NSC » Topics » Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

This excerpt taken from the NSC 8-K filed Sep 30, 2009.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2009, the Registrant's Board of Directors approved and adopted amendments to the Registrant's Bylaws to require majority voting for the election of directors in uncontested elections.

The amendments were effective immediately upon approval by the Board.  The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Registrant's Bylaws, which are attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

This excerpt taken from the NSC 8-K filed Jan 30, 2009.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2009, the Registrant's Board of Directors approved and adopted amendments to the Registrant's Bylaws which expand the disclosures that stockholders must make to the Registrant when bringing a proposal or nominating a director, confirm the election by the Registrant to opt out of Virginia's Control Share Acquisitions Statute, and make certain other technical and clarifying changes.

The amendments were effective immediately upon approval by the Board.  The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Registrant's Bylaws, which are attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

This excerpt taken from the NSC 8-K filed Sep 22, 2008.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 Bylaw Amendment

             On September 22, 2008, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, effective immediately, to increase the number of directors from 10 to 11 and elected Michael D. Lockhart to fill the resulting vacancy.  The amended Bylaws are attached hereto as Exhibit 3(ii).

This excerpt taken from the NSC 8-K filed Feb 25, 2008.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 Bylaw Amendment

             On February 22, 2008, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, effective immediately, to increase the number of directors from 9 to 10 and elected Karen N. Horn to fill the resulting vacancy.  The amended Bylaws are attached hereto as Exhibit 3(ii).

This excerpt taken from the NSC 8-K filed Jan 25, 2008.

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 22, 2008, the Board of Directors amended the Bylaws of Norfolk Southern Corporation to decrease the number of directors from ten to nine effective as of February 1, 2008.  The amended Bylaws are attached hereto as Exhibit 3.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                            SIGNATURES

                                                            NORFOLK SOUTHERN CORPORATION

                                                            (Registrant)

                                                            /s/ Dezora M. Martin

                                                            _________________________________

                                                            Name:  Dezora M. Martin
                                                            Title:    Corporate Secretary

Date:  January 25, 2008

EXHIBIT INDEX

Exhibit Number

Description

10.1

Norfolk Southern Corporation Outside Directors' Deferred Stock Unit Program

10.2

2008 Award Agreement between Norfolk Southern Corporation and 

Gerald L. Baliles, dated January 24, 2008

10.3

2008 Award Agreement between Norfolk Southern Corporation and 

Daniel A. Carp, dated January 24, 2008

10.4

2008 Award Agreement between Norfolk Southern Corporation and 

Gene R. Carter, dated January 24, 2008

10.5

2008 Award Agreement between Norfolk Southern Corporation and 

Alston D. Correll, dated January 24, 2008

10.6

2008 Award Agreement between Norfolk Southern Corporation and

Landon Hilliard, dated January 24, 2008

10.7

2008 Award Agreement between Norfolk Southern Corporation and 

Burton M. Joyce, dated January 24, 2008

10.8

2008 Award Agreement between Norfolk Southern Corporation and 

Steven F. Leer, dated January 24, 2008

10.9

2008 Award Agreement between Norfolk Southern Corporation and 

Jane M. O'Brien, dated January 24, 2008

10.10

2008 Award Agreement between Norfolk Southern Corporation and

J. Paul Reason, dated January 24, 2008

3

Bylaws of Norfolk Southern Corporation

This excerpt taken from the NSC 8-K filed Jan 27, 2006.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 Bylaw Amendments

             On January 23, 2006, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, effective immediately, to increase the number of directors from 11 to 12 and elected Daniel A. Carp to fill the resulting vacancy.  The amended Bylaws are attached hereto as Exhibit 3(ii).

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