BY-LAWS OF THE
NORFOLK & SOUTHERN HISTORICAL SOCIETY, INCORPORATED

As Adopted on April 20, 2002

Article 1
Names and Purposes
Section 1 - Name, Location, and Official Seal:

The name of the organization is the Norfolk & Southern Historical Society, Inc., incorporated under the laws of the State of North Carolina and hereinafter referred to as the Society. The principal office and place of business is at 2222 West Club Boulevard, Durham, Durham County, North Carolina. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the corporation may require. The official seal adopted by the Board of Directors is kept by the Secretary and shall be affixed to all legal documents or transactions as required.

Section 2 - Purposes and Objectives:

The Society is organized to secure and study the history of, and educate the public about the history of, the original Norfolk (&) Southern Railroad/Railway as a charitable and educational organization within the meaning of Sections 501 (c) (3), and to receive gifts which qualify under Section 170, of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Code.

Section 3 - Limitations:

The Society shall not carry on any activity prohibited by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code, or any activity prohibited by an organization, contributions to which are deductible under Section 170 (c) (2) of the Code. No part of the net earnings of the Society shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 1, Section 2. The avoidance of conflict of interest shall be a guiding principle in all Society endeavors. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 4 - Fiscal Year:

The Society's fiscal year is January 1 to December 31, inclusive, unless otherwise defined by the Board of Directors.

Section 5 - Existence:

It is the intent of this Society that it have perpetual existence. In the event of dissolution of the Society, either voluntary or involuntary, all assets and property which remain after the discharge of the Society's liabilities shall be paid over or distributed by the Board of Directors to a like organization operating in the State of North Carolina, as determined by the Board of Directors in its sole discretion, and shall be used or distributed for no other object or purpose whatsoever; provided, however, that any such organization must be exempt from federal income taxes under Section 501 (c) (3) of the Internal Revenue Code, as amended. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes.

Article 2
Board of Directors
Section 1 - Number and Composition:

The Board of Directors, hereinafter referred to as the Board, shall be composed of seven (7) voting members as follows:

Seven (7) Directors shall be elected for three-year terms with two, two, and three of the terms expiring on the last day of each fiscal year, respectively. Their successors shall be elected by a majority vote of the voting Directors present and voting at the annual meeting. The founding Board, after adoption of these by-laws, shall draw lots for two, two, and three terms of three, four and five years, respectively, to establish a rotation. A slate of Director candidates shall be chosen by the Nominations Committee of the Board.

Section 2 - Terms of Office:

Each Director shall serve a term of three (3) years.

Section 3 - Meetings and Procedural Rules:

The annual meeting of the Society shall be the Spring meeting. The Board shall meet at such other times as the presiding officer shall deem necessary. A special meeting may be called at any time by the President of the Board or upon the written request of any three (3) Directors. The nature of the meeting shall be stated in the notice. Robert's Rules of Order governs the conduct of business.

Section 4 - Quorum:

More than 50% of the voting Directors in office shall constitute a quorum.

Section 5 - Informal Action by Directors or Committees:

Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all the Directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action so taken. If a meeting of Directors otherwise valid is held without proper call or notice, action taken at such meeting otherwise valid is deemed ratified by a Director who did not attend unless promptly after having knowledge of the action taken and of the impropriety in question he files with the Secretary of the Society his written objection to the holding of the meeting or to any specific action so taken. Any one (1) or more Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed presence in person at such meeting.

Section 6 - Powers and Duties:

The Board of Directors may exercise all power and authority of the Society and carry out such legal acts and duties for the furtherance of the aims of the Society and transaction of its affairs as are not prohibited by statute, this Constitution or by the Certificate of Incorporation. The Board may employ such accountants as it deems advisable for the proper verification of all accounts and require an officer of the Society to carry such bonds as it deems advisable. Each Director shall discharge his duties as a Director, including his duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interest of the corporation.

Section 7 - Remuneration:

No Directors shall be paid any salary by the Society.

Section 8 - Members:

The Directors shall be the members of the Society, and their meetings shall constitute meetings of the members of the Society.

Section 9 - Director's Conflict of Interest:

Any corporate transaction in which a Director has a direct or indirect interest must be authorized, approved, or ratified in good faith by a majority, not less than two (2), of the Directors who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved, or ratified by a single Director. For purposes of this Section, a Director has an indirect interest in a transaction if:

(a) Another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or

(b) Another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board.

Section 10 - Certain Director Liability:

In addition to other liabilities imposed by law upon directors, a Director shall be subject to the following liabilities:

(a) All Directors who vote for or assent to any distribution of assets of the corporation contrary to any lawful restrictions in the North Carolina Nonprofit Corporation Act (the "Act"), the Articles of Incorporation, or these by-laws, shall be jointly and severally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating such restrictions.

(b) All Directors who vote for or assent to the making of any loan or guaranty or other form of security by the corporation to or for the benefit of the Directors or officers of the corporation, or any of them, except loans, guaranties or other forms of security made to full-time employees of the corporation who are also Directors or officers of the corporation and which were made in accordance with Section 6 of this Article, and this Section, shall be jointly and severally liable to the corporation for the repayment or return of the money or value loaned, with interest thereon at the legal rate until paid, or for any liability of the corporation upon the guarantee.

(c) A Director shall not be liable under the provisions of subparagraphs (a) and (b), above, if he performed his duties in compliance with Section 6 of this Article or (unless his actual knowledge concerning the matter in question makes such reliance unreasonable) he relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (1) one or more officers or employees of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Director reasonably believe are within their professional or expert competence; or (3) a committee of the Board of which he is not a member if the Director reasonably believes the committee merits confidence.

Section 11 - Officer, Director, Employee, and Agent Indemnification:

(a) Each person who was or is a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter, a "proceeding" and including without limitation, a proceeding brought by or on behalf of the corporation itself), by reason that he is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, where the basis of such proceeding is alleged action in an official capacity as Director, officer, employee or agent or in any other capacity while serving as Director, officer, partner, employee, agent, trustee or administrator, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the North Carolina Nonprofit Corporation Act of 1994 (the "Act") as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than the Act permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to serve in the capacity that initially entitled such person to indemnification hereunder and shall inure to the benefit of his heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

(b) The right to indemnification conferred in this subparagraph (a) above shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act so requires, the payment of expenses incurred by a Director, officer, employee or agent in his capacity as such (and not in any other capacity in which service was or is rendered by such person while a Director, officer, employee, or agent including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section or otherwise.

(c) If a claim under subparagraphs (a) and (b) above hereof is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct, set forth in the Act, nor an actual determination by the corporation (including its Board or independent legal counsel) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d) The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), the Articles of Incorporation, these bylaws, any agreement, the vote of disinterested Directors, or otherwise.

(e) The corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, officer, employer or agent of the corporation or is or was serving at the request of the corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against and incurred by that person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify that person against such liability under the Act.

(f) If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify and hold harmless each Director, officer, employee and agent of the corporation, as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

Section 12 - Removal of Directors:

Any Director, whether or not an officer, may be removed from the Board of Directors, including removal from any office held, by the affirmative vote of two-thirds of the Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such Director proposed to be removed shall be entitled to at least five (5) days' notice in writing by registered mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Article 3
Officers
Section 1 - Title of Officers:

The officers of the Board shall consist of a President, a Vice President, a Secretary and a Treasurer. The President and Vice President shall be nominated by the Nominations Committee from the Directors and elected by the Directors of the Society. The Secretary and the Treasurer shall be appointed by the President from the Directors and confirmed by the Board.

Section 2 - Election of Officers and Terms of Office:

The President and Vice President shall be elected by the Board at the annual meeting for a term of two years, and the Nominating Committee may choose to have the officers succeed themselves. An officer shall hold office until a successor is appointed or elected. Other officers will be appointed by the President and confirmed by the Board.

Section 3 - Duties of the President:

The President shall preside at all meetings of the Board and have all powers and duties incident to such office. The President shall conduct and have charge of the affairs of the Society subject to approval of a majority of the Board; and shall submit, with the annual report, recommendations of the conduct of the affairs of the Society for the following year. In the event of a vacancy among the Directors, the President shall have the authority to appoint a person to fill the unexpired term. The President shall appoint the Chair of each Committee, as well as the Directors to serve on each Committee.

Section 4 - Duties of the Vice President:

In the absence of the President, the Vice President shall preside at any meeting of the Board and otherwise perform the duties of the President. In the event that the Office of President shall become vacant for any reason, the Vice President shall assume the duties of the President until the next meeting of the board, at which time a successor President shall be elected to complete the unexpired term. In the event the office of Vice President becomes vacant for any reason, the President shall select a Director to fill the vacancy until the next meeting, at which time a successor Vice President shall be elected to fill the unexpired term.

Section 5 - Duties of the Secretary:

The Secretary shall be responsible for the minutes of all meetings of the Board, shall give notice of all meetings, shall keep all records and papers of the Society, and shall conduct the general correspondence and such special communications as directed by the President. The Secretary shall perform other duties as the Directors may prescribe.

Section 6 - Duties of the Treasurer:

The Treasurer shall be responsible for the disbursement of funds. The Treasurer shall have charge of all finances of the Society, under the direction of the Board, and shall keep accurate accounts of all receipts and disbursements, and shall make a detailed report at the annual meeting of the Board. The Treasurer is authorized to establish bank accounts for the Society, and is authorized to prepare tax returns for the Society in the event they should become necessary. In the event the Treasurer is unable to perform his or her duties, the President, Vice President or Secretary, in that order of precedence, are authorized to perform the duties of the Treasurer. The Treasurer shall perform other duties as the Directors may prescribe.

Section 7 - Duties of Officers:

(a) An officer with discretionary authority shall discharge his duties under that authority in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interests of the corporation.

(b) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of his office in compliance with subparagraph (a), above, or (unless his actual knowledge concerning the matter in question makes such reliance unreasonable) he relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within their professional or expert competence.

Article 4
Committees
Section 1 - General:

The Society shall have standing committees and such special committees as the Board deems necessary or desirable. The President of the Society shall appoint the Chairs and members of each committee. No committee shall have the authority as to the following matters:

(a) Authorized distributions.

(b) Approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets.

(c) Elect, appoint or remove Directors, or fill vacancies on the Board or any of its committees.

(d) Adopt, amend, or repeal the Articles of Incorporation or by-laws.

Section 2 - Nominations Committee:

There shall be a Nominations Committee of the Society, the Chair of which shall be appointed by the President of the Society. The membership of this committee shall consist of three (3) Directors. The Committee shall create and manage a pool of candidates for consideration as Directors. The Nominations Committee will be activated one year before the first class of original Directors reaches its term limit.

The Nominations Committee shall present to the Board at the annual meeting the names of at least two (2) nominees for consideration as Directors. In addition, the Nominations Committee shall present to the Board for two-year terms a Director nominated for President of the Society and an Director nominated for Vice President of the Society.

Section 3 - Ad Hoc Committees:

The President of the Society may establish ad hoc committees as deemed necessary for the conduct of Society Business.

Section 4 - Committee Action as Board Action:

The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility or liability imposed upon it or him by law; and any resolutions adopted or other action taken by any such committee within the scope of authority delegated to it by the Board of Directors shall be deemed for all purposes to be adopted or taken by the Board of Directors.

Article 5
Method of Approving the Budget

The President of the Society shall submit the proposed annual budget to the Society Board of Directors for adoption. If the Board of Directors does not adopt the budget as presented, it shall adopt a budget.

Article 6
Method of Amending By-Laws:

The By-Laws may be amended as follows:

(a) The text of the proposed amendment is presented in writing to the President.

(b) The President obtains a written legal opinion by counsel as to its effect, if any, of the proposed amendment on the exempt status within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.

(c) The Secretary mails to the members of the Board a copy of the proposed amendment no less than ten (10) days prior to the scheduled meeting of the Board.

(d) The Board determines its approval or disapproval of the proposed amendment(s). A majority vote of the Directors present at a meeting where there is a quorum is required for approval of the amendment(s).