ARTICLE I

NAME

This industry credit group shall be known as the National Rail Transportation Credit Group (hereinafter known as "NRTC").

ARTICLE II

PURPOSE

The primary purpose of the NRTC is to provide certain educational benefits to the membership within the industry in order that the member firms' representatives may more knowledgeably perform their individual duties with respect to the credit and collections activities of their business. In no event, however, shall the NRTC participate in or give consideration to any activity, plan, understanding or arrangement which would restrict or interfere with the exercise of free and independent judgment by the members in the management or operation of their respective businesses. Nothing contained in these by-laws shall authorize or empower the NRTC to perform or engage in any acts or practices prohibited by law.

ARTICLE III

MEMBERSHIP

Section I. Company membership in the NRTC shall be available to those railroad companies who are members in good standing of the National Association of Credit Management through one of its affiliated associations and which:

1. Are north american railroads and any intermodal entities either wholly-owned by the railroad companies or wholly-owned by any holding company which directly owns a member railroad.

2. The revenue requirement will be a minimum of $75 million.

3. Members will become ineligible if revenues fall below $50 million for 3 consecutive years.

4. Is represented by a credit person who, as their primary job function, has the credit responsibility for the member firm, and who is not directly involved in solicitation of sales or management of sales.

5. Shall be eligible for membership in the NRTC under the terms and conditions prescribed in these by-laws.

Section II. Applications for membership shall be presented to NACM Southwest, signed by the applicant, and if approved for membership in the NRTC, will fulfill and perform all of the obligations and requirements of membership as contained in these by-laws and in any amendment which may from time to time be made hereto.

Each Rail Transportation company member company shall be entitled to one vote, such vote to be designated to the primary representative or his/her assignee.

Section III. A member may be expelled for any of the following violations:
1. Divulging confidential NRTC information to unauthorized persons;
2. Conduct which brings discredit to the NRTC, or
3. Failure to maintain membership in good standing.

The Chairman shall advise the member of such violation in writing and such violation shall be considered at the next Group meeting at which time the member in alleged violation shall have the opportunity to answer all charges. If the Group determines that the member in fact violated such requirement it may expel the member. Expelled members may reapply for membership.

Section IV. NRTC representation may be transferred within the member company in order to accommodate personnel and organizational changes. Such changes should be communicated in writing to the NACM, with a copy to the current NRTC chairperson.

Section V. Membership in the NRTC shall include Special Interest membership in the Transportation Revenue Management Group (TRMG), along with all rights and privileges of TRMG membership. Termination of membership in NRTC for any reason automatically terminates membership in TRMG.

ARTICLE IV

MEETINGS

Section I. Meetings will be held two times per year and/or in conjunction with the Transportation Revenue Management Conference. . The exact date and locations determined by the TRMG.

Section II. A quorum for a duly constituted meeting shall be comprised of NRTC company members attending said meeting. All matters shall be decided by a majority vote (except as otherwise provided herein) of members present at a duly constituted meeting.

Section III. Meetings and all meeting activities shall be open to all NRTC member companies in good standing, within attendance guidelines established by the Steering Committee.

Section IV. Substitution of representatives at NRTC meetings shall be permitted, such that the member company shall be allowed representation at NRTC meetings at the member fees: An NRTC member company with full memberships shall be permitted representations at NRTC meetings at the member fee, regardless of whether any of those individuals is a named NRTC member. Substitution is limited to full time employees of the member company. Substitution at NRTC meetings shall not constitute a change in actual membership; such membership changes must be reported in writing per Article III, Section IV herein.

ARTICLE V

OFFICERS

Section I. The officers of the NRTC shall consist of a Chairman and a Vice Chairman, both of whom will be elected officers, and a Counselor who will be the most recent past Chairman available. All three officers must be rail company member representatives. In January of every odd-numbered year, a new Vice Chairman shall be elected. The incumbent Vice Chairman shall become Chairman beginning with the first meeting and shall serve a term of two years. Vacancies of unexpired terms shall be filled by a majority vote of the rail company members by ballot.

Section II. In the event the Chairman cannot attend a meeting, the Vice Chairman will preside. If neither the Chairman nor the Vice Chairman can attend, the Counselor will preside. If none of the incumbent Officers are in attendance, the attending members will elect a temporary Chairman for that meeting.

Section III. The process for nominating and electing new Officers shall be as follows: A nomination ballot will be sent to all rail company members by electronic mail in January of every odd-numbered year. The Chairman will verify each nominee's willingness to serve before being placed on the election ballot. The election ballot will be sent to all rail company members the following February. The results of voting will be announced by email to all members.

Section IV. The duties of the Chairman and Vice Chairman shall the customary duties of such Officers except as provided herein. Meetings shall be operated in compliance with these by-laws.

Section V. The Chairman of the NRTC shall serve as the group's representative on the Leadership Council of the TRMG.

ARTICLE VI

COMMITTEES

The Officers of the NRTC may appoint ad hoc committees consisting of two or more members for any purpose deemed suitable by the membership.

ARTICLE VII

SERVICES

All group product and services shall be held by the NACM Southwest for the benefit of all members, and all intellectual property shall become the property of the NACM Southwest.

ARTICLE VIII

AMENDMENTS

Amendments to these by-laws may be proposed to the Chairman by any member. Adoption and ratification of proposed change(s) shall be on the vote of two-thirds of the Transportation company members by any legal means, following a 60 day notice of the intended amendment by any legal means.

Ratified and adopted 04/23/07