Lake Shore Model Railroad Association By-Laws Revised October 10, 1997; August 10, 2007 ARTICLE I - Authority and Purpose Section 1. The authority for the by-laws within are derived from the Lake Shore Model Railroad Association Constitution under Article VII entitled ”By-Laws”, and further by the statutes of the State of Illinois. Section 2. The purposes of the by-laws are: A. To set down rules which are to be followed in regulating the general affairs of the LSMRA. B. To advise the rights, duties and powers of the membership and officers in relation to the Association and among themselves. ARTICLE II - Meetings Section 1. The Association shall hold no less than one regular business meeting per quarter as set forth in the Constitution, providing a quorum is attained. The announcement of the next regular business meeting shall be made no later than the close of the prior business meeting. Section 2. The order of business at the regular meetings of the membership shall be as follows: A. Call the meeting to order. B. Voting on approval of the minutes of the previous meeting. C. Treasurer’s report. D. Executive Council .report. E. Maintenance and Operations report. F. Committee reports. G. Report of Old Business. H. Election of Officers(if necessary). I. Installation of Officers( if necessary). J. Report of New Business. K. Open forum. L. Selection of date, time, place of the next business meeting. M. Adjournment. Section 3. At any regular or special meeting of the Association, one-third of the voting members who are currently in good standing at the start of the meeting shall constitute a quorum. Page 1 of 4 ARTICLE III - Nomination, Ballots, and Voting Section 1. In a written report, the Nominating Committee shall present a list of candidates for each office to the Secretary at the November business meeting. Voting members anticipating absence at this meeting may mail their written nominations to the Secretary no later than five days before the November meeting to be valid. Section 2. The LSMRA Secretary shall compile all nominations and issue a ballot to all active voting members in good standing no later than fourteen (14) days following the November business meeting. Section 3. Members wishing to cast their ballot can do so at the December meeting or return them by mail to the Association in time to be deposited in the ballot box by election time at the December meeting. Any mailed ballots are to remain sealed until counted by the Nomination Committee. Section 4. The ballots shall be tabulated by the Nominating Committee. The results of the election will be announced by the secretary at the December meeting. ARTICLE IV - Officers Section 1. The President shall perform the usual duties of such office and shall preside at the regular, special and Executive Council meetings. Section 2. The Executive Vice President shall aid and assist the President in any way possible. Section 3. The duties of the Secretary shall be as follows: A. To keep minutes of the business or any other meetings of the LSMRA members as a whole. To keep minutes of the Executive Council meetings. B. To sign, countersign or attest all official papers and perform the usual duties of the Secretary. Section 4. The duties of the Treasurer shall be as follows: A. To keep a record of all funds received and funds paid out by the LSMRA. B. To set up and maintain an account for the LSMRA in an FDIC approved banking institution. Facilitate the authorization of the President, Executive VP, Secretary and Treasurer, for receipt and distribution of LSMRA funds via the following guidelines. 1. All actual disbursements of LSMRA funds are to be approved by no fewer than 2 Executive Council members. 2. A third Executive Council member not approving the disbursement is authorized to issue and sign the check as the actual disbursement agent. Page 2 of 4 C. To balance the LSMRA financial records and prepare a written financial report at each business meeting and at the end of the fiscal year. To provide a written financial report at such other times as requested by the Executive Council. D. Provide for an annual audit of the financial records at the end of the fiscal year with the newly elected Treasurer or another member of the Association if the incumbent Treasurer is re-elected. E. To be chairman of the Budget and Finance Committee. The committee shall be composed of the Executive Council. Section 5. The duties of Vice President of Operations shall be as follows: A. To be chairman of the Construction and Maintenance-of-way Committee. B. Supervise present or planned work or projects on the layout. C. Foster the development and implementation of ways and means to improve the layout infrastructure. D. Provide for the general maintenance of the layout as required. ARTICLE V - Committees Section 1. The Nominating Committee shall consist of a chairman and two members from the general membership. The committee shall investigate, submit, and nominate candidates for the offices of the LSMRA in accordance with Article III of the By- Laws and applicable Articles in the Constitution. Section 2. The President shall establish any additional committees as may be required for temporary or continuing purposes. ARTICLE VI - Amendments Section 1. The by-laws may be amended or changed at will by a 51% majority of votes cast by the eligible voting members. The changes must meet the following criteria: A. Consistent with the laws of the State of Illinois and of the United states of America. B. Consistent with the corporate charter. C. Capable of being complied with. D. Not in violation of a vested or contractual right. Page 3 of 4 Section 2. The Association, by amending its by-laws, may make reasonable changes in the methods of administration and doing business, but no changes can be made which will deprive a member of substantial rights conferred, expressly or implied by his contract with the Association. ARTICLE VII - Dues Section 1. The LSMRA dues will be structured ratably for Voting, Junior, Associate and Life memberships in accordance with Article II of the LSMRA Constitution. Section 2. Any changes in the dues structure can be made by a vote of the membership on a written ballot with 51% of the eligible voting members being defined as the majority. Section 3. Associate dues are payable in full upon initial acceptance by the LSMRA of the application. Renewal of Associate dues is thereafter payable on a semi-annual or annual basis. Section 4. Initiation fees are due for Junior and Voting applicants within two months of the applicants acceptance as a member by the LSMRA . The Junior and Voting Member dues are payable in monthly or annual payments. The annual dues payment amount will be equivalent to 10 times the monthly rate in effect at the time of the annual payment. Only one years’ annual dues payment may be accepted within a 12 month period. Section 5. A Voting/Youth member with dues more than three months past due will be sent a reminder letter to bring dues current. After the reminder letter has been sent, if the Voting/Youth member becomes more than five months past due then membership will be terminated per policy and member will be required to reapply. Executive Council will have discretion to work with the member to bring dues current or seek Inactive Status. (Section 5 added 8/10/07) ARTICLE VIII - Loans Section 1. Any personal property of a LSMRA member is only acceptable as a loan to the LSMRA if specifically identified in writing with the property identified as to ownership. The maintenance of records of loaned material is the responsibility of the Vice-President of Operations. Section 2. The membership shall have sole right to accept or reject proposed loan materials. Any accepted loan material shall be subject to review by the Executive Council minimally on a semi-annual basis. Section 3. Any loaned material is at the sole risk of the owner and the LSMRA assumes no liability for said property. Section 4. No loaned material will be permanently attached to the layout. LSBYLAW.wps - 8/10/07 Page 4 of 4