ARTICLE I – GOVERNANCE 

1.1  Board of Governors

The Pacific Southern Railway Company, a nonprofit corporation ("the Club"), shall be governed by a Board of Governors ("the Board") to be elected by the Full Members as herein provided.

1.2 Election of Governors

The Board shall consist of Geoffrey D. Green and. four additional Governors, who shall be Full Members, elected to four-year terms. One Governor shall be elected each year by the Full Members at the Annual Meeting. Nominations for Governor may he made either at the Annual Meeting or in advance by a notice signed by two

Full Members and posted on the Club bulletin board.

1.3 Vacancy

If a position on the Board becomes vacant, the Full Members may elect a replacement to complete the unexpired term. Such election may be held at an Annual Meeting, a general meeting or a special meeting called for that purpose.

1.4 Board Officers

The Board shall elect each year from among the Governors a Chairman, Treasurer and Recording Secretary.

1.5 Board Meetings

The Board shall meet as required to conduct the business of the Club.  Decisions shall be by majority vote unless otherwise specified herein.

1.6 Annual Meeting

The Club shall hold the Annual Meeting in January of each year, the date to be posted on the Club bulletin board two weeks in advance, for the purpose of elections, presentation of reports and whatever additional business is to be considered.

1.7 General meetings

The Board will sponsor at least one general meeting in each calendar quarter to report on its activities and the general status of the Club. At all meetings, any member may propose, and the Full Members may vote, an non-binding motions or resolutions to guide the Board in its governance of the Club.

1.8 Special

Any Full Member, upon collection of the signatures of fifty percent (50%) of the Full Members, may require the Board to convene a special meeting of the Club to review actions of the Board. A two-thirds vote of a quorum present and voting at such a meeting will overrule the Governors.

ARTICLE II – ADDITIONAL OFFICERS AND COMMITTEES

2.1 Appointments

'Ihe Board may appoint additional officers and committees as it deems necessary to conduct the affairs of the Club. Such additional officers and heads of such committees shall be Full Members.

2.2 Revisions

The Board may revise its appointments at any time.

ARTICLE III – MEMBERSHIP

3.1 Categories

There shall be five categories of membership:  Provisional Member, Full Member, Associate Member, Junior Member and Inactive Member. Members in all categories except Junior Member shall be at least 18 years of age.

3.2 Provisional Member

(a) A Provisional Member is a candidate for Full Member or Associate Member. An applicant for Provisional Member most submit an application, pay the initiation fee and pay actual dues as a Full Member pro-rated until the end of the current fiscal year.

(b) A Provisional Member in good standing shall enjoy all privileges of the Club except the right to vote and the right to hold office.

(c) A Provisional Member in good standing may be elected to Full Member (or Associate Member if such member so requests) by unanimous vote of the Board. The Board will consider each Provisional Member from time to time for such purpose.

3.3 Full Member

A Full Member in good standing shall enjoy all privileges of the Club, including the right to vote and the right to hold office.

3.4 Associate Member

(a) An Associate Member in good standing shall enjoy all privileges of the Club, except the right to vote and the right to hold office.

(b) An Associate Member in good standing may become a Full Member by paying the difference between the annual dues for Associate Member pro-rated until the end of the current fiscal year and the annual dues for Full Member similarly pro-rated. A Full Member may become an Associate Member by submitting a written request to the Board.

3.5 Junior Member

A Full Member may sponsor one (1) member under the age of 18 as a Junior Member. A Junior Member in good standing shall enjoy all privileges of the Club, except the right to vote and the right to hold office. The sponsoring Full Member shall be responsible and accountable for the actions of a Junior Member.

3.6 Inactive Member

(a) Inactive Members may not vote or hold office. Any Full Member or Associate Member in good standing may became an Inactive Member by submitting a written request to the Board.

(b) An Inactive Member may return to Full Member or Associate Member by submitting a written request to the Board and paying dues pro-rated until the end of the current fiscal year for the membership category selected.

3.7 Miscellaneous

(a) The term " member" shall mean a member of any class.

(b) The maximum number of members in each class shall be determined by the Board from time to time as circumstances of the Club shall dictate.

(c) Any refund of dues upon change of membership class shall be at the discretion of the Board.

(d) A member whose dues are in arrears shall not be considered in to be in good standing.

(e) Pro-rating of dues shall be by month.

(f) Resignations shall be made in writing to the Board.

3.8 Charter Members

The following shall be recorded as Charter Members:

ARTICLE IV – MEMBERSHIP MAINTENANCE

4.1 Delinquent Dues

If a member fails to pay dues by the end of the quarter during which such dues are payable, the Board shall notify such member, in writing, of the delinquency. If the amount owing remains unpaid at the end of the next quarter, the member will be deemed to have resigned, except that the Board may give an additional grace period if, in its opinion, extenuating circumstances exist.

4.2 Participation

(a) Full Members and Provisional Members are encouraged to attend at least half the regular meetings of the Club.

(b) Associate members are expected to attend no more than half the regular meetings of the Club during a given year.

(c) Inactive Members are not expected to participate in the activities of the Club except on occasional visits or at Shows.

(d) A member who participates beyond such member's membership category will be expected to change to the appropriate category.

4.3 Expulsion

The Board may at any time recommend expulsion of any member. A two-thirds vote of Full Members is required for expulsion.

ARTICLE V – MEETINGS

5.1 Regular Meetings

Regular meetings of the Club will be held once a week.

5.2  Quorum

A majority of Full Members shall constitute a quorum at any Club meeting. Proxies are not allowed.

5.3 Procedure

At all Club meetings, Roberts Rules of Order of shall be the recognized authority on matters of debate and parliamentary procedure.

5.4 Order of Business

The Order of Business of the Annual Meeting shall be:

1. Roll Call

2. Reports of Officers and Committees

3. Election of Governors

4. Unfinished Business

5. New Business

ARTICLE VI – INITIATIOlN FEE AND DUES

6.1  Set by Board

The initiation fee and dues shall be set by the Board and may be changed from time to time as circumstances dictate.  The Board may provide for quarterly fees and/or annual dues for each membership category. Annual dues may be less than four times the quarterly dues.

6.2 Rejoining Member

A former member who resigned in good standing shall not be subject to the initiation fee upon rejoining the Club.

6. 3 Assessments

The Board from time to time may recommend an assessment of members; however, each such assessment shall be subject to ratification by two-thirds of the Full Members.

ARTICLE VII – PROPERTY OWNERSHIP

7.1 Rolling Stock and Tools

All rolling stock and tools shall remain the property of the members, except for items purchased by or given to the Club. Rolling stock and tools may be stored on the Club premises in locations designated there for.

7.2 Contributions and Loans

Members may contribute to the Club's supplies. Members may also loan items to the Club by obtaining a receipt when such items are brought to the Club premises.

7.3 Owner's Identification

All items loaned to the Club and all property of the members shall bear the owner’s identification mark if left on Club premises between meetings.

ARTICLE VIII – PUBLIC SHOWS

8.1 General

The Club may frame time to time sponsor shows for the general public or for such special groups as the Board shall determine. Admission fees to Club shows, if any, shall be given to charity or added to the Club Treasury.

8.2 Proceeds

The distribution of show proceeds, net after expenses, shall be determined by a vote of the Board.

ARTICLE IX – AMENDMENTS AND EFFECTIVENESS

9.1 Amendment Requirements

These Bylaws may be amended by a two-thirds vote of the Full Members of the Club, provided that such amendment is posted on the Club bulletin board at least two weeks prior to action theron.  Such vote may be taken at any general meeting or special meeting called for that purpose. Any such amendment shall became effective upon passage.

9.2 Effectiveness of These Bylaws

These Bylaws shall take effect immediately and all others previously adopted are hereby rescinded.