SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
May 9, 1996
NORFOLK SOUTHERN CORPORATION
(exact name of registrant as specified in its charter)
Virginia 1-8339 52-1188014
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
Three Commercial Place, Norfolk, Virginia 23510-2191
(Address of principal executive offices)
Registrant's telephone number, including area code
(804) 629-2680
No Change
(Former name or former address, if changed since last report.)
</PAGE>
Item 5. Other Events.
Effective May 9, 1996, the Board of Directors of Norfolk
Southern Corporation ("Corporation") amended the Corporation's
Bylaws to require advance written notice to the Corporate
Secretary by stockholders wishing, at any stockholders' meeting,
to (a) offer for stockholder vote a proposal otherwise
appropriate for stockholder action or (b) nominate one or more
persons for election to the Board of Directors.
The amendments to the Bylaws require that written notice be
given by a stockholder not fewer than 90, nor more than 160,
calendar days prior to the date of the annual meeting at which
the stockholder wishes to have the nomination or proposal
considered and not more than 10 days following the earlier of the
(a) date on which notice of a special meeting is mailed to
stockholders or (b) public disclosure of the date of the special
meeting is made.
Among the purposes to be accomplished by the amendments are
to avoid unfair surprise, to give the Corporate Secretary
adequate time to determine the qualifications (and possible
conflicts of interest) of stockholder nominees and to give
management of the Corporation the opportunity to advise the Board
and stockholders concerning any such nominees or proposals.
A copy of the Corporation's Bylaws, as amended, is filed as
Exhibit 3(ii) under Item 7(c).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3(ii) - Copy of Bylaws, as amended through May 9, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
/s/ D. M. Martin
(Signature)
D. M. Martin, Corporate Secretary
Date: May 17, 1996
</PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3(ii) Copy of Bylaws, as amended
through May 9, 1996.
Exhibit 3(ii)
B Y L A W S
OF
NORFOLK SOUTHERN CORPORATION
AS AMENDED
MAY 9, 1996
BYLAWS
OF
NORFOLK SOUTHERN CORPORATION
</PAGE>
ARTICLE I
Stockholders' Meetings
SECTION 1. Annual Meeting. The annual meeting of the
stockholders of the corporation shall be held on such date in
March, April, May or June as the board of directors may
designate. If the date of the annual meeting shall be a legal
holiday, the meeting shall be held on the next succeeding day not
a legal holiday.
SECTION 2. Special Meetings. Special meetings of the
stockholders shall be held whenever called by the chief executive
officer or by a majority of the directors.
SECTION 3. Time and Place. All meetings of the
stockholders shall be held at the time and place stated in the
notice of meeting.
SECTION 4. Quorum. The holders of a majority of the
outstanding shares of capital stock entitled to vote, represented
in person or by proxy, shall constitute a quorum at any meeting
of the stockholders. If less than a quorum is present at an
annual or special meeting, then a majority in interest of the
stockholders present in person or by proxy may from time to time
adjourn the meeting to a fixed time and place, no further notice
of any adjourned meeting being required. Each stockholder shall
be entitled to one vote in person or by proxy for each share
entitled to vote then outstanding in his name on the books of the
corporation.
SECTION 5. Record Date. The board of directors may
fix in advance a date as the record date for a determination of
stockholders for any purpose, such date to be not more than
seventy days before the meeting or action requiring a
determination of stockholders.
SECTION 6. Conduct of Meetings. The chief executive
officer, or any officer or director he may designate, shall
preside over all meetings of the stockholders. The secretary of
the corporation, or an assistant secretary, shall act as
secretary of all the meetings, if present. If the secretary or
an assistant secretary is not present, the chairman of the
meeting shall appoint a secretary.
The board of directors, prior to the annual meeting of
the stockholders each year, shall appoint one or more inspectors
of election to act at such annual meeting and at all other
meetings of stockholders held during the ensuing year. In the
event of the failure of the board to make such appointment or if
any inspector of election shall for any reason fail to attend and
to act at such meeting, an inspector or inspectors of election,
as the case may be, may be appointed by the chairman of the
meeting. The inspectors of election shall determine the
qualification of voters, the validity of proxies and the results
of ballots.
SECTION 7. Proposals by Stockholders. No business
may be transacted at an annual or special meeting of stockholders
other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction
of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board of directors or
(c) otherwise properly brought before the meeting by a
stockholder (i) who is a stockholder on the date of the giving of
the notice provided for in this Section 7 and on the record date
for the determination of stockholders entitled to vote at such
meeting and (ii) who gives to the corporation notice in writing
of the proposal, provided that such written notice is received at
the principal executive office of the corporation, addressed to
the Corporate Secretary, (A) in the case of an annual meeting,
not less than ninety (90) nor more than one hundred sixty (160)
calendar days prior to the anniversary date of the immediately
preceding annual meeting and, (B) in the case of a special
meeting, not later than the tenth calendar day next following the
date on which notice of the holding of the special meeting is
mailed to stockholders or public disclosure of the date of the
special meeting was made, whichever first occurs. The written
notice given to the corporation shall include (i) the specific
language on which stockholders will be asked to vote, (ii) the
name and address of such stockholder, (iii) the class or series
and number of shares of the capital stock of the corporation
which are owned beneficially and/or of record by such
stockholder, (iv) a representation as to the existence and nature
of any agreement or understanding between the proposing
stockholder and any other person or persons (including their
identities) in connection with bringing the proposal, and (v) a
representation as to any material interest of the proposing
stockholder (and the other person or persons) in the subject
matter of the proposal. The requirements of this Section 7 are
in addition to any other applicable requirements.
ARTICLE II
Board of Directors
SECTION 1. Election, Number and Term. The board of
directors shall be chosen at the annual meeting of the
stockholders. The number of the directors shall be ten, and the
directors shall be classified and shall hold office for terms as
provided in the articles of incorporation. This number may be
increased or decreased at any time by amendment of these bylaws,
but shall always be a number of not less than three. Directors
need not be stockholders. Directors shall hold office until
their successors are elected.
SECTION 2. Quorum. A majority of the number of
directors fixed by these bylaws shall constitute a quorum. If
less than a quorum is present at a meeting, then a majority of
those present may adjourn the meeting to a fixed time and place,
no further notice of any adjourned meeting being required.
SECTION 3. Vacancies. Any vacancy arising among the
directors, including a vacancy resulting from an increase by not
more than thirty percent in the number of directors last elected
by the stockholders, may be filled by a majority vote of the
remaining directors though less than a quorum unless sooner
filled by the stockholders.
SECTION 4. Meetings. Meetings of the board of
directors shall be held at times fixed by resolution of the board
or upon the call of the chief executive officer or of one-third
of the members of the board. Notice of any meeting not held at a
time fixed by a resolution of the board shall be given to each
director at least two days before the meeting at his residence or
business address or by delivering such notice to him or by
telephoning or telegraphing it to him at least one day before the
meeting. Any such notice shall contain the time and place of the
meeting. Meetings may be held without notice if all the
directors are present or those not present waive notice before or
after the meeting. The chief executive officer, or any director
he may designate, shall preside over all meetings.
SECTION 5. Committees. The board of directors may by
resolution designate an executive committee and one or more other
committees, each of which shall consist of two or more directors.
Any such committee, to the extent provided in the resolution of
the board of directors and except as otherwise provided by law,
shall have and may exercise the powers and authority of the board
of directors in the management of the business and affairs of the
corporation.
SECTION 6. Nominations of Directors. Except as
otherwise provided in the Articles of Incorporation, only persons
who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of
persons for election to the board of directors may be made at any
annual meeting of the stockholders (a) by or at the direction of
the board of directors or (b) by any stockholder (i) who is a
stockholder on the date of the giving of the notice provided for
in this Section 6 and on the record date for the determination of
stockholders entitled to vote at such meeting and (ii) who gives
to the corporation notice in writing of the nomination, provided
that such written notice is received at the principal executive
office of the corporation, addressed to the Corporate Secretary,
not less than ninety (90) nor more than one hundred sixty (160)
calendar days prior to the anniversary date of the immediately
preceding annual meeting. The written notice given to the
corporation shall include all the information about the nominee
that would be required by applicable rules and regulations of the
Securities and Exchange Commission to be included for nominees
listed in the proxy statement for such meeting and shall include
(i) the name and address of such stockholder and (ii) the class
or series and number of shares of the capital stock of the
corporation which are owned beneficially and/or of record by such
stockholder. 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.
ARTICLE III
Officers
SECTION 1. Election, Number and Term. The board of
directors, promptly after its election in each year, may elect a
chairman of the board and shall elect a president (one of whom
shall be designated chief executive officer), a secretary and a
treasurer, and may elect one or more vice chairmen and vice
presidents and may appoint such other officers as it may deem
proper. Any officer may hold more than one office except that
the same person shall not be president and secretary. Each
officer shall hold office until his successor is elected or until
his death or until he resigns or is removed in the manner
hereinafter provided.
SECTION 2. Removal. Any officer may be removed at
any time by the vote of the board of directors and any officer or
agent appointed otherwise than by the board of directors may be
removed by any officer having authority to appoint that officer
or agent.
SECTION 3. Vacancies. Vacancies among the officers
elected by the board of directors shall be filled by the
directors.
SECTION 4. The Chief Executive Officer. The chief
executive officer, subject to the control of the board of
directors, shall in general supervise and control all of the
business and affairs of the corporation. All officers and
agents, other than officers or agents elected or appointed by the
board of directors, shall be appointed by the chief executive
officer or by the heads of departments, subject to the approval
of the chief executive officer. Unless otherwise specifically
provided in these bylaws or by direction of the board of
directors, the chief executive officer or, at his direction, any
officer, employee or agent of the corporation designated by him,
may sign and execute all representations, securities, conveyances
of real and personal property, leases, licenses, releases,
contracts and other obligations and instruments in the name of
the corporation.
SECTION 5. The Vice Chairmen and Vice Presidents.
The vice chairmen and the vice presidents shall perform such
duties as from time to time may be assigned to them by the chief
executive officer or by the board of directors. In the absence
of the chief executive officer, or in the event of his death,
inability or refusal to act, the officer designated by the chief
executive officer or the board of directors shall perform the
duties of the chief executive officer, and, when so acting, shall
have all the powers of and be subject to all the restrictions
upon the chief executive officer. Any vice chairman or vice
president may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation.
SECTION 6. The Secretary. The secretary shall:
(a) keep the minutes of the meetings of the stockholders and the
board of directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed
to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (d) keep a
register of the post office address of each stockholder which
shall be furnished to the secretary by such stockholders; (e)
sign with the chairman of the board, a vice chairman, the
president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him by the
chief executive officer or by the board of directors.
SECTION 7. The Treasurer. If required by the board
of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the board of directors shall determine. He shall:
(a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article
IV of these bylaws; (b) when duly authorized, disperse all moneys
belonging or coming to the corporation; and (c) in general
perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by
the chief executive officer or by the board of directors.
SECTION 8. Assistant Secretaries and Assistant
Treasurers. The assistant secretaries, when authorized by the
board of directors, may sign with the chairman of the board, a
vice chairman, the president or a vice president certificates for
shares of the corporation the issuance of which shall have been
authorized by a resolution of the board of directors. The
assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the board of
directors shall determine. The assistant secretaries and
assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer,
respectively, or by the chief executive officer or the board of
directors.
SECTION 9. Salaries. The salaries of the officers
elected by the board of directors shall be fixed by the board of
directors. The salaries of all other officers shall be fixed by
the chief executive officer or by the heads of departments,
subject to the approval of the chief executive officer.
ARTICLE IV
Checks and Deposits
SECTION 1. Checks and Drafts. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 2. Deposits. All funds of the corporation
not otherwise employed shall be deposited from time to time to
the credit of the corporation in such banks, trust companies or
other depositories as may be selected in a manner authorized by
the board of directors.
ARTICLE V
Certificate of Stock
Each stockholder shall be entitled to a certificate or
certificates of stock in such form as may be approved by the
board of directors signed by the chairman of the board, a vice
chairman, the president or a vice president and by the secretary
or an assistant secretary or the treasurer or any assistant
treasurer.
All transfers of stock of the corporation shall be
made upon its books by surrender of the certificate for the
shares transferred accompanied by an assignment in writing by the
holder and may be accomplished either by the holder in person or
by a duly authorized attorney in fact.
In case of the loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued upon
such terms not in conflict with law as the board of directors may
prescribe.
The board of directors may also appoint one or more
transfer agents and registrars and may require stock certificates
to be countersigned by a transfer agent or registered by a
registrar or may require stock certificates to be both
countersigned by a transfer agent and registered by a registrar.
If certificates of capital stock of the corporation are signed by
a transfer agent or by a registrar (other than the corporation
itself or one of its employees), the signature thereon of the
officers of the corporation and the seal of the corporation
thereon may be facsimiles, engraved or printed. In case any
officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death,
resignation or otherwise, such certificate or certificates may
nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon
had not ceased to be such officer or officers of the corporation.
ARTICLE VI
Seal
The seal of the corporation shall be a flat-faced
circular die, of which there may be any number of counterparts,
with the word "SEAL" and the name of the corporation and the
state and year of incorporation engraved thereon.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall begin on the
first day of January and end on the thirty-first day of December
in each year.
ARTICLE VIII
Voting of Stock Held
Unless otherwise ordered by the board of directors,
the chief executive officer, or his designee, shall have full
power and authority in behalf of the corporation to attend and to
act and to vote at any meetings of stockholders of any
corporation in which the corporation may hold stock, and at any
such meeting shall possess and may exercise any and all the
rights and powers incident to the ownership of such stock, which,
as the owner thereof, the corporation might have possessed and
exercised if present, and may sign proxies on behalf of the
corporation with respect to any such meeting or sign consents on
behalf of the corporation with respect to corporate actions
permitted without a meeting of stockholders. The board of
directors, by resolution, from time to time, may confer like
powers upon any other person or persons.
ARTICLE IX
Amendments
These bylaws may be altered, amended or repealed and
new bylaws may be adopted by the board of directors at any
regular or special meeting of the board of directors.
