PREAMBLE

These By-Laws, as set forth, will serve to define the name, purpose, membership qualifications, dues and fees, officers of the Association, duties and responsibilities of those Officers, the election process, the filling of vacancies and the order of business of the Association.

They shall serve to promote unity of action for the general best interests and welfare of the membership

ARTICLE I

NAME-STATUS-ADDRESS

a) This Association shall be known formally as the "National Association of Railroad Safety Consultants and Investigators". For purposes of abbreviation, the name of the Association may be transcribed or listed on certain documents by using the initials N.A.R.S.C.I.

b) This Association will be a non-profit organization.

c) The address of this Association will be: 901 Church Street, Nashville, TN. 32703.

ARTICLE II

SEAL-EMBLEM

a) The official emblem of this Organization will be a circle consisting of the following:

1) Railroad Crossing Crossbuck indicating "National Association" on one arm and "Safety" on the other arm.

2) Inserted in the spaces created by the Crossbuck will be the letters R,R,C and I.

3) The Circle will be surrounded by the name of the Association - "National Association of Railroad Safety Consultants and Investigators".

4) If imprinted in color, the background color will be yellow and all other pertinent lettering will be black on white.

b) The official emblem of the Association may be used "only by members" of the Association on letterheads, cards and other materials. The emblem may not be used to promote any training seminars or publications not sanctioned by the Association.

c) The official emblem of the Association may only be used by members who are in good standing with all dues and fees paid in full. Any member 30 days or more in arrears must cease using the official emblem of the Association as their membership will be considered terminated.

ARTICLE III

PURPOSE

The purpose of the Association is as follows:

a) To further railroad safety by encouraging the exchange of ideas, information and standards for the benefit of the railroad industry, its employees and the public.

b) To enhance and maintain the standards of railroad safety consutling and investigating by establishing ethical practices for members.

ARTICLE IV

MEMBERSHIP

a) The qualifications for membership in this Association shall coincide with the "qualification for membership" laid down by the Advisory Board and ratified by the Officers and members of the Advisory Board of this Association.

b) This Association does not attempt to certify any member as an expert; however, the Association does recognize the member's willingness to uphold the Association's Code of Ethics. The Association also recognizes the member's record of experience and education as stated in the Application for Membership.

c) Membership in the Association is limited to those individuals who are employed as members of the railroad industry, suppliers, consultants, unions, the legal profession, investigators and government agencies.

d) All applications for membership must be submitted to the Secretary of the Association on the official Membership Application form. Each application form must be accompanied by a check in the amount of $100.00 to cover one year's dues in advance.

e) A Directory of the Association Membership will be published annually listing all members in good standing which will include a reasonable resume of the member. This Directory will be made available to all members and those parties who may be interested in securing the expertise and services of Association Members.

ARTICLE V

DUES

The initial membership fee, including one year's dues, shall be $100.00. Annual dues thereafter will be $100.00. Adjustment of this fee and annual dues may be made by the Officers of the Association with the approval of the Advisory Board. Annual dues must be paid by May 31^st of each year to remain in good standing as an Association Member. If dues are not paid by the above date, member's name will be dropped from the Association Roster and removed from the Association Directory.

ARTICLE VI

OFFICERS OF THE ASSOCIATION

a) The Officers of this Association shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer.

b) The Advisory Board will be considered Officers for the purposes of organization and ratification of the By-Laws, amendments and membership qualification.

c) Special committees may be appointed by the President and/or the Advisory Board to handle specific projects if the need arises and this Special Committee will remain in place until project completion.

d) The Officers of the Assocation will serve without salary.

e) All Officers and Advisory Board members may be reimbursed for expenditures made on behalf of the Association. This shall be limited to expenses incurred for mailing, postage, phone use, materials, fees and paper products used and purchased directly on behalf of the Association. This shall not include any personal expenses incurred for attending meetings of the Association.

ARTICLE VII

DUTIES OF THE OFFICERS

a) The President of the Association will oversee and direct the Association and will preside as Chairman at assemblies of the Association. The President will assist special Committee Chairmen as the need may arise. He/she will be signatory to all checking or savings accounts of the Association but he/she may authorize the Secretary or Treasurer to sign certain individual checks as needed to maintain and keep current with Association business.

b) The Vice President of the Association will assist the President when called upon to oversee and direct the Association. He/she will serve as Chairman of Assemblies of the Association in the President's absence. In the event that the Office of President is vacated, he/she will serve as Acting President until the next regular election at the Annual Meeting.

c) The Secretary of the Association will assist the President and will be responsible for taking the minutes at all assemblies of the Association. He/she will be responsible for maintaining the records, documents and election information of the Association. He/she will be responsible for all mailings and correspondence of the Association. He/she will be signatory to all documents and accounts of the Association.

d) The Treasurer of the Association, in conjunction with the Secretary, will be responsible for overseeing the funds of the Association. He/she will ensure that the funds are expended solely for the purposes of the Association. He/she will render a statement of the income and expenditures of the Association and present it at each Annual Meeting of the Association. The Treasurer will be a signatory to all accounts of the Association.

e) The Advisory Board members shall assist in overseeing the business of the Association. They shall render suggestions and have a vote on the organization of the Association. The Advisory Board shall consist of no less than five members.

f) All vacancies in the office of Vice President, Secretary, Treasurer and the Advisory Board will be filled by appointment of the President until the next regular election.

ARTICLE VIII

ELECTIONS

a) The election of Officers for the Association shall take place at the Annual Meeting.

b) All Officers will serve for a term of one year but may be re-elected to serve consecutive terms.

c) Officers will be elected by a vote of the membership present at the Annual Meeting of the Association. A plurality of those voting shall be required to elect any Officer. Where there are two (2) or more candidates for the same office, the candidate receiving the most votes shall be elected to the office for which he/she was a candidate. All votes will be cast by secret ballot or a raise of hands. Election results will be made a part of the "Minutes" and will be kept as a permanent part of the Association records.

d) All members in good standing will be eligible for "Election to Office". Candidates must be nominated for office and seconded by one or more persons prior to the election process. Nominations will take place at the Annual Meeting of the Association. A Nominating Committee will be appointed to oversee the election.

e) No voting by representation or proxy will be allowed.

f) All Officers and Advisory Board Members must attend one Annual Meeting in a three year period to remain in office.

ARTICLE IX

ANNUAL MEETING

a) The Annual Meeting shall take place in the month of May at a location decided upon at the previous meeting. After selecting the location, a proposed date will also be selected and remain in effect unless circumstances prevent, such as unavailability of a meeting place for the specified date. The Secretary shall notify the membership in advance of the time, date and place of the meeting.

b) The Annual Meeting shall be scheduled to provide sufficient time to conduct the business of the Association.

c) Each member of the Association should attend one Annual Meeting in a three year period to remain updated on Association business and to participate in the education process of the Association. The seminar programs are provided for the benefit of the membership.

d) Special meetings of the Association may be called by the President with approval of the Officers of the Association.

ARTICLE X

ORDER OF BUSINESS

The Annual Meeting or special meeting will be governed by Robert's Rules of Order and will be conducted in the following order of business:

1) Call the meeting to order.

2) Roll call of members present.

3) Introduction of guests.

4) Report of the President.

5) Report of the Secretary and a reading of the Minutes of the last meeting.

6) Report of the Treasurer and a statement of finances.

7) Reports of Advisory Board.

8) Handling of old business.

9) Election of Officers.

10) Handling of new business.

11) Miscellaneous business.

12) Selection of the location and proposed date for the next meeting.

13) Adjournment.

ARTICLE XI

FINANCE-ACCOUNTS

a) All accounts of the Association will be kept in books which shall be subject to examination and audit by the Advisory Board or by any Committee appointed by the President.

b) All checks will be signed by the Secretary/Treasurer with approval of the President and/or Advisory Board.

ARTICLE XII

a) The provisions of these By-Laws are subject to the approval of two-thirds (2/3) of the Membership and may be amended by two-thirds (2/3) of the Membership present at the regular Annual Meeting.

b) Any proposed amendment to these by-Laws must be proposed to the Advisory Board prior to the next Annual Meeting. The proposals will be discussed by the Advisory Board and submitted for the approval of the membership as required by paragraph (a) of Article XII.

c) Any provision of these By-Laws in conflict with civil law are hereby withdrawn.

ACCEPTANCE

These By-Laws are hereby approved by the Officers and Membership of the Association present at the 8^th Annual Meeting of the Association held on May 15, 1998 in San Antonio, Texas.