ANN ARBOR RAILROAD TECHNICAL & HISTORICAL ASSOCIATION, INC.

ANN ARBOR RAILROAD TECHNICAL & HISTORICAL ASSOCIATION, INC. BYLAWS Bylaw I. Name The official name of this organization is the Ann Arbor Railroad Technical & Historical Association, Incorporated, hereinafter called the AARRT&HA, which shall also be used as a short name in various official papers and documents. It is incorporated and operates as a not-forprofit corporation under the laws of the State of Michigan. Bylaw II. Purposes Section 1. The purposes for which the AARRT&HA is incorporated are: a. To engage in the collection and preservation of information, vestige, and other items of historical or technical interest concerning the Ann Arbor Railroad, its predecessor companies and subsidiaries, and all subsequent owners and/or operators of those properties. b. To engage in research concerning the Ann Arbor Railroad for educational purposes. c. To maintain an association of persons having an interest in the Ann Arbor Railroad. d. To disseminate news, history and other information about the Ann Arbor Railroad through a publication assembled and distributed by the AARRT&HA. e. Said organization is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. Section 2. Operations. a. The AARRT&HA shall operate as a non-profit, non-stock organization. b. Said organization shall be operated for educational, historical and charitable purposes as per Bylaw II, Section 1. (a-e). No part of the net earnings of the organization shall inure

to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be fully authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (A) by an organization exempt for federal income tax under Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (B) by an organization, contributions to which are deductible under Section 170 (C)(2) of the Internal Revenue Code, or corresponding section of any future tax code. Section 3. The AARRT&HA shall comply with all laws, rules and regulations of the State of Michigan Department of Commerce as a not-forprofit educational and historical association. Section 4. The fiscal year for the AARRT&HA shall be from January 1 through December 31. Bylaw III. Membership Section 1. Membership to the AARRT&HA shall be open to all individuals and organizations that have an interest in any part of the Ann Arbor Railroad. Section 2. There shall be four classes of membership as follows: a. Regular membership. Any individual or organization upon application and payment of the dues established from time to time for this class of membership by action of the Board of Directors. b. Sustaining membership. Any individual or organization upon application and payment of the dues established from time to time for this class of membership by action of the Board of Directors. c. Lifetime membership. As recognition for unusual service to the AARRT&HA a person may be elected as a lifetime member upon recommendation by the Board of Directors and a majority vote of the members at the annual meeting of the AARRT&HA. A lifetime member shall be exempted from the required payment of dues. d. Institutional membership. Any organization or institution geographically or historically appropriate to the study or development of Ann Arbor Railroad interests can receive a non-voting courtesy membership at the behest of the majority of the Board of Directors. This class of membership will receive pertinent publications and notices only. 2

Section 3. Membership other than lifetime shall be on a calendar year basis and shall expire December 31 of the year for which the dues were paid. Dues shall be paid in U.S. funds. Postage for membership mailings outside the United States may be charged. Each member shall receive all publications of the AARRT&HA for the period of membership. Section 4. Any member may be deprived of membership in the AARRT&HA for conduct which is detrimental to the organization,m misrepresentation of his/her authority to conduct business for the organization or conduct which may cause liability to the organization by a two-thirds majority vote of the officers and directors present at any meeting of the Board of Directors at which a quorum is present. Notice of specific allegations and such pending action shall be provided the alleged offending member at least thirty (30) days prior to the meeting where the action is proposed to take place. Opportunity shall be provided for the member or the member's advocate to address the Board of Directors prior to their deliberations and decision. Section 5. All members in good standing, except as noted in the classes of membership above, shall be eligible to vote in elections and on motions before the annual meeting. Bylaw IV. Officers and Directors; Powers and Duties Section 1. The officers of the AARRT&HA shall be President, Vice President and Secretary- Treasurer. These three officers and six directors together as a group shall constitute the Board of Directors of the AARRT&HA. Each board member shall carry equal voting power. a. The President shall be the chief executive officer of the AARRT&HA and chairman of the Board of Directors of the AARRT&HA. The President shall perform the usual duties of such office. The President shall preside at the annual meeting, all meetings of the Board of Directors, and at all general membership meetings. The President shall be responsible for the general direction of the affairs of the AARRT&HA. The President shall promote and represent the AARRT&HA in all of its activities as well as foster relationships with all external organizations. The President shall affix his signature on certificates of membership and other documents for the AARRT&HA. b. The Vice President shall assist the President as directed by the President and shall perform the duties of President in his absence. He shall succeed the President in the event of his death, resignation or removal from office. c. The Secretary-Treasurer shall record and maintain the minutes of account of the Board of Directors, of all meetings of the general membership, and shall have custody of all records of the AARRT&HA. He shall maintain an accurate roster of membership in the AARRT&HA. He shall affix his signature on certificates of membership issued. As the Treasurer he shall collect all fees and dues received by the AARRT&HA, shall pay all financial obligations of the AARRT&HA under the direction of the President, and shall have custody of all records of receipts and disbursements of funds in bookkeeping account form and of profit and loss statement and balance sheet. He shall give a financial 3

status of the AARRT&HA and provide supporting documentation at each regular meeting of the Board of Directors and at the Annual Meeting. d. The directors shall represent the general membership of the AARRT&HA. As members of the Board of Directors they shall vote on motions before the board and on committee appointments proposed by the President. They shall participate in AARRT&HA functions at all levels, acquaint themselves with AARRT&HA affairs, and shall give advice and counsel when necessary. e. Each officer and director shall attend no fewer than two board meetings a year. Section 2. Any officer or director of the AARRT&HA may be removed for conduct which is detrimental to the organization, representation of his/her authority to conduct business for the organization or conduct which may create a liability for the organization. The decision for removal is reserved to the membership, and shall be conducted in a secret ballot election at a general meeting of the membership. Such meeting shall be only be convened after a notice has been sent to the membership at least thirty (30) days before the meeting date, with the purpose of the meeting specified. At the meeting, the officer or director shall be given an opportunity to speak or have an advocate speak to the membership prior to any deliberation or vote. A quorum of the membership must be present and the vote to remove the officer or director shall be valid only if it receives a two-thirds majority of those present and voting. Section 2.1. Any officer, director or member of the AARRT&HA suspected of conduct which is detrimental to the organization, misrepresentation of his/her authority to conduct business for the organization or conduct which may create a liability for the organization may, after due deliberation, be suspended for up to ninety (90) days by a majority vote of the board of directors pending an investigation. A committee shall be appointed, per Bylaw VI, to investigate the situation and make a full report to the Board. The final decision for removal is reserved to the membership per Section 2 above. Section 3. The following qualifications shall apply to members of the Board of Directors. a. All officers and directors shall be members in good standing for at least one year prior to their nomination and election. b. The President shall have served at least one term as a member of the Board of Directors, except in case where the Vice President assumes the office as provided by Bylaw IV. Subsection 1.b. or Section 2, or as provided in Bylaw V. Section 1. Section 4. Terms of office. a. The terms of office for the President, Vice President, and Secretary-Treasurer shall be for one year (or until adjournment of the next annual meeting) following their election. b. Directors shall serve terms of two years. Except as provided in Bylaw V, Vacancies, three directors will be elected in even numbered years and three in odd numbered years. 4

Bylaw V. Vacancies Section 1. In the event of a vacancy occurring in the office of President other than at an election, the Vice President shall become President. Section 2. In the event that a vacancy occurs in any other elected position, the Board of Directors shall appoint a person to fill the vacancy until the next annual meeting. Bylaw VI. Committees Section 1. The Board of Directors shall have the power to create committees consistent with the goals and operations of the AARRT&HA. The Board of Directors shall determine the size of each committee, define their functions, limit or enlarge the scope of their activity and may discharge or terminate any committee. Section 2. The President shall appoint a chairman of each committee established according to Section 1. above Each committee shall appoint a secretary to maintain records of committee action and file reports with the Board of Directors. Section 3. Each committee shall serve until dismissal by action of the Board of Directors. Bylaw VII. Meetings Section 1. The annual meeting of the membership shall be held at a date, time and location designated by the Board of Directors, for the purposes of electing officers and directors, for receiving reports of officers, directors, and committees, and for such other business as may be properly presented for discussion or action. The annual meeting shall be held after Labor Day and prior to Thanksgiving. Section 2. A regular membership meeting may be ordered by the Board of Directors or the officers at any date, time and place so designated for the purpose of considering such matters as may be presented to the members by the officers and any business which may be considered to be within the scope of the AARRT&HA as set forth in the petition for incorporation. Notice of such meeting shall be at least two (2) weeks prior to the meeting. Section 3. A meeting with either or both the officers and directors, or committees, or all may be called at the discretion of the President. Section 4. A special membership meeting shall be called by the President no sooner than twentyone (21) days, but no later than forty-five (45) days following the receipt of a petition signed by twenty-five members in good standing. The agenda of such general membership meeting shall be restricted to the matters contained in the petition. Notice of special meetings shall be sent to the membership at least ten (10) days before the meeting. 5

Section 5. Notification of the meetings in Sections 1, 2 and 3 of this Bylaw shall be given to the appropriate members, officers, directors or committees at least one month in advance. Section 6. A majority vote of the membership present at a regular or annual membership meeting shall be required to carry motions. A quorum shall be a majority of those registered and attending at the beginning of that meeting if notice has been sent to the membership at least thirty (30) days prior to the meeting. If the notice complies with Section 4 above, but is sent out less than thirty (30) days prior to the meeting, A quorum of a general membership meeting shall be twenty (20) percent of the membership at the time of the meeting. Section 7. A simple majority shall constitute a quorum at the meetings of the Board of Directors or committees. Notification of emergency meetings of the Board of Directors shall be given at least five (5) days in advance of the meeting. Section 8. The Board of Directors shall meet at least three times per year. Section 1. Nominations. Bylaw VIII. Nominations and Elections a. Nominations for election of respective Officers and Directors may be made by any member in good standing. b. All nominees shall meet the qualifications described in Bylaw VI, Section 3, and shall give their written consent to stand for office, and be over 18 years of age. c. Written nominations shall be made no later than July 1st of the year in which the election takes place. The President shall take the steps necessary to assure that the names of all nominees for all offices are mailed to the membership at least thirty days prior to the Annual Meeting, with the notice of the Annual Meeting. Biographical information and /or such statements by the candidates are requested, and any such information which is submitted with the nomination shall be included in the mailing mentioned in this section. If there are concerns about fairness, length, or statements which could create a liability for the AARRT&HA if published, those concerns shall be presented to the Nominating Committee who shall then be the final judge on what is printed. The Nominating Committee may establish rules for length prior to the nominations being solicited. d. Per Bylaw VI, Section 1, a nominating committee shall be appointed to oversee the submission, verification and acceptance of nominations. e. There shall be no less than one candidate for each vacancy to be filled at the time of election. f. At the Annual Meeting, the floor shall be opened for additional nominations. If nominations are made at that time, the nominee must either be present and consent, or 6

must have provided written consent which shall be delivered to the chair of the meeting at the time of the nomination. Section 2. Elections a. The election of Officers and Directors shall be conducted at the annual meeting with members present voting. b. Each term of office shall be as described in Bylaw IV, Section 4., and shall begin at the adjournment of the annual meeting and shall continue until the adjournment of the appropriate next annual meeting. c. Election shall be by one vote for each elected position per member in good standing present at the annual meeting. d. The results of the election shall be announced to all members present at the annual meeting and/or in a publication. e. Elections shall be by secret ballot, except when the number of nominees equals the number of vacancies. In that instance the chair may receive a motion to elect by acclamation from the floor and a voice vote will be taken. Bylaw IX. Amendments to the Bylaws Section 1. The Bylaws of the AARRT&HA may be amended by an affirmative vote of twothirds majority of the members present at the annual meeting or at a meeting of the general membership called by the Board of Directors for that purpose. Section 2. Members of the AARRT&HA in good standing shall be provided with written notice and the basis of the proposed changes at least thirty days prior to the meeting. Bylaw X. Dissolution Section 1. The AARRT&HA may be dissolved by meeting the conditions of Article VII. Section 3 of the Articles of Incorporation. Bylaw XI. Amendments to the Articles of Incorporation (Authority: Article VII. Section 4. of the Articles of Incorporation) Section 1. The Articles of Incorporation of the AARRT&HA may be amended by an affirmative vote of two-thirds majority of the members present in person or by proxy at the annual meeting or at a meeting of the general membership called by the Board of Directors for that purpose. Section 2. Members of the AARRT&HA in good standing shall be provided with written notice and the basis of the proposed changes at least thirty days prior to the meeting. 7

Section 3. During the time period of the AARRT&HA application to the Internal Revenue Service for Section 501 (c)(3) charitable status the Board of Directors, by majority vote, shall have temporary special authority to amend the Articles of Incorporation and Bylaws without a vote of the general membership. Section 4. Said Section 3 authority of the Board of Directors to amend the Articles of Incorporation shall be specifically limited to amendments and amendment language mandated by the Internal Revenue Service to comply with the Internal Revenue Code Section 501 (c)(3) requirements. Section 5. Upon completion of application and acceptance of the application for Internal Revenue Code Section 501 (c)(3) status, the special authority of the Board of Directors to amend the Articles of Incorporation and Bylaws shall terminate. (Sections 3-5 of this Bylaw will be deleted from printings of the Bylaws subsequent to acceptance as a Section 501 (c)(3) qualifying organization by the Internal Revenue Service.) Last amended: September 13, 2008 8