1.) The Corporation is organized under the Alabama Nonprofit Corporation Code to further the purposes of encouraging and supporting the pursuit of model railroading as a hobby, as set out in the articles of incorporation of the Corporation.

2.) The members of the Corporation hereby establish the following goals for the Corporation and each of its members:

1.) Eligibility for Membership:

2.) Withdrawal From Membership: Withdrawal from membership may be made by a member in good standing by serving the Secretary of the Corporation a notice of his intention to withdraw and such withdrawal shall become effective immediately upon the receipt of said notice.

3.) Application for Membership: Any person requesting membership in the Corporation shall file a written application with the Secretary of the Corporation, including their NMRA membership number. The secretary will notify the membership of the request at which time a three (3) month waiting period will begin. A potential member must attend at least 75% of all Regular meetings during this waiting period. When the secretary determines this requirement is met, an election will take place as defined in Article III, Section 4.

4.) Election to Membership: The Secretary shall provide a copy of each application for membership to each regular member of the Corporation. The regular members shall vote upon the application by secret ballot at a regular or special meeting, at which a quorum must be present. The Secretary shall give all regular members at least seven days’ notice of the date, time place a purpose of the meeting. If the application receives the favorable vote of a majority of regular members present at the meeting, the applicant shall be elected to membership in this Corporation.

5.) Cessation of Membership: A regular member’s membership shall cease when the person ceases to be a member of the NMRA. A former member’s membership shall be reinstated upon written application providing the Secretary with verification of their NMRA membership.

6.) Expulsion or Suspension: Any member may be expelled or suspended for cause by a 2/3 +1 vote of the members of the Board of Directors at a properly called Board meeting. The recommended action shall be presented to the membership for ratification. Cause is defined as disruptive behavior within the club or actions, which impair the reputation of the club. An expelled member may re-apply for membership after a one-year period, but their application for re-admittance must be voted on and approved by the Board of Directors at a properly called meeting subject to ratification of the membership. A suspended member may be reinstated by a vote of the Board of Directors after a minimum three-month period subject to ratification of the membership

1.) Membership dues and initiation fee shall be set by a majority vote of the Board of Directors and approved by the members at a regularly scheduled meeting.

2.) Non payment of dues: Except for extreme financial hardship, a member will be suspended for non payment of dues after a nine (9) month period in which no effort has been made to bring their dues current.

1.) Management of the Corporation. The affairs of the corporation shall be managed by the board of directors, consisting of the four officers of the corporation and four directors, who shall be elected from the regular members of the Corporation, excluding junior members, who have been a member greater than one year. If a director shall cease to be a regular member, he shall be deemed to have resigned as a director. If he later becomes a regular member again he shall thereupon again become eligible for election as a director.

2.) Powers of the Directors. The board of directors shall be the governing body of the Corporation. The Board shall manage all business, property and financial affairs of the Corporation. Consistent with these by-laws, the Board shall decide on plans and policies and enact rules and regulations for the conduct of the Corporation's affairs. The Board shall approve all contracts and purchases; may provide for periodic audit of the Treasurer’s books; and shall do any and all business necessary for the Corporation to carry out the objects and purposes of the Corporation as set forth in its Articles of Incorporation. In the event of the death, permanent disability, or resignation of an officer or director of the Corporation, the board of directors shall fill such vacancy for the remainder of the unexpired term by majority vote of the board. Such elections may be conducted at a regular or special meeting of the board. Any officer or director so elected shall hold office until his successor is elected at the next regular election.

3.) Meetings of the Directors. The board of directors shall hold a regular meeting for the transaction of business at least once in each fiscal year of the Corporation and may hold such additional meetings, as the board may deem necessary. The President, with seven (7) days written or electronic notice, shall call meetings of the board of directors at such time and place, as he shall decide. Additional meetings of the board of directors, as provided for above, shall be called, with seven (7) days written or electronic notice, upon written request of two (2) members of the board of directors. Five (5) members of the board of directors shall constitute a quorum, and a majority of those present and voting shall control. All members may attend all meetings of the Board of Directors, with voice but without vote. A director who is absent from two consecutive meetings without an excuse acceptable to the board of directors shall be considered to have resigned from office at the end of the second such meeting.

1.) Eligibility. Each of the officers shall be an associate member, with the President and Vice President being a full member. An officer who ceases to be an associate member shall be deemed to have resigned as an officer, and a special election shall be held as soon as is reasonably convenient to fill the vacancy.

2.) Duties.

1.) Terms of Office.

2.) Nominations. At the annual meeting of the Corporation any regular member may nominate a person eligible to serve as a director or officer.

3.) Elections. Each election shall be by secret ballot of the regular members. At each annual meeting, after nominations have been made, the Secretary shall prepare and distribute a ballot to the members eligible to vote. The Secretary shall count the ballots and report the results of the election.

4.) Tenure. All duly elected officers and directors shall be installed in office at the annual business meeting of the Corporation and shall serve until their successors shall be installed. If an officer shall cease to be a full or associate member, or if a director shall cease to be a associate member, or be suspended, he shall be deemed to have resigned. His later becoming a full or associate member again shall not affect his resignation.

1.) Fiscal Year and Annual Meeting. The fiscal year of the Corporation shall commence on the first day of the month of September and end on the last day of the moth of August. The annual meeting of the Corporation shall be held each year within the month of September unless the board of directors approves holding the meeting on a different date. At least twenty (20) days the Secretary shall give written or electronic notice to all members of the Corporation as to the place, date and hour of the annual meeting.

2.) Purpose. The purpose of the annual meeting shall be as follows:

3.) Regular Meetings. Regular meetings of members shall be held once a week (normally on Monday night), on a date and at a place, which the regular members determine in advance (normally at the preceding meeting).

4.) Special Meetings. In addition to the annual meeting and regular meetings, special meetings of members of the Corporation may be called at any time by order of a majority of the board of directors. At least ten (10) days written notice of the date and place of any special meeting shall be given by the Secretary to all members of the Corporation.

5.) Quorum. Except as required in section 5 below, the presence of 50% plus 1 of the regular members shall constitute a quorum for all purposes at meetings of the members of the Corporation.

6.) Requirement of additional participation and approval. Any proposed commitment of the Corporation to an action which will require the participation of substantially of all of the members of the Corporation must be approved by the affirmative vote of at least two-thirds of all of the members then eligible to vote.

1.) These by-laws may be amended or repealed in whole or in part by the board of directors at any regular meeting, subject, however, to approval at any annual meeting or special meeting called for that purpose at which a quorum (as defined in Article VIII sections 4 and 5 of these bylaws) is present, provided that the Secretary has mailed reasonable written notice of such proposed amendment to each member eligible to vote and that the amendment is approved by 50% plus one of the regular members.

2.) Each proposed amendment shall contain the signatures of not less that a majority of all members of the Corporation eligible to vote, or a statement by the Secretary that a majority of all of the board of directors has recommended the adoption of the proposed amendment.

3.) Proposed amendments may be sent to all members eligible to vote for approval, by mail, at the discretion of the board of directors. To amend these By-Laws by this method it will be necessary for a quorum (as defined in Article VIII sections 4 and 5 above) to vote, and for 50% plus one of the regular members to approve the amendment.

1.) In the event of dissolution of the Corporation, no distribution of any of the property or assets of the Corporation shall be made to any director, officer, member or employee of the Corporation, but such property or assets shall be given only to an organization or organizations which would qualify under Section 501 (c) (3) of the present Internal Revenue Code.

2.) Such organizations, whose purposes may be similar to or different from the purposes of this Corporation, shall be selected by the officers of the Corporation, provided that the corporation qualifies under the provisions of Section 501 (c) (3) of the present Internal Revenue Code or the comparable provisions of the Internal Revenue Code in effect.