A R P A, INC.

An Arizona Nonprofit Corporation

BY-LAWS

Revised June 27, 1998
with 2005 Membership Resolution

The Corporation shall be known and recognized in all of its ongoing transactions as the Arizona Rail Passenger Association.

The principal office of the Corporation shall be located in the County of Maricopa, State of Arizona. The Corporation may also have offices at such other places within the State as the Board of Directors may from time to time determine.

1. Eligibility and Qualifications. Eligibility and qualifications for membership, the amount of membership dues, and other incidents of membership shall be prescribed by resolutions duly adopted by the Board of Directors. All such resolutions shall be affixed to these By-Laws and shall be deemed to be a part hereof. The Board may cause to be issued certificates, cards or other instruments evidencing membership in the Corporation, which shall be non-transferable and shall bear the signature of an officer designated by the Board.
2. Meetings. The Annual Meeting of Members shall be held at such place and on such day and hour as shall be fixed each year by the Board of Directors. Special Meetings of Members may be called by the Board for such place, day and hour as may be fixed by the Board. Upon request of one-tenth or more of the Members of the Corporation, the Secretary of the Corporation shall call a Special Meeting for such place, day and hour as requested by the Members.
3. Notice of Meetings. Written notice stating the place, day and hour of the meeting shall be given for all meetings. Notice for the Annual Meeting shall include an agenda of presentations to be made and business to be transacted at the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called. Only the business stated in the notice may be transacted at any Special Meeting. Notice of meeting shall be given either personally or by first-class mail not less than 10 days nor more than 50 days before the meeting, to each member at the address shown on the records of the Corporation. Notice shall be deemed to have been given when deposited with the United States Post Office with proper postage prepaid.
4. Presiding Officer. Meetings of the Members shall be presided over, in the following order, by the President, Vice President, or a Member chosen by a majority of Members in attendance.
5. Voting. At every Meeting of Members, the Secretary shall bring a current record of all Members of the Corporation, which may be inspected by any Member present at the Meeting. All persons who appear on such record to be Members are entitled to one vote. The Members present shall constitute a quorum for the transaction of any business coming before the Meeting. Action shall be by a majority of the votes cast except as otherwise required by law.

1. Number and Qualification. The Corporation shall be managed by a Board of Directors consisting of all Directors duly elected by the Members or by the Board and who have not resigned or been removed. The number of Directors shall be determined from time to time by a resolution duly adopted by the Board, which shall be affixed to these By-laws and deemed to be a part thereof. Each Director shall be at least 18 years of age.
2. Election and Term of Office. During each calendar year, the Board of Directors shall conduct by United States Mail an election of Directors by all Members eligible to vote, on such date and in accordance with such procedures as the Board may determine. A plurality of the votes cast shall elect. Directors elected shall hold office until the next election during the following calendar year.
3. Resignation, Removal and Vacancies. A Director may resign at any time by giving written notice to the Board of Directors or to an Officer of the Corporation. Three consecutive unexcused absences from Regular meetings of the Board of Directors shall constitute a resignation for any Board member. Acceptance of such resignation shall not be necessary to make it effective. Any or all of the Directors may be removed with or without cause by vote of the Members of the Corporation. A majority of the entire Board may remove any Director for cause only. A vacancy occurring because of the death, resignation or removal of a Director may be filled by a majority vote of the remaining Directors. Any Director so chosen shall hold office until the next election of Directors by the Members.
4. Meetings. Regular meetings of the Board of Directors may be held at such places, on such day and time, and upon such notice as may be prescribed by the Board. The Annual Meeting of Directors shall be the first regular meeting after the Annual Meeting of Members. Special meetings of Directors shall be upon written notice specifying the business to be conducted at the meeting. The President shall preside at all meetings of Directors. In his absence, the Vice President shall preside, and in his absence, any other Director chosen by the Board shall preside.
5. Quorum. One-third of the members of the Board of Directors shall constitute a quorum. The presence of a quorum at the time the meeting is convened shall be conclusive for the balance of the meeting.
6. Action of the Board. An act of the Board of Directors at any meeting shall be by a majority of Directors present at the time of vote. Any action that may be taken at a meeting other than the election of officers may be taken by written resolution approved and signed by a majority of all of the Directors and filed with the minutes of the Corporation. Such action shall be the act of the Board with the same force and effect as if the same had been passed at a duly called meeting.
7. Committees of Directors. A majority of the entire Board of Directors may designate from their number an executive committee which may be given all the authority of the Board except as prohibited by law. The Board may designate other standing committees which shall have such duties and responsibilities as the Board may determine. The Board may designate special committees including a nominating committee to recommend persons for election to the Board by the Members. The Board, with or without cause, may dissolve any committee or remove any Director therefrom at any time.

1. Designation of Titles. The Board of Directors shall elect at its Annual Meeting as Officers of the Corporation a President, a Vice President, a Secretary, and a Treasurer. Any two offices may be held by the same person except the offices of President and Secretary.
2. Term of Office. Each officer shall hold office until the next Annual Meeting of the Board of Directors unless he or she resigns or is removed prior thereto. The President shall be limited to two consecutive terms in office. The Board may remove any officer at any time with or without cause. Upon resignation or removal of an officer, the Board may elect a successor for the balance of the term.
3. President. The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. The President may appoint an Executive Director with the advice and consent of the Board, and may appoint such other subordinate officers as deemed appropriate. The immediate past President shall assist the new President to the extent requested by the President or directed by the Board, and in the absence or disability of the President shall have all the powers and functions of that office.
4. Vice President. During the absence or disability of the President and the immediate past President, the Vice President shall have all the powers and functions of the President. The Vice President shall normally be expected to accept election to the office of President upon completion of the incumbent President's time in office. The Vice President shall perform such other duties as are prescribed by the Board of Directors.
5. Treasurer. The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, shall deposit such funds in such bank accounts as the Board of Directors may determine, shall maintain the financial accounts of the Corporation, and shall prepare such financial reports as directed by the Board or the President.
6. Secretary. The Secretary shall keep the minutes of the Members and of the Board of Directors. The Secretary shall serve all notices for the Corporation which are required by these By-Laws or authorized by the Board, and shall have charge of the files and records of the Corporation, including a record containing the names and addresses of all Members.

1. Fiscal year. The fiscal year of the Corporation shall be the calendar year unless changed by the Board of Directors.
2. Revision and Amendment of By-Laws. These By-Laws shall be subject to alteration or repeal, and new By-Laws may be made, by a majority vote of the Members at a meeting upon written notice specifying such action as an item of business. A majority of the entire Board of Directors shall have the power to make, alter or repeal these By-Laws provided that a concise statement of the changes made is communicated promptly to the Members.
3. Amendment of Articles of Incorporation. The Articles of Incorporation may be amended by the Members at any Annual or Special Meeting upon resolution of the Board of Directors setting forth the proposed Amendment, which shall be given to the Members with the notice of the meeting.

Pursuant to Article III, Section 1 of the By-Laws, the Board of Directors of A R P A, Inc. hereby prescribes the following eligibility and qualifications for membership in the Corporation:

1. Members of the Board of Directors are Members of the Corporation during their term of office.
2. Persons donating funds to the Corporation in the following amounts are Members of the Corporation in the following categories for a period of one year:
   

   Gift	$15	Note: Superseded by Resolutions (below)
   Student	$15
   Senior	$15
   Individual	$20
   Family	$25
   Organization	$35
   Sustaining	$50

3. The Board of Directors may from time to time elect other persons to membership in the Corporation upon such terms and conditions as it may prescribe.

ATTEST:

_________________________

Elizabeth E. Garey
Secretary
June 29, 1996

That the Resolution of 29 June 1996 be revised to show the following annual membership categories:

Passed by the Board on June 27, 1998

That the Bylaws be revised to show the following annual membership categories:

Passed by the Board, 2005

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