Attached files
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EX-3.1 - WRITTEN CONSENT OF SOLE MEMBER, DATED APRIL 8, 2010 - BURLINGTON NORTHERN SANTA FE, LLC | ex3-1.htm |
UNITED
STATES
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): April 13, 2010 (April 8,
2010)
Burlington
Northern Santa Fe, LLC
(Exact
name of registrant as specified in charter)
Delaware
(State
of Incorporation
or Organization) |
1-11535
(Commission
File Number)
|
27-1754839
(I.R.S.
Employer Identification No.)
|
2650 Lou
Menk Drive, Fort Worth, Texas
(Address
of Principal Executive Offices)
|
76131
(Zip
Code)
|
(800) 795-2673
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.03. Amendment of Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On April 8, 2010, National Indemnity
Company (the “Sole
Member”), a Nebraska corporation and the sole member of Burlington
Northern Santa Fe, LLC, a Delaware limited liability company (the “Company”), amended
and restated in their entirety certain sections of the Amended and Restated
Limited Liability Company Operating Agreement of the Company, dated as of
February 12, 2010 (the “Operating
Agreement”). The amended and restated sections provide a new
principal office of the Company and a new registered office and registered agent
for service of process in the State of Delaware, and permit the Board of
Managers of the Company (the “Board”) to delegate
authority to such committees as it deems appropriate and to act by written
consent executed by at least a majority of the Managers on the
Board. The foregoing summary does not purport to be complete and is
qualified in its entirety by the written consent of the Sole Member adopting the
amendments to the Operating Agreement, a copy of which is attached hereto as
Exhibit 3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
|
Description of Exhibit
|
3.1
|
Written
Consent of the Sole Member, dated April 8, 2010, amending the
Operating Agreement
|
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BURLINGTON
NORTHERN SANTA FE, LLC
|
|||
Date:
April 13, 2010
|
By:
|
/s/ Roger Nober | |
Name: Roger Nober | |||
Title: Executive Vice President Law and Secretary | |||