
BY-LAWS
OF
UNION PACIFIC CORPORATION
As Amended Effective as of November 19, 1998
===========================================================
BY-LAWS
OF
UNION PACIFIC CORPORATION
(AS AMENDED EFFECTIVE AS OF NOVEMBER 19, 1998)
ARTICLE I
STOCKHOLDERS MEETINGS
SECTION 1. Annual meetings of the stockholders of this
Company shall be held in Salt Lake City, Utah. Special
meetings of the stockholders of this Company may be held at
such place or places as shall be ordered by the Board of
Directors or Executive Committee, but, unless otherwise
ordered, such meetings shall be held in Salt Lake City,
Utah.
SECTION 2. Annual meetings of the stockholders, for
the purpose of electing directors and transacting any other
business, shall be held at such time as shall be ordered by
the Board of Directors or Executive Committee, but, unless
otherwise ordered, shall be held at 8:30 a.m. on the third
Friday of April in each year.
SECTION 3. A special meeting of the stockholders may
be called by the Board of Directors, the Executive Com
mittee, or by any other person who, at such time, is
authorized by the Utah Revised Business Corporation Act (the
"Act") to call a special meeting of stockholders. A request
by a stockholder for a special meeting must be accompanied
by a statement of purposes which includes at least the
information set out in clauses (i) through (vi) of Section
10(e) of Article I of these By-Laws. The objects of a
special meeting shall be stated in the order therefor, and
the business transacted shall be confined to such objects.
SECTION 4. Notice of all meetings of the stockholders
shall be given, either personally or by mail, not less than
ten nor more than sixty days prior thereto. The notice of
all special meetings shall state the objects thereof. The
failure to give notice of an annual meeting, or any
irregularity in the notice, shall not affect the validity of
such annual meeting or of any proceedings thereat. Any
stockholder may consent in writing to the holding of a
special meeting without notice. A stockholder's attendance
at a meeting: (i) waives objection to lack of notice or
defective notice of the meeting, unless the stockholder at
the beginning of the meeting objects to holding the meeting
or transacting business at the meeting because of lack of
notice or defective notice; and (ii) waives objection to
consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting
notice, unless the stockholder objects to considering the
matter when it is presented.
SECTION 5. The Board of Directors or the Executive
Committee may fix in advance a day and hour not more than
seventy days preceding any annual or special meeting of
stockholders or action of stockholders as the time for the
determination of stockholders entitled to vote at such
meeting or to take such action. Stockholders of record at
the time so fixed by the Board of Directors or the Executive
Committee and only such stockholders shall be entitled to
vote at such meeting. Each share of stock shall entitle such
record holder thereof to one vote, in person or by proxy in
writing.
SECTION 6. The Chairman of the Board, and in his
absence the Chief Executive Officer, and in their absence
the President, and in their absence one of the Vice
Presidents, shall call meetings of the stockholders to order
and act as chairman of such meetings. In the absence of all
these officers, the Board of Directors may appoint a
chairman of the meeting to act in such event; but if the
Board shall not make such appointment, then, in the absence
of all of these officers, any stockholder or proxy of any
stockholder may call the meeting to order, and a chairman
shall be elected.
SECTION 7. The Secretary of the Company shall act as
secretary at all meetings of the stockholders; but the Board
of Directors or Executive Committee may designate an
Assistant Secretary for that purpose before the meeting, and
if no such designation shall have been made, then the
presiding officer at the meeting may appoint any person to
act as secretary of the meeting.
SECTION 8. At each meeting of the stockholders the
polls shall be opened and closed and the ballots and proxies
shall be received and taken charge of by two inspectors.
Such inspectors shall be appointed before the meeting by the
Board of Directors or by the Executive Committee, and if no
such appointment shall have been made, then by the presiding
officer at the meeting; and if for any reason any of the
inspectors previously appointed shall fail to attend, or
refuse or be unable to serve, then inspectors, in place of
any so failing to attend or refusing or unable to serve,
shall be appointed by the presiding officer at the meeting.
Such inspectors need not be stockholders.
SECTION 9. Stockholders may take action on a matter at
a meeting only if a quorum exists with respect to that
matter. Unless the articles of incorporation or the Act
provide otherwise, a majority of the votes entitled to be
cast on the matter, represented in person or by proxy,
constitutes a quorum for action on that matter. If, however,
such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until
a quorum shall be present or represented. Once a share is
represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting unless a new record
date is or must be set for that adjourned meeting. If a
quorum exists, action on a matter, other than the election
of directors, by stockholders is approved if the votes cast
favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation or the Act
require a greater number of affirmative votes. Directors
are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a
quorum is present.
SECTION 10. (a) At any annual meeting of stockholders,
only such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the
Board of Directors or the Executive Committee or (ii) by any
stockholder who complies with the procedures set forth in
this Section 10.
(b) No business may be transacted at any
annual meeting of stockholders, other than business that is
either (i) specified in the notice of meeting (or any
supplement thereto) given pursuant to Section 4 of Article I
of these By-Laws, (ii) otherwise properly brought before
such meeting of stockholders by or at the direction of the
Board of Directors or (iii) otherwise properly brought
before such meeting by any stockholder (A) who is a
stockholder of record on the date of the giving of the
notice by the stockholder provided for in this Section 10
and on the record date for the determination of stockholders
entitled to vote at such annual meeting of stockholders and
(B) who complies with the notice procedures set forth in
this Section 10.
(c) No business may be transacted at any
special meeting of stockholders, other than business that is
specified in the notice of meeting (or any supplement
thereto) given pursuant to Section 4 of Article I of these
By-Laws.
(d) In addition to any other applicable
requirements, for business to be properly brought before a
meeting of stockholders by a stockholder pursuant to clause
(b) of this Section 10 such stockholder must have given
timely notice thereof in proper written form to the
Secretary of the Company. To be timely, a stockholder's
notice to the Secretary of the Company pursuant to clause
(b) of this Section 10 must be delivered to or mailed and
received at the principal executive offices of the Company
not less than ninety (90) days nor more than one hundred
twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting
of stockholders is called for a date that is not within
thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of
the annual meeting of stockholders was mailed or public
disclosure of the date of the meeting of stockholders was
made, whichever first occurs.
(e) To be in proper written form, a
stockholder's notice to the Secretary of the Company
pursuant to clause (b) of this Section 10 must set forth as
to each matter such stockholder proposes to bring before the
annual meeting of stockholders (i) a brief description of
the business desired to be brought before the meeting of
stockholders and the reasons for conducting such business at
such meeting of stockholders, (ii) the name and record
address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Company which are
owned beneficially or of record by such stockholder as of
the record date for the meeting (if such date shall then
have been made publicly available and shall have occurred)
and as of the date of such notice, (iv) a description of all
arrangements or understandings between such stockholder and
any other person or persons (including their names) in
connection with the proposal of such business by such
stockholder and any material interest of such stockholder in
such business, (v) any other information which would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with the
solicitation of proxies for the proposal pursuant to Section
14 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and the rules and regulations promulgated thereunder
if such stockholder were engaged in such a solicitation
(other than a solicitation described in Rules 14a-2(a) or
14a-2(b) promulgated under the Exchange Act), and (vi) a
representation that such stockholder intends to appear in
person or by proxy at the meeting of stockholders to bring
such business before the meeting.
(f) No business shall be conducted at the
annual meeting of stockholders except business brought
before the meeting of stockholders in accordance with the
procedures set forth in this Section 10, provided, however,
that, once business has been properly brought before the
meeting of stockholders in accordance with such procedures,
nothing in this Section 10 shall be deemed to preclude
discussion by any stockholder of any such business.
(g) If the chairman of a meeting of
stockholders determines that business was not properly
brought before a meeting of stockholders, the chairman shall
declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.
SECTION 11. (a) Subject to the rights of the holders of
any series of Preferred Stock then outstanding, only persons
who are nominated in accordance with the following
procedures shall be eligible for election as directors of
the Company. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders
called for the purpose of electing directors, (i) by or at
the direction of the Board of Directors or the Executive
Committee or (ii) by any stockholder of the Company (A) who
is a stockholder of record on the date of the giving of the
notice provided for in this Section 11 and on the record
date for the determination of stockholders entitled to vote
at such meeting and (B) who complies with the notice
procedures set forth in this Section 11.
(b) In addition to any other applicable
requirements for a nomination to be made by a stockholder
pursuant to clause (a) of this Section 11, such stockholder
must have given timely notice thereof in proper written form
to the Secretary of the Company.
(c) To be timely, a stockholder's notice to
the Secretary of the Company pursuant to clause (a) of this
Section 11 must be delivered to or mailed and received at
the principal executive offices of the Company (i) in the
case of an annual meeting of stockholders, not less than
ninety (90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately preceding
annual meeting of stockholders, provided, however, that in
the event that the annual meeting of stockholders is called
for a date that is not within thirty (30) days before or
after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day
on which notice of the date of the annual meeting of
stockholders was mailed or public disclosure of the date of
the annual meeting was made, whichever first occurs, and
(ii) in the case of a special meeting of stockholders called
for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day
on which notice of the date of the special meeting of
stockholders was mailed or public disclosure of the date of
the special meeting of stockholders was made, whichever
first occurs.
(d) To be in proper written form, a
stockholder's notice to the Secretary of the Company
pursuant to clause (a) of this Section 11 must set forth (i)
as to each person whom the stockholder proposes to nominate
for election as a director (A) the name, age, business
address and residence address of the person, (B) the
principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the
Company which are owned beneficially or of record by the
person as of the record date for the meeting (if such date
shall then have been made publicly available and shall have
occurred) and as of the date of such notice and (D) any
other information relating to the person that would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14
of the Exchange Act, and the rules and regulations
promulgated thereunder; and (ii) as to the stockholder
giving the notice (A) the name and record address of such
stockholder, (B) the class or series and number of shares of
capital stock of the Company which are owned beneficially or
of record by such stockholder as of the record date for the
meeting (if such date shall then have been made publicly
available and shall have occurred) and as of the date of
such notice, (C) a description of all arrangements or
understandings between such stockholder and each proposed
nominee and any other person or persons (including their
names) pursuant to which the nominations are to be made by
such stockholder, (D) a representation that such stockholder
intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other
information relating to such stockholder that would be
required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14
of the Exchange Act and the rules and regulations
promulgated thereunder (other than a solicitation described
in Rules 14a-2(a) or 14a-2(b) promulgated under the Exchange
Act). Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee and to
serve as a director if elected.
(e) No person shall be eligible for election
as a director of the Company unless nominated in accordance
with the procedures set forth in this Section 11. If the
chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination
was defective and such defective nomination shall be
disregarded.
SECTION 12. If and to the extent authorized by the
Board in connection with a particular meeting, stockholders
may participate in a meeting of stockholders, and such
meetings may be conducted through the use of, any means of
telecommunication permitted under the Act.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of
the Company shall be managed under the direction of, the
Board of Directors. The number of directors which shall
constitute the whole board shall be fixed from time to time
by resolution of the Board of Directors, provided that such
number shall not be less than three (3). Vacancies and
newly created directorships resulting from any increase in
the authorized number of directors may be filled by a vote
of the Board and, if the directors remaining in office
consist of fewer than a quorum of the Board, a majority of
the directors then in office, though less than a quorum, may
fill the vacancy. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor
in office. Any director appointed by the Board of Directors
to fill a directorship caused by an increase in the number
of directors shall serve until the next annual meeting or a
special meeting of the stockholders called for the purpose
of electing directors.
SECTION 2. Regular meetings of the Board of Directors
shall be held at 8:30 a.m. on such day in such months as the
Board shall from time to time designate, and no further
notice of such regular meetings shall be required. Special
meetings shall be held whenever called by order of the
Chairman or the Executive Committee or any five members of
the Board. Notice of Special meetings shall be given, at
least one day prior thereto, by personal service of written
notice upon the directors or by delivering the same at, or
transmitting the same by first class mail, facsimile
transmission, telephone or other electronic means to, their
respective residences or offices. Any director may consent
in writing to the holding of a special meeting without
notice, and the attendance or participation of any director
at a special meeting shall constitute a waiver by him of
call and notice thereof and a consent to the holding of said
meeting and the transaction of any corporate business
thereat, unless the director at the beginning of the
meeting, or promptly upon the director's arrival, objects to
holding the meeting or transacting business thereat because
of lack of notice or defective notice, and does not
thereafter vote for or assent to the action taken at the
meeting. Meetings of the Board of Directors may be held at
such place or places as shall be ordered by the Executive
Committee or by a majority of the directors in office, but
unless otherwise ordered, all meetings of the Board of
Directors shall be held at the principal executive offices
of the Company in Bethlehem, Pennsylvania.
SECTION 3. A majority of the number of directors
prescribed by Article II, Section 1 shall constitute a
quorum at all meetings of the Board. If a quorum be not
present at any meeting, a majority of the directors present
may adjourn the meeting until a later day or hour.
SECTION 4. Each director, other than active employees
of the Company, or of any subsidiary of the Company, shall
be paid an annual retainer in an amount equal to $60,000, a
portion of which may be required to be deferred as
determined by the Board of Directors, and each such director
who shall serve as the Chairman or a Co-Chairman of a
Committee of the Board shall receive an additional annual
retainer of $6,000, each retainer payable quarterly at the
end of the quarter, except that directors who attend fewer
than 75% of the Board and Committee meetings on which they
serve will be paid 75% of the annual retainer, plus a
reasonable allowance for transportation and other expenses
incurred by such director in going to any meeting of the
Board of Directors, or of any Committee of the Board, and
returning to such director's place of residence.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. There shall be an Executive Committee
consisting of such number of directors as shall be elected
thereto by the vote of the majority of the directors then in
office, whose terms of office shall continue during the
pleasure of the Board, and in addition the Chairman of the
Board, the Chief Executive Officer, the Chairman of the
Executive Committee and the President, ex officio. The
Executive Committee shall, when the Board of Directors is
not in session, have all the powers of the Board of
Directors to manage and direct all the business and affairs
of the Company in all cases in which specific directions
shall not have been given by the Board of Directors.
SECTION 2. Meetings of the Executive Committee may be
called at any time by the Chairman of the Board or a
majority of the members of the Committee, to convene at such
time and place as may be designated. The rules regarding
notice of meetings of the Board set forth in Section 2 of
Article II of these By-Laws shall apply to meetings of the
Executive Committee.
SECTION 3. A majority of the members of the Committee
shall constitute a quorum. If a quorum be not present at
any meeting, the member or members of the Committee present
may adjourn the meeting until a later day or hour.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 1. There may be elected by the Board of
Directors from its members a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Operating Officer,
one or more Vice Chairmen of the Board, and a Chairman of
the Executive Committee, and there may also be elected by
the Board of Directors an Executive Vice President-Finance,
a Senior Vice President-Human Resources, a Vice President-
Taxes, a General Counsel, a Controller, a Secretary, a
Treasurer and such other Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents as the Board shall
determine, and there may also be appointed by the Board of
Directors or Executive Committee such Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers,
Assistant Controllers, Associate General Counsels, Assistant
General Counsels, General Tax Counsels, Associate General
Tax Counsels and other officers and agents as the Board of
Directors or Executive Committee shall from time to time
determine.
SECTION 2. The Chairman of the Board shall preside,
when present, at meetings of the Board of Directors and at
meetings of the Executive Committee and shall perform such
other duties and possess such powers as may be prescribed or
conferred by the Board of Directors or the Chief Executive
Officer.
SECTION 3. The Chief Executive Officer shall have
general supervision of all departments and offices of the
Company and of the interest of the Company in all companies
controlled by it. He shall preside, in the absence of the
Chairman of the Board, at meetings of the Board of Directors
and at meetings of the Executive Committee.
SECTION 4. The President shall preside, in the absence
of the Chairman of the Board, at meetings of the Board of
Directors and the Executive Committee and shall perform such
duties and possess such powers as may be prescribed or
conferred by the Board of Directors or the Chief Executive
Officer.
SECTION 5. The Chief Operating Officer shall have day
to day operating responsibilities for the affairs of the
Company, reporting to the Chief Executive Officer, and shall
perform such duties as may be prescribed or conferred by the
Board of Directors or the Chief Executive Officer.
SECTION 6. The Chairman of the Executive Committee
shall preside, in the absence of the Chairman of the Board
and the President, at meetings of the Board of Directors and
the Executive Committee and shall perform such duties and
possess such powers as may be prescribed or conferred by the
Board of Directors, the Executive Committee or the Chief
Executive Officer.
SECTION 7. The Vice Chairmen of the Board shall
perform such duties and possess such powers as may be
prescribed or conferred by the Board of Directors or the
Chief Executive Officer.
SECTION 8. The Executive Vice Presidents and Senior
Vice Presidents shall perform such duties as may be
prescribed or conferred by the Chief Executive Officer.
SECTION 9. The Executive Vice President-Finance shall
have the direction and management of the financial affairs,
investments, strategic planning and corporate development of
the Company and of the offices in charge of the Controller,
the Treasurer and the Vice President-Taxes, and shall
perform such other duties as may be prescribed or conferred
by the Chief Executive Officer.
SECTION 10. The Senior Vice President-Human Resources
shall have the direction and management of the human
resources functions of the Company, and shall perform such
other duties as may be prescribed or conferred by the Chief
Executive Officer.
SECTION 11. The General Counsel shall have the
direction and management of all legal business of the
Company except as otherwise provided in Sections 12 and 19
of this ARTICLE IV, shall perform such duties respecting
legal matters as shall be assigned to him by the Chief
Executive Officer, and shall perform such other duties as
may be prescribed or conferred by the Chief Executive
Officer.
SECTION 12. The Vice President-Taxes shall, under the
control of the Executive Vice President-Finance, have charge
of all aspects of Federal, foreign, state and local taxes,
and shall perform such other duties as may be assigned by
the Executive Vice President-Finance.
SECTION 13. The other Vice Presidents elected and
Assistant Vice Presidents appointed from time to time shall
perform such duties and possess such powers as may be
prescribed or conferred by the Board of Directors or the
Chief Executive Officer.
SECTION 14. Except as otherwise provided herein or
directed by the Board of Directors, the Controller shall
have immediate charge of the general books, accounts and
statistics of the Company and shall be the custodian of all
vouchers, drafts, invoices and other evidences of payment
and all bonds, interest coupons and other evidences of
indebtedness which shall have been canceled. He is
authorized to approve for payment by the Treasurer vouchers,
payrolls, drafts or other accounts. He shall be furnished by
the Assistant Controllers of the Company periodically or
specially as requested by him with the approval of and in
form prescribed by the Executive Vice President-Finance,
statements of operating revenues and expenses and estimates
thereof and of expenditures and estimates on all other
accounts; and copies of all statistical data that may be
compiled in regular course and also all other information in
reference to the financial affairs and operations of the
Company and of any subsidiary company that may be required
by the Executive Vice President-Finance or the Board of
Directors. He shall submit for each regular meeting of the
Board of Directors, and, at such other times as may be
required by said Board or the Executive Vice President-
Finance, statements of operating results, of cash resources
and requirements and of appropriations for Capital
Expenditures, and shall perform such other duties as the
Executive Vice President-Finance may from time to time
direct.
The Assistant Controllers shall exercise such of the
powers and perform such of the duties of the Controller with
respect to accounting and approving or authorizing payments
as shall be assigned to them by the Controller.
SECTION 15. The Secretary shall attend all meetings of
the stockholders, the Board of Directors and the Executive
Committee, and keep a record of all their proceedings. He
shall procure and keep in his files copies of the minutes of
all meetings of the stockholders, boards of directors and
executive committees of all companies a majority of whose
capital stock is owned by this Company. He shall be the
custodian of the seal of the Company. He shall have power
to affix the seal of the Company to instruments, the
execution of which is authorized by these By-Laws or by
action of the Board of Directors or Executive Committee, and
to attest the same. He shall have supervision of the
issuance, transfer and registration of the capital stock and
debt securities of the Company. He shall perform such other
duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.
The Assistant Secretaries shall have power to affix the
seal of the Company to instruments, the execution of which
is authorized by these By-Laws or by action of the Board of
Directors or Executive Committee, and to attest the same,
and shall exercise such of the other powers and perform such
of the other duties of the Secretary as shall be assigned to
them by the Secretary.
SECTION 16. Except as otherwise provided herein or
directed by the Board of Directors, the Treasurer shall be
the custodian of all moneys, stocks, bonds, notes and other
securities of the Company. He is authorized to receive and
receipt for stocks, bonds, notes and other securities
belonging to the Company or which are received for its
account. All stocks, bonds, notes and other securities in
the custody of the Treasurer shall be held in the safe
deposit vaults of the Company or in one or more depositories
selected by the Treasurer or other officer authorized by the
Board of Directors, in each case subject to access thereto
as shall from time to time be authorized or required by the
Board of Directors, the Chief Executive Officer, or the
Treasurer. Stocks, bonds, notes and other securities shall
be deposited in the safe deposit vaults or depositories, or
withdrawn from them, only by persons and pursuant to
procedures as shall be determined by the Board of Directors,
the Chief Executive Officer or the Treasurer. The Treasurer
is authorized and empowered to receive and collect all
moneys due to the Company and to receipt therefor. All
moneys received by the Treasurer shall be deposited to the
credit of the Company in such depositories as shall be
designated by the Board of Directors, the Chief Executive
Officer, the Treasurer or such other officers as may be
authorized by the Board of Directors; and the Treasurer or
other officer designated by the Treasurer may endorse for
deposit therein all checks, drafts, or vouchers drawn to the
order of the Company or payable to it. He is also
authorized to draw checks against any funds to the credit of
the Company in any of its depositories. All such checks
shall be signed by such persons, either by manual or
facsimile signature as shall be authorized by the Board of
Directors, and countersigned if required by the Board of
Directors. The Treasurer is authorized to make
disbursements in settlement of vouchers, payrolls, drafts or
other accounts, when approved for payment by the Controller,
or such other person as shall be authorized by the Board of
Directors, the Chief Executive Officer or these By-Laws; for
payments which have been otherwise ordered or provided for
by the Board of Directors or the Chief Executive Officer;
for interest on bonds and dividends on stock when due and
payable; for vouchers, pay checks, drafts and other accounts
properly certified to by the duly authorized officers of the
Company; and for vouchers, pay checks, drafts and other
accounts approved by the officers duly authorized to approve
for payment of any company which this Company controls
through the ownership of stock or otherwise, as may be
designated in writing from time to time by the Chief
Executive Officer to the Treasurer. He shall cause to be
kept in his office true and full accounts of all receipts
and disbursements of his office. He shall also perform such
other duties as shall be assigned to him by the Executive
Vice President-Finance.
The Assistant Treasurers may exercise all powers of the
Treasurer herein conferred in respect of the receipt of
moneys and securities, endorsement for deposit and signature
of checks.
SECTION 17. The Associate General Counsels and
Assistant General Counsels shall perform such duties
respecting legal matters as shall be assigned to them by the
General Counsel.
SECTION 18. The General Tax Counsels shall be
responsible for all tax-related legal advice (including
federal tax planning and research, litigation and
legislation; tax aspects of strategic, operational and
financing transactions; and ERISA/Benefits tax matters), and
shall perform such other duties as shall be assigned to them
by the Vice President-Taxes.
SECTION 19. The Associate General Tax Counsels shall
perform such duties as shall be assigned to them by the Vice
President-Taxes or the General Tax Counsels.
SECTION 20. To the extent that a separate division
shall be created within the Company, the Chief Executive
Officer shall be authorized to appoint officers of such
division and any such officers shall perform such duties and
possess such powers as are prescribed and conferred by the
Chief Executive Officer.
ARTICLE V
SUPERVISION, REMOVAL AND SALARIES OF
OFFICERS AND EMPLOYEES
SECTION 1. Any officer or employee elected or
appointed by the Board of Directors may be removed as such
at any time by the affirmative vote of a majority of the
directors then in office, with or without cause. Any other
officer or employee of the Company may be removed at any
time by vote of the Board of Directors or of the Executive
Committee or by the officer supervising such officer or
employee, with or without cause.
SECTION 2. All officers, agents and employees of the
Company, in the exercise of the powers conferred and the
performance of the duties imposed upon them, by these By-
Laws or otherwise, shall at all times be subject to the
direction, supervision and control of the Board of Directors
or the Executive Committee.
SECTION 3. No office or position shall be created and
no person shall be employed at a salary of more than
$300,000 per annum, and no salary shall be increased to an
amount in excess of $300,000 per annum, without the approval
of the Board of Directors or Executive Committee.
SECTION 4. The Board of Directors may from time to
time vest general authority in the Chairman of the Board,
the Chief Executive Officer, the President, or the Head of
any department or office of the Company, or any such other
officer of the Company as any of the foregoing shall
designate, for the sole determination of disposition of any
matter which otherwise should be required to be considered
by the Board of Directors or the Executive Committee under
the provisions of this Article.
ARTICLE VI
CONTRACTS AND EXPENDITURES
SECTION 1. All capital expenditures, leases and
property dispositions must be authorized by the Board of
Directors or Executive Committee, except that general or
specific authority with regard to such matters may be
delegated to such officers of the Company as the Board of
Directors may from time to time direct.
SECTION 2. Expenditures chargeable to operating
expenses may be made by or under the direction of the Head
of the department or office of the Company in which they are
required, without explicit or further authority from the
Board of Directors or Executive Committee, subject to
direction, restriction or prohibition by the Chief Executive
Officer.
SECTION 3. No contract shall be made without the
approval of the Board of Directors or Executive Committee,
except as authorized by the Board of Directors or these By-
Laws.
SECTION 4. Contracts for work, labor and services and
materials and supplies, the expenditures for which will be
chargeable to operating expenses, may be made in the name
and on behalf of the Company by the Head of the department
or office of the Company concerned, or by such officer as he
shall designate, without further authority.
SECTION 5. All written contracts and agreements to
which the Company may become a party shall be approved as to
form by or under the direction of counsel for the Company.
SECTION 6. The Chief Executive Officer, the Chairman
of the Board, the President, the Heads of the departments
and offices of the Company and the Vice Presidents shall
severally have the power to execute on behalf of the Company
any deed, bond, indenture, certificate, note, contract or
other instrument authorized or approved by, or pursuant to
authority granted by, the Board of Directors or the
Executive Committee, and to cause the corporate seal to be
thereto affixed and attested by the Secretary or an
Assistant Secretary.
SECTION 7. The Board of Directors may from time to
time vest general or specific authority in such officers of
the Company as the Board of Directors shall designate for
the sole determination of disposition of any matter which
otherwise would be required to be considered by the Board of
Directors or the Executive Committee under the provisions of
this Article.
SECTION 8.For purposes of this Article VI, any
references to "officers of the Company" shall include
officers of any division of the Company and references to
the "Head of the department or office of the Company" shall
include the Head of any division of the Company or any
department or office within such a division.
ARTICLE VII
ISSUE AND CANCELLATION OF STOCK CERTIFICATES
SECTION 1. The Board of Directors shall provide for
the issue, transfer, and registration of the capital stock
of the Company in the City and State of New York, and in any
other locality which it may designate, and shall appoint the
necessary officers, transfer agents, and registrars of
transfers for that purpose.
SECTION 2. Until otherwise provided by the Board of
Directors, stock certificates shall be signed by the Chief
Executive Officer or the President or a Vice President, and
also by the Secretary or an Assistant Secretary thereunto
authorized by the Board of Directors or by the Executive
Committee.
SECTION 3. The registrar of transfers shall in every
case be a trust company to be appointed by the Board of
Directors, in accordance with the requirements of the New
York Stock Exchange, and such registration shall be
performed in accordance with the rules and regulations of
said Exchange.
ARTICLE VIII
FINAL
SECTION 1. The Company shall indemnify to the full
extent permitted by law any person made or threatened to be
made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason
of the fact that such person is or was a director, officer
or employee of the Company or serves or served at the
request of the Company any other enterprise as a director,
officer, fiduciary or employee. The indemnification
provided in this section shall include the right to receive
payment in advance of any final disposition of any expenses
incurred by any such person in connection with any such
action, suit or proceeding, consistent with the provisions
of then applicable law. For purposes of this By-Law, the
term "other enterprise" shall include any corporation,
partnership, joint venture, trust or employee benefit plan;
service "at the request of the Company" shall include
service as a director, officer or employee of the Company
which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee
benefit plan, its participants or beneficiaries; any excise
taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses;
and action by a person with respect to an employee benefit
plan in good faith which such person reasonably believes to
be in the interest of the participants and beneficiaries of
such plan shall be deemed to be action not opposed to the
best interests of the corporation. This Section 1 shall not
apply to any action, suit or proceeding pending or
threatened on the date of adoption hereof provided that the
right of the Company to indemnify any person with respect
thereto shall not be limited hereby.
SECTION 2. Any indemnification under Section 1 of this
Article VIII (unless ordered by a court) shall be made by
the Company only as authorized in the specific case upon a
determination that indemnification of the director, officer
or employee is proper in the circumstances because such
person has met the applicable standard of conduct required
by law. Such determination shall be made by the persons
authorized by the Act.
SECTION 3. Notwithstanding Sections 1 and 2 of this
Article VIII, except for proceedings to enforce
indemnification, the Company shall not be obligated to
indemnify any director, officer `or employee in connection
with a proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors. The indemnification
and advancement of expenses provided by Section 1 of this
Article VIII shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be
entitled under any law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs,
executors and administrators of such a person. Any
amendment or repeal of Section 1 or Section 2 of this
ARTICLE VIII or this Section 3 shall not limit the right of
any person to indemnity with respect to actions taken or
omitted to be taken by such person prior to such amendment
or repeal.
SECTION 4. The Common corporate seal is, and, until
otherwise ordered by the Board of Directors, shall be, an
impression upon paper or wax, circular in form, with the
words "Union Pacific Corporation" on the outer edge thereof,
and the words and figures "Corporate Seal", "1969", "Utah"
in the center thereof.
SECTION 5. Except as otherwise provided by the Act,
these By-Laws may be altered, amended or repealed at a
meeting of the stockholders by a majority vote of those
present in person or by proxy or at any meeting of the Board
of Directors by a majority vote of the directors then in
office.
