Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BURLINGTON NORTHERN SANTA FE, LLC | form8-k.htm |
Exhibit
3.1
BURLINGTON NORTHERN SANTA
FE, LLC
WRITTEN
CONSENT OF SOLE MEMBER
April
8, 2010
The undersigned, National Indemnity
Company, a Nebraska corporation (the “Sole Member”), being
the sole member of Burlington Northern Santa Fe, LLC, a Delaware limited
liability company (the “Company”), does
hereby consent to and adopt the following resolutions.
WHEREAS, the Sole Member desires
to make certain amendments to the Amended and Restated Limited Liability Company
Operating Agreement of the Company, dated as of February 12, 2010 (the “Operating
Agreement”); and
WHEREAS, Section 13 of the
Operating Agreement provides that the Operating Agreement may be modified or
amended at any time by a writing signed by the Sole Member.
NOW,
THEREFORE, BE IT:
RESOLVED, that Sections 4, 5,
8(a) and 10, respectively, of the Operating Agreement be amended and restated in
their entirety to read as follows:
4. Registered Agent and
Office. The Company’s registered office and registered agent
for service of process in the State of Delaware pursuant to Section 18-104 of
the Act shall be The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801, in the County of New Castle. The identity of the Company’s
registered agent and the location of the Company’s registered office may be
changed at will by the Sole Member.
5. Principal
Office. The principal office of the Company shall be located
at 2650 Lou Menk Drive, MOB-2, Fort Worth, Texas 76131. The location
of the Company’s office may be changed at will by the Sole Member. In
addition, the Company may maintain offices and places of business at such other
place or places within or outside the State of Delaware as the Sole Member or
the Board (as defined below) deems advisable in its sole
discretion.
8. Management of the
Company.
(a) Board of
Managers. The Company shall be managed by a Board of Managers
(the “Board”). The
number of managers on the Board (each, a “Manager”)
shall be no less than one and no more than ten. The Managers shall be
designated from time to time by the Sole Member, which may remove and replace
any Manager (or dissolve the entire Board) at any time, in its sole
discretion. As of the date hereof, there shall be seven Managers, as
follows: Warren E. Buffett, Marc D. Hamburg, Matthew K. Rose, Thomas
N. Hund, Carl R. Ice, John P. Lanigan, Jr. and Roger Nober. As of the
date hereof, Matthew K. Rose shall be appointed as the Chairman of the Board and
Roger Nober shall be appointed as the Secretary of the Board. A
majority of the Managers on the Board shall constitute a quorum. Each
Manager shall have one vote, and an action of the Board shall require the
affirmative votes of a majority of the quorum. The Board may also act
by written consent executed by at least a majority of the Managers on the
Board. The Board may delegate authority to one or more Managers,
officers, employees, agents or representatives of the Company as it may from
time to time deem appropriate. Further, the Board may, from time to
time, establish and delegate authority to such committees as it deems
appropriate. The Board shall hold regular meetings at the times,
dates and places (including, if it so desires, by telephone or video conference)
that are established by the Board. Special meetings of the Board may
be called by any Manager. Notice of any regular or special meeting
must be delivered to each Manager by telephone, facsimile, e-mail or a
nationally recognized overnight courier service no later than three business
days before the meeting. The attendance of a Manager at a meeting
shall constitute waiver of notice of such meeting. No person shall
receive any compensation for his or her service as a Manager, although the
Company will reimburse Managers for their out-of-pocket expenses incurred in
attending Board meetings.
10. Indemnification. The
Company shall indemnify the Sole Member and its affiliates, employees, owners
and agents to the maximum extent permitted by the Act. In addition,
the Company shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, demand, action,
suit or proceeding because he or she is or was a Manager or officer of the
Company or is or was serving in another position at the request of the Company,
to the maximum extent any such person could be indemnified by a Delaware
corporation under Delaware law. To the fullest extent permitted by
applicable law, expenses (including attorneys’ fees) incurred by a person
indemnified under this Section 10 defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action, suit or proceeding; provided, however, that such
payment of expenses in advance of the final disposition of the claim, demand,
action, suit or proceeding shall be made only upon receipt of an undertaking by
such person to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under this Section 10 or
otherwise. The Company may, from time to time, by action of the Sole
Member, the Board or the Chairman, President and Chief Executive Officer of the
Company, grant rights to indemnification and advancement of expenses to
employees and agents of the Company with the same scope and effects as the
provisions of this Section 10 with respect to the indemnification of and
advancement of expenses to Managers and officers of the Company. Any
such indemnification of an employee or agent may be memorialized in an
instrument executed on behalf of the Company by any officer of the Company
acting at the direction of the Sole Member, the Board or the Chairman, President
and Chief Executive Officer of the Company. Any indemnification under
this Section 10 shall be satisfied from the Company’s assets only.
RESOLVED, that the Chairman,
President and Chief Executive Officer of the Company, the Executive Vice
President Law and Secretary of the Company, or any other Executive Vice
President or Vice President of the Company be, and hereby is, acting alone or
with other officers of the Company, authorized, empowered, and directed, in the
name and on behalf of the Company, to take such action desirable or appropriate
to carry out the intent of the foregoing resolutions.
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2
IN WITNESS WHEREOF, the
undersigned, being the Sole Member of the Company, has executed this written
consent on the date first set forth above.