2. obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the elation of directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand.

The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

lf the corporation distributes any written election material soliciting votes for any nominee for director at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

lf this corporation has five thousand (5,000) or more members, then the nomination and elation procedures specified in Section 5522 of the Califomia Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the Board of Directors.

SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the member may be taken without a meeting, if all members shall individually or collectively consent in writing to the anion. The written consent or consents shall be filed with the minutes of the proceedings of the members. The anion by written consent shall have the same force and effect as the unanimous vote of the members.

SECTION 13. RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting fights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership anion, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of the Sonoma County Model Railroad Society, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous Written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 25 pages, as the Bylaws of this corporation.