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VENTURA COUNTY LIVE STEAMERS

Ventura County Live Steamers, established June 18, 1997, is an all volunteer organization dedicated to the preservation of the nation’s railroads rich mechanical engineering heritage, primarily 1½” scale, 7½” gauge.
Membership is available to anyone with interest in railroading and mechanical engineering, construction, operation, travel, and railroad history.

BY-LAWS OF THE VENTURA COUNTY LIVE STEAMERS
A California Nonprofit Public Benefits Corporation

Article I
NAME, PURPOSE, OFFICES

1. NAME
   The name of the corporation shall be Ventura County Live Steamers (VCLS).
2. PURPOSE
   The Ventura County Live Steamers, a non-profit corporation in the state of California, is formed to:
   1. further the avocation of live steam railroad construction and operation for educational purposes
   2. provide recreational activities for physically/mentally challenged children of Ventura County in association with The Landon Pediatric Foundation,
3. OFFICES
   The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at Camarillo in Ventura County, California. The Board of Directors (board) may change the principal offices from one location to another. Any change in location of the principal offices shall be noted by the Secretary on these by-laws opposite this Section, or this Section may be amended to state the new location.
4. OTHER OFFICES
   The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE II
MEMBERSHIP, FEES AND MEETINGS

1. MEMBERSHIP
   1. Classes and Qualifications
      This corporation shall have five (5) classes of members designated as follows: charter, regular, associate, junior, and honorary. Annual membership shall be effective from January 1 to December 31. Designation of membership categories, qualifications and rights are as follows:
      1. CHARTER MEMBER:
         Any regular member, subscribing to the purposes of the Corporation as stated in Article 1.2 of the By-laws who is in good standing initiated prior to December 31, 1997, is a Charter Member of Ventura County Live Steamers. A Charter Member has voting rights and may hold office. Dues are $45.00, payable annually and will not increase.
      2. REGULAR MEMBER:
         Any person 18 years of age or older who subscribes to the purposes of the Corporation as stated in Article 1.2 of the By-laws, has fulfilled the mandatory probationary requirements, has paid the annual dues of $50.00, and, upon recommendation by a majority vote of the Board of Directors, is approved by a majority vote of the regular members present at a meeting of members as indicated in Article 2.6 of the By-laws. The mandatory probationary requirements are to be as determined by the Board of Directors. A regular member has voting rights and may hold office.
      3. ASSOCIATE MEMBER:
         Any person 18 years of age or older who subscribes to the purposes of the Corporation as stated in Article 1.2 of the By-laws, has paid the annual dues of $25.00, and is approved by a majority vote of the Board of Directors. An Associate Member may not vote or hold office, but may participate in work days and scheduled activities.
      4. JUNIOR MEMBER:
         Any child or legal charge (ages 10-17) of a Regular Member in good standing. Junior members are encouraged to participate on work days and scheduled activities. Junior Members may not vote or hold office. Dues are $15.00 payable annually.
      5. HONORARY MEMBER:
         Any person and/or organization deemed by the Board of Directors to have made an outstanding contribution to the Ventura County Live Steamers, may be recognized as an Honorary Member. Honorary Members do not vote or hold office, but are entitled to all benefits of an Associate Member. Annual dues are waived.
   2. Voting Members
      Charter and Regular Members in good standing shall have the right to vote, as set forth in these by-laws, on the election of directors, on the disposition of all or substantially all of the corporation’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
   3. Other Persons Associated With the Corporation
      The corporation may refer to persons of Associate, Junior, and Honorary classes or other persons or entities associated with it as “members,” even though those persons or entities are not voting members as set forth in Section 2.1(B) of these by-laws, but no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Corporations Code unless that person or entity shall have qualified for a voting membership under Section 2.1(A) of these by-laws. Reference in these by-laws to members shall mean members as defined in Section 5056 of the California Corporations Code; i.e. the members of the Charter and Regular classes set forth in Sections 2.1(A) and 2.1(B) of these by-laws. By amendment of its articles of incorporation or of these by-laws, the corporation may grant some or all of the rights of a member of any class, as set forth in these by-laws, to any person or entity that does not have the right to vote on any of the matters specified in Section 2.1(B) of these by-laws, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code.
2. DUES, FEES, AND ASSESSMENTS
   Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board. The dues, fees, and assessments shall be equal for all members of each class, but the board may, at its discretion, set different dues, fees, and assessments for each class.
3. GOOD STANDING
   Those members who have paid the required dues, fees, and assessments in accordance with these by-laws and who are not suspended shall be members in good standing.
4. TERMINATION AND SUSPENSION OF MEMBERSHIP
   Any member may have his/her privileges suspended or their membership for:
   1. nonpayment of dues, fees, or assessments as set by the board within sixty (60) days after they become due and payable;
   2. violation of safety rules;
   3. violation of operating rules; or
   4. conduct prejudicial to the general membership’s enjoyment of the VCLS as determined by a two-thirds majority vote of the Board of Directors.
5. PROCEDURE FOR EXPULSION OR SUSPENSION
   If grounds appear to exist for expulsion or suspension of a member under Section 2.4 of these by-laws, the procedure set forth below shall be followed:
   1. The Board of Directors, by affirmative vote (2/3 majority), may effect the suspension or termination of a member provided that:
      1. notice is given in writing stating the grounds for the proposed suspension or termination;
      2. the notice is mailed to, or presented to, the member; and
      3. the noticed member is given an opportunity to present an appeal to the Board of Directors.
   2. Any member whose membership is suspended for nonpayment of dues shall be reinstated upon payment of current dues. If a member’s nonpayment of dues exceeds 6 months, their membership shall be considered terminated. The terminated member shall be required to reapply for membership, paying the necessary fees.
   3. Any member so suspended or terminated from membership shall relinquish all rights to property operated by or controlled by the VCLS, and will not be allowed to operate any equipment or locomotive on club premises.
      Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice must be commenced within one year after the date of the expulsion, suspension, or termination.
6. MEETING OF MEMBERS
   The corporation shall conduct meetings as follows at a designated location:
   1. The membership shall meet at least one time per month. There shall also be one designated work day per month. The meeting and work day may be the same day, if desired.
   2. An annual meeting of members shall be held on the first Wednesday of November at 6:30 p.m., unless the board fixes another date or time and so notifies members as provided in Section 2.6(B) of these by-laws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, the directors shall be elected and any other proper business may be transacted subject to Section 2.6(C) of these by-laws.
   3. A Special meeting of the members for any lawful purpose may be called by the Board of Directors or by the president with notification given to the members through official publication. Special meetings will require at least 7 days prior notice. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
   4. Directors’ meetings may be called by the president of VCLS or the written request of two (2) Directors. The president shall moderate the Board of Directors meetings. A quorum shall consist of at least four (4) directors; the secretary’s presence is mandatory for all Directors’ meetings.
   5. There shall be at least two (2) annual events of live steam railroad operation which may be coordinated with the activities of the Landon Pediatric Foundation.

Article III
BOARD OF DIRECTORS AND OFFICERS

1. BOARD OF DIRECTORS
   Subject to the provisions and limitation of the California Nonprofit Public Benefits Corporation Law and any other applicable laws, and subject to any limitations of the VCLS Articles of Incorporation, of the by-laws and of the Laws of the State of California as to the actions to be authorized or approved by the members, all corporate powers shall be exercised by or under the authority of, and business affairs be managed through, the Board of Directors.
2. Specific Powers
   Without prejudice to the general powers set for in Section 3.1 of these by-laws, but subject to the same limitations, the directors shall have the power to:
   • Appoint and remove, at the pleasure of the board, all the corporations officers, agents, and employees, prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these by-laws and fix their compensation and require from them for faithful performance of their duties.
   • Change the principal office or the principal business office in California from one location to another.
   • Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.
   • Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.
   1. The Governing Board of Directors shall consist of the five (5) elected officers and two (2) elected directors.
      1. President,
      2. Vice President of Operations,
      3. Vice President of Facilities,
      4. Secretary,
      5. Treasurer,
      6. Safety Director,
      7. Membership Director.
   2. Each Board Member shall be elected by a simple majority of the voting membership for a two (2) year term beginning January 1st. Voting procedures shall be as described in Article 5.1.A, 5.1.B, and 5.1.C. In the event of a tie, there will be a run-off election. Elections for the offices of President, Vice President of Operations, Vice President of Facilities, Secretary, and Treasurer shall be held on odd numbered years. Elections for Safety Director and Membership Director shall be held on even numbered years.
   3. Any Board Member may resign at any time by giving written notice of such resignation to the Board of Directors.
   4. Any vacancy on the Board of Directors created by a Board Member unable to complete their term (with the exception of the President and Vice President of Operations) shall be filled by interim appointment requiring a two thirds majority vote by the Governing Board to complete the unexpired term. In the event of a vacancy occuring in the office of President or Vice President of Operations, such vacancy shall be filled as stated in Articles 3.2.B and 3.2.C respectively.
   5. Maximum term for any member of the Board of Directors is four years (two consecutive terms), then one year off in order to be re-elected. This provision may be waived by a two thirds vote of the voting membership.
3. OFFICERS
   The officers shall be President, Vice President of Operations, Vice President of Facilities, Secretary, and Treasurer. These officers shall be elected to the Board and hold office for two (2) year terms. These officers are Board members and will continue until their successors are elected.
   1. The President, as Chief Executive Officer of the Corporation, is charged with the conduct of all meetings, the appointment of committees, the execution of all documents authorized by the Board of Directors, and the supervision of the general business of the Corporation.
   2. The Vice President of Operations, at the request of the President, or in his absence, shall perform the duties, possess, and exercise the powers of the President. The Vice President of Operationsshall be responsible for the operations of the railroad including, club equipment and its storage, dispatching station masters and conductors; and to the extent authorized by law, shall have other powers as determined by the Board of Directors. The Vice President of Operations may also perform other such duties as may be assigned to him by the Board of Directors, including, but not limited to assisting the Director of Safety with the inspection of boilers and trains.
   4. The Vice President of Facilities shall, at the request of the President, or in the absence of the President and the Vice President of Operations, perform the duties, possess, and exercise the powers of the President. The Vice President of Facilities shall be responsible for the maintenance of right-of-way, including signal system, track, bridges, buildings, etc.; and to the extent authorized by law, shall have other powers as determined by the Board of Directors. The Vice President of Facilities is to work with the Director of Safety, to provide adequate railroad projects and safety improvements as needed for public safety and the safe operation of the railroad.
   5. The Secretary shall be charged with keeping a full record of all meetings and minutes of the Board of Directors and membership; execute such documents on behalf of the Corporation as authorized by the Board of Directors, and perform such other duties as may be prescribed by the Board of Directors or the by-laws. The Secretary shall work with the Director of Membership and the Treasurer to obtain necessary insurance coverage for club assets and membership.
   6. The Treasurer shall have custody of all funds of the Corporation; shall maintain a complete and detailed account of funds received and dispersed on behalf of the Corporation, and notify members of dues collectible; shall be responsible for ensuring compliance with all of the requirements of all tax laws which affect tax exempt corporations, to include preparation and filing of all financial forms and records which may be required with the State of California and other government agencies. The treasurer will prepare the financial records for the corporate year to be audited by two members of the Board of Directors. The President shall make such assignment within 30 days of the end of the corporate year. The auditors shall be responsible for the auccuracy and validity of the accounting for the year.
4. The Board of Directors
   The Board of Directors may employ by contract at its disgretion an Executive Assistant to handle duties assigned and to assist the corporate officers. Additional duties of the Board of Directors are as follows:
   1. Safety Director is to perform boiler inspections and safety inspections of trains, and ensure that current boiler certificates are presented at all club events on club facilities (or be kept on file). Director of Safety is to report to the Vice President of Operations all safety concerns of railroad operations and public safety, and to see to it that safety rules are posted at all stations, platforms, and passenger pick up locations.
   2. Membership Director shall be in charge of club roster and inventory of its current status. The Director of Membership, with the Treasurer, shall also obtain adequate insurance coverage for fire, theft, liability, and for club facilities and equipment.
5. Communications
   The findings of all officers and directors are to be reported to the Chief Executive Officer.

Article IV
STANDING AND TEMPORARY COMMITTEES

1. Appointments
   Standing and special committees may be appointed by the Board as are necessary to carry on the business of the Corporation.

Article V
AMENDMENT TO THE BY-LAWS

1. Procedures
   The By-laws may be amended by a 2/3 majority of votes by regular members in good standing at an annual or special meeting.
   1. Only one (1) vote is allowed per regular member, either being present or by mail. The Secretary will mail to each voting regular member an official ballot and an official ballot return envelope. Members may vote by returning the ballot by mail or in person by the date and time specified on the ballot. Only official ballots that are received in the official ballot return envelope will be considered valid and counted at the scheduled election meeting.
   2. When counting ballots, the envelopes must be opened by an officer of the Board of Directors, with a non-board member present; the envelope being opened and kept separate. At any time, there must be an equal number of envelopes and ballots present (one envelope - one vote).
   3. All ballots will be mailed to the members not less than thirty (30) days prior to any special or annual meeting.
2. Proposed Amendments
   All proposed amendments to these by-laws must be submitted in writing and read to the members at a regular meeting for consideration and discussion, then voted on at the next scheduled meeting.

Article VI
SAFETY RULES - RESPONSIBILITY OF PARTICIPANTS

1. Safety Rules
   Adequate safety rules and regulations governing the operation of any equipment and the conduct of participants at the VCLS facilities shall be made available to the participants, and conspicuously posted at corporate events and shall be appended to these by-laws. Safety rules must be posted at all satations/platforms and passenger pick up locations.
   1. Safety rules and operating rules shall be adopted by the Board of Directors, after being brought forth by members or other such sources. After a majority vote by the Board of Directors, these rules and regulations shall be adopted and added to these by-laws. An amendment to these rules and regulations shall require a 2/3 majority vote by the Board of Directors.
2. Violation of Safety Rules
   Any person participating in any event whatsoever at the corporate facility shall be considered as acting with full cognizance of the applicable portions of these by-laws, safety rules, and other regulations of the Corporation and therefore shall be bound to abide by them. Violators may be expelled from the facility; public safety is of the upmost importance during VCLS functions.

Article VII
DISSOLUTION

1. Procedures
   In the event of dissolution or winding up of this Corporation, its assets remaining after payment or provisions for payment of debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its tax exempt status under Section 501c of the Internal Revenue Code and Section 23701d of the Revenue and Taxation Code.