SECTION 10. LAYOUT SUPERINTENDENT

The Layout Superintendent is responsible to carry out, or cause to be carried out, the design, planning, construction, and maintenance of the Sonoma County Model Railroad Society model railroad.

SECTION 11. OPERATIONS SUPERINTENDENT

The Operations Superintendent is responsible to carry out, or cause to be carried out, the functions and abilities required to show the Sonoma County Model Railroad Society model railroad to the general public and otherwise provide for the Sonoma County Model Railroad Society model railroad operation.

SECTION 12. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fad that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services adultly rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the board or on any committee which has the authority of the board.

(c) The fixing of compensation of the directors for serving on the board or on any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the board or the members thereof.