Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 33 146K
2: EX-3 Exhibit 3.2 9 35K
3: EX-4 Exhibit 4.16E 10 31K
4: EX-4 Exhibit 4.17C 12 29K
5: EX-10 Exhibit 10.10 67 222K
6: EX-10 Exhibit 10.15 96 292K
7: EX-10 Exhibit 10.26 3 16K
8: EX-10 Exhibit 10.60 6 28K
9: EX-10 Exhibit 10.61 21 70K
10: EX-10 Exhibit 10.62 21 70K
11: EX-10 Exhibit 10.63 21 70K
12: EX-10 Exhibit 10.64 21 70K
13: EX-10 Exhibit 10.65 21 70K
14: EX-10 Exhibit 10.66 21 70K
15: EX-10 Exhibit 10.67 51 214K
16: EX-10 Exhibit 10.68 8 23K
17: EX-10 Exhibit 10.69 1 7K
18: EX-13 Annual or Quarterly Report to Security Holders 29 115K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
22: EX-99 Exhibit 99.1 2 10K
21: EX-99 Miscellaneous Exhibit 2 9K
EX-3 — Exhibit 3.2
| EX-3 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
BY-LAWS
OF
CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY
(FORMERLY CHICAGO AND NORTH WESTERN HOLDINGS CORP.)
CURRENT AS OF MAY 9, 1994
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of
the stockholders of the Corporation shall be held at such place
either within or without the State of Delaware as the Board of
Directors may determine.
Section 2. Annual and Special Meetings. Annual
meetings of stockholders shall be held, at a date, time and place
fixed by the Board of Directors and stated in the notice of
meeting, to elect Directors and to transact such other business
as may properly come before the meeting. Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called at any time by the Board of Directors, or by a majority
of the members of the Board of Directors, or by a committee of
the Board of Directors which has been duly designated by the
Board of Directors and whose powers and authority as provided in
a resolution of the Board of Directors or these By-laws, include
the power to call such meetings. Special meetings of stockholders
of the Corporation may not be called by another person or
persons.
Section 3. Notice Requirements; Director
Nominations. (a) Except as otherwise provided by law, at least
10 and not more than 60 days before each meeting of stockholders,
written notice of the time, date and place of the meeting, and,
in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given to each stockholder.
At each meeting of stockholders only such business may be
conducted as is (i) specified in the written notice of meeting
given by or at the direction of the Board of Directors of the
Corporation or Committee thereof, (ii) brought before the meeting
by the Board of Directors of the Corporation or Committee thereof
or by the Chairman of such meeting or (iii) specified in a
written notice given by or on behalf of a stockholder of record,
provided that written notice of such stockholder's intention to
make a proposal or proposals at such meeting has been given,
either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (1)
with respect to proposals to be considered at an annual meeting
of stockholders, 60 calendar days in advance of the date in the
- 2 -
current fiscal year of the Corporation corresponding to the date
the Corporation released in its proxy statement to stockholders
in connection with the annual meeting for the immediately
preceding year and (2) with respect to proposals to be considered
at a special meeting of stockholders, at the close of business on
the seventh day following the date on which notice of such
meeting is first given to stockholders. Each such notice of a
stockholder shall set forth: (i) the name and address of the
stockholder who intends to make the proposal and the number of
shares of the Corporation's capital stock owned or controlled by
such stockholder, (ii) a representation that the stockholder is
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to make the proposal specified in the
notice and (iii) such other information regarding each proposal
to be made by such stockholder as would be required to be
included in a proxy statement filed pursuant to the then current
proxy rules of the Securities and Exchange Commission with
respect to such proposals. The Chairman of the meeting may
refuse to acknowledge any proposal not made in compliance with
the foregoing procedures.
(b) Nominations for the election of Directors may be
made by the Board, a committee appointed by the Board, any
stockholder entitled to vote generally in the election of
Directors or any stockholder entitled to nominate directors
pursuant to the Second Amended and Restated Stockholders
Agreement, dated as of March 30, 1992, among the Company, the
stockholders named therein (the "Stockholders Agreement") and the
other parties thereto. However, any stockholder entitled to vote
generally in the election of Directors (other than stockholders
party to the Stockholders Agreement) may nominate one or more
persons for election as Directors at a meeting only if written
notice of such stockholder's intent to make such nominations has
been given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Corporation not later
than (i) with respect to an election to be held at an annual
meeting of stockholders, 60 calendar days in advance of the date
in the current fiscal year of the Corporation corresponding to
the date the Corporation released its proxy statement to
stockholders in connection with the annual meeting for the
immediately preceding year and (ii) with respect to an election
to be held at a special meeting of stockholders for the election
of Directors, the close of business on the seventh day following
the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (i) the name and
address of the stockholder who intends to make the nomination and
of the person or persons to be nominated, (ii) a representation
that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (iii) a
description of all arrangements or understandings between the
- 3 -
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder, (iv) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the then current proxy rules of the Securities and
Exchange Commission, if the nominee were to be nominated by the
Board of Directors and (v) the consent of each nominee to serve
as a Director of the Corporation if so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
Section 4. Quorum. At any meeting of stockholders,
the holders of record, present in person or by proxy, of a
majority of the Corporation's issued and outstanding shares of
capital stock entitled to vote at such meeting shall constitute a
quorum for the transaction of business, except as otherwise
provided by law. A quorum, once established, shall not be broken
by the withdrawal of holders of enough votes to leave less than a
quorum and the holders present may continue to transact business
notwithstanding such withdrawal. In the absence of a quorum, any
officer entitled to preside at or to act as secretary of the
meeting shall have power to adjourn the meeting from time to time
until a quorum is present.
Section 5. Voting. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, all
matters submitted to a meeting of stockholders shall be decided
by vote of the holders of a majority of the stock having voting
power, present, in person or by proxy, at such meeting. At each
meeting of stockholders for the election of Directors at which a
quorum is present, the persons receiving a plurality of the votes
cast shall be elected Directors.
ARTICLE II
DIRECTORS
Section 1. Number, Election and Removal of
Directors. The number of Directors that shall constitute the
Board of Directors shall be not less than one nor more than
fifteen. The number of Directors shall be fixed or changed from
time to time, within the minimum and maximum, by the Board of
Directors. The Directors need not be stockholders. The
Directors shall be elected by the stockholders at their annual
meeting, except as may otherwise be provided in this Section 1 of
this Article II, and each Director elected shall hold office
until his successor is elected and qualified or until his death,
- 4 -
retirement, resignation or removal. Except as may otherwise be
provided pursuant to Article FOURTH of the Certificate of
Incorporation with respect to any rights of holders of preferred
stock to elect additional Directors, should a vacancy in the
Board of Directors occur or be created (whether arising through
death, retirement, resignation or removal or through an increase
in the number of authorized Directors), such vacancy shall be
filled by the affirmative vote of a majority of the Directors
then in office (subject to the provisions of the Stockholders
Agreement), although less than a quorum. A Director so elected
to fill a vacancy shall serve for the remainder of the term of
the class to which he was elected.
Section 2. Meetings; Consent in Writing. Regular
meetings of the Board of Directors shall be held at such times
and places as may from time to time be fixed by the Board of
Directors or as may be specified in a notice of meeting. Special
meetings of the Board of Directors may be held at any time upon
the call of the President and shall be called by the President or
Secretary if directed by the Board of Directors. Telegraphic or
written notice of each special meeting of the Board of Directors
shall be sent to each Director not less than twenty-four hours
before such meeting. A meeting of the Board of Directors may be
held without notice immediately after the annual meeting of the
stockholders. Notice need not be given of regular meetings of
the Board of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board of Directors or committee, as
the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
of Directors or committee.
Section 3. Quorum. A majority of the total number of
Directors, or, in the case of a meeting of a committee of the
Board of Directors, a majority of the members, shall constitute a
quorum for the transaction of business. If a quorum is not
present at any meeting of the Board of Directors, the Directors
present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until such a quorum is
present. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the act of a majority of the
Directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors.
Section 4. (a) Committees of Directors. The Board of
Directors may, by resolution adopted by the affirmative vote of a
majority of the total number of Directors designate one or more
committees, including without limitation an Executive Committee,
to have and exercise such power and authority as the Board of
- 5 -
Directors shall specify. In the absence or disqualification of a
member of a committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint
other Directors to act at the meeting in place of any such absent
or disqualified member.
(b) The Executive Committee of the Corporation,
currently consisting of Robert Schmiege, Chairman, and Messrs.
James J. Mossman and James R. Birle, shall have and may exercise,
by majority vote of its members, all the powers and authority of
the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but
the Executive Committee shall not have the power or authority in
reference to amending the Certificate of Incorporation of the
Corporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, amending the
By-laws of the Corporation, declaring a dividend or authorizing
the issuance of stock. All action taken by the Executive
Committee shall be reported to the Board of Directors at the
meeting thereof next succeeding such action.
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a
Chief Executive Officer, a President, a Secretary, a Treasurer
and such other additional officers with such titles as the Board
of Directors shall determine, all of whom shall be chosen by and
shall serve at the pleasure of the Board of Directors. Such
officers shall have the usual powers and shall perform all the
usual duties incident to their respective offices. All officers
shall be subject to the supervision and direction of the Board of
Directors. The authority, duties or responsibilities of any
officer of the Corporation may be suspended by the President with
or without cause. Any officer elected or appointed by the Board
of Directors may be removed by the Board of Directors with or
without cause.
- 6 -
ARTICLE IV
GENERAL PROVISIONS
Section 1. Notices. Whenever any statute, the
Certificate of Incorporation or these By-laws require notice to
be given to any Director or stockholder, such notice shall be
deemed to have been given when it is sent by telegram, telex or
telecopy or hand delivered or deposited in the United States
mail, as the case may be. A waiver of such notice in writing
signed by the person or persons entitled thereto, whether before
or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting except where
a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.
Section 2. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors.
ARTICLE V
INDEMNIFICATION, ETC.
Section 1. Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to or
is involved in or called as a witness in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and any appeal therefrom (hereinafter,
collectively a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative,
is, was or had agreed to become a director or officer or Delegate
(as defined herein) of the Company shall be indemnified and held
harmless by the Company to the fullest extent permitted under the
Delaware General Corporation Law (the "DGCL"), as the same now
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than the DGCL
permitted the Company to provide prior to such amendment) against
all expenses (including, but not limited to, attorneys' fees and
expenses of litigation) and all liabilities and losses
(including, but not limited to, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
incurred or suffered by such person in connection therewith;
provided, that except as provided in Section 3 hereof, the
- 7 -
Company shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Company.
For the purpose of this Article, a "Delegate" is any
person serving at the request of the Company as a director,
officer, trustee, fiduciary, partner, employee or agent of an
entity or enterprise other than the Company (including, but not
limited to, service with respect to employee benefit plans).
For the purpose of this Article, an "officer" is any
person elected, appointed or otherwise chosen by the Board of
Directors of the Company, in accordance with Article III of the
By-laws, and any attorney at law, who is an officer or employee
of the Company or of any subsidiary of the Company, when acting
as an attorney at law for the Company or any subsidiary of the
Company.
Section 2. Expenses. Expenses, including attorneys'
fees, incurred by a person referred to in Section 1 of this
Article in defending or otherwise being involved in a proceeding
shall be paid by the Company in advance of the final disposition
of such proceeding, including any appeal therefrom, upon receipt
of an undertaking (the "Undertaking") by or on behalf of such
person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Company;
provided, that in connection with a proceeding (or part thereof)
initiated by such person, except as provided in Section 3 hereof,
the Company shall pay such expenses in advance of the final
disposition only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Company. The
Undertaking shall provide that if the person to whom the expenses
were advanced has commenced proceedings in a court of competent
jurisdiction to secure a determination that he or she should be
indemnified by the Company, such person shall not be obligated to
repay the Company during the pendency of such proceeding.
Section 3. Protection of Rights. If a claim under
Section 1 is not promptly paid in full by the Company after a
written claim has been received by the Company or if expenses
pursuant to Section 2 have not been promptly advanced after a
written request for such advancement accompanied by the
Undertaking has been received by the Company, the claimant may at
any time thereafter bring suit against the Company to recover the
unpaid amount of claim or the advancement of expenses. If
successful, in whole or in part, in such suit such claimant shall
also be entitled to be paid the reasonable expense thereof. It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
- 8 -
Undertaking has been tendered to the Company) that the claimant
has not met the standards of conduct which make it permissible
under the DGCL for the Company to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be
on the Company. Neither the failure of the Company (including
its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination that indemnification
of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct, required under the
DGCL, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel, or its
stockholders) that this claimant had not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of
conduct.
Section 4. Employees and Agents. The Board of
Directors shall have the authority, by resolution, to provide for
such indemnification of employees or agents of the Company as it
shall deem appropriate.
Section 5. Non-Exclusivity of Rights. The rights
conferred on any person by this Article shall not be exclusive of
any other right which such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
By-law, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 6. Insurance. The Company may maintain
insurance, at its expense, to protect itself and any director,
officer, Delegate, employee, or agent, of the Company against any
expenses, liabilities or losses, whether or not the Company would
have the power to indemnify such person against such expenses,
liabilities, or losses under the DGCL.
Section 7. Contractual Nature. The provisions of this
Article shall be applicable to all proceedings, regardless of
when commenced, whether such arise out of events, acts or
omissions which occurred prior or subsequent to such adoption,
and shall continue as to a person who has ceased to be a
director, officer or Delegate and shall inure to the benefit of
the heirs, executors and administrators of such person. The
rights conferred by this Article shall be contract rights
enforceable by each person who, at any time that this Article is
in effect, serves or agrees to serve in any capacity which
entitles that person to indemnification hereunder, and any repeal
or other modification of this Article or any repeal or
modification of the DGCL or any other applicable law shall not
limit any rights of indemnification then existing or arising out
of events, acts or omissions occurring prior to such repeal or
modification, including, without limitation, the right to
- 9 -
indemnification for proceedings commenced after such repeal or
modification to enforce this Article with regard to acts,
omissions or events arising prior to such repeal or modification.
Section 8. Subrogation. In the event of any payment
under this Article to a person indemnified hereunder, the Company
shall be subrogated to the extent of such payment to all of the
rights of recovery of such person, who shall execute all papers
required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.
Section 9. Severability. If this Article or any
portion hereof shall be invalidated or held to be unenforceable,
such invalidity or unenforceability shall not affect the other
provisions hereof, and this Article shall be construed in all
respects as if such invalid or unenforceable provisions had been
omitted therefrom.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/22/95 |
| For Period End: | | 12/31/94 | | | | | | | 10-K/A |
| | 5/9/94 | | 1 |
| | 3/30/92 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000854884-95-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 2:14:02.1am ET 