The procedure on how to make changes in the Constitution and By-Laws was printed in the August 1997 Journal.

Anyone contemplating such changes in the Constitution and By-Laws should refer to that article or refer to the actual Constitution and By-Laws which is available through all Subordinate Lodges.

All proposed changes must be received no later than April 30, 1998 for publication in the Journal. Any changes received after that date will be returned to the member who submitted them and will not be acted upon by the Constitution and By-Laws Committee.

In the proposed changes listed here, language recommended for deletion is denoted by a line through the word or words, while language that is recommended to be added is denoted by underscoring and bold-face type.

1998 PROPOSAL NO. 4

SUBMITTED BY SUBORDINATE LODGE 26

ARTICLE XXIII, SECTION 5, BE AMENDED TO READ:

Sec. 5. Nomination and Election of System Division or Federation Officers. Effective with elections to be held during 1960 and thereafter, all Officers of System Divisions or Federations shall be elected not less often than once every four (4) years either; (1) by secret ballot vote of the members in good standing of each Subordinate Lodge under the jurisdiction of such System Division or Federation or (2) by delegates and incumbent Officers of the System Division or Federation who have been elected by secret ballot vote of the members of said Subordinate Lodges to represent them on such System Division or Federations. Any incumbent Officer of a System Division or Federation originally elected by secret ballot vote to represent a Subordinate Lodge on the System Division or Federation may continue to participate in future elections if so permitted by the System Division's or Federation's Constitution and/or By-Laws and so long as he remains an Officer and provided that Subordinate Lodges are given an opportunity to elect new delegates prior to each election held by the System Division or Federation.

If such elections are conducted by secret ballot vote of the members in good standing of each Subordinate Lodge comprising the System Federation or Division, such election shall be conducted by referendum of said membership and a plurality of the votes cast for each office shall be sufficient to elect. Prior to any such election a reasonable opportunity to nominate candidates shall be afforded by at least fifteen (15) days' advance notice in writing to members of the Subordinate Lodges at their last known addresses of the date, time, and manner in which nominations will be received and the election held. If elections by System Divisions or Federations are conducted by the alternative method of having only Subordinate Lodge delegates and incumbent Officers as aforesaid participate in the election, then the elections shall be by majority vote after at least fifteen (15) days' advance notice in writing to the delegates and incumbent Officers of the date, time, and place in which nominations shall be made and the elections conducted.

The following Officers (or others of comparable title) shall be elected by System Divisions or Federations: A General Chairman, Vice Chairman, Assistant Chairman, Secretary-Treasurer and an Executive Committee consisting of such Officers as shall be designated by the respective System Divisions or Federations in their Constitutions and/or By-Laws. At the option of a System Division or Federation the positions of Vice Chairman, Assistant Chairmen and Secretary-Treasurer may be consolidated in the interest of economy. In addition to the foregoing Officers required by this Constitution and By-Laws, the term "Officer" and the requirements pertaining to his election shall include any member, however designated or titled in the Constitution and/or By-Laws of a System Division or Federation, who is authorized to perform the functions of any of the Officers above enumerated or those of President, Vice President, Secretary-Treasurer or other executive functions of a System Division or Federation, or those of the members of its Executive Committee or similar governing body, if any, and any other member performing functions designated as those of an Officer in the System Division's or Federation's Constitution and/or By-Laws.

No funds received by any System Division or Federation by way of dues, assessments, or similar levy, and no money of an employer of any members of a System Division or Federation, shall be contributed or applied to promote the candidacy of any person in an election conducted by the System Division or Federation; provided, however, that System Divisions or Federations may make expenditures from their funds for notices, factual statements of issues, and other expenses necessary to conduct elections so long as they do not involve the promotion of any candidate. The Secretary-Treasurer of a System Division or Federation, or such other Officer as may be designated in its Constitution and/or By-Laws, shall preserve for one year the credentials of all delegates elected by Subordinate Lodges under the jurisdiction of such System Division or Federation and all minutes and other records of Conventions and/or meetings pertaining to the election of Officers.

Except for the foregoing specific requirements which must be observed in all elections of Officers of System Divisions and Federations, and except as may otherwise be prescribed in other provisions of this Constitution and By-Laws, nominations and elections of Officers by System Divisions and Federations shall be conducted in the form and manner and in accordance with the procedures set forth in their Constitutions and/or By-Laws including eligibility requirements for Officers (not inconsistent with prohibitions of applicable law), filling of any vacancies in office, and terms of office, provided that no such term shall exceed four (4) years.

Following the election of Officers on a newly organized System Division or Federation, or when a change is made in the position of a General Chairman on an organized road, the President of the Grand Lodge will officially notify in writing the Management of the Railroad or Railroads on which the General Chairman is to serve. The General Chairman, following such notification, will advise the Railway Officials of any other System Division or Federation Officers authorized to handle organization matters with such officials.

Following the election of a General Chairman on a newly organized road and the notification of the Management by the Grand Lodge President, the General Chairman will officially notify each Division Superintendent, or corresponding official, in writing, of the Local Chairman or Chairmen authorized to handle matters for the organization on said Division and will keep said officials notified of any changes in said Local Chairmen. This provision will also apply to all organized roads.

1998 PROPOSAL NO. 5

SUBMITTED BY SUBORDINATE LODGE 732

ARTICLE I, SECTIONS 3 AND 4, BE AMENDED TO READ:

Sec. 3. The Grand Lodge shall consist of a President, seven (7) six (6) Vice Presidents, five (5) four (4) of whom shall reside in and be citizens of the United States and two (2) of whom shall reside in and be citizens of Canada; a Secretary-Treasurer, six (6) five (5) members of the Executive Board, five (5) four (4) of whom shall reside in and be citizens of the United States and one (1) of whom shall reside in and be a citizen of Canada. A Chaplain, a Messenger, and such Sentinels and Sergeants-at-Arms as may be necessary shall be appointed by the President at each Convention of the Grand Lodge.

Between Conventions of the Grand Lodge, all administrative, executive and judicial power and authority of the Brotherhood shall be vested in the President, the Secretary-Treasurer, Vice Presidents and the Executive Board except as otherwise provided in this Constitution and By-Laws.

Sec. 4. The foregoing Grand Lodge Officers shall be nominated and elected at the regular quadrennial Conventions of the Grand Lodge by a representative majority vote of the duly accredited delegates elected by secret ballot as hereafter provided in this Constitution and By-Laws; provided, however, that the two (2) Vice Presidents and the member of the Executive Board from Canada shall be nominated and elected by delegates from Canadian System Federations and the five (5) four (4) Vice Presidents and the five (5) four (4) members of the Executive Board from the United States shall be nominated and elected by delegates from United States System Divisions or Federations. Each of the five (5) four (4) Vice Presidents and five (5) four (4) members of the Executive Board from the United States shall be from a System Division or Federation in his respective region and shall be nominated and elected by delegates from his respective region. Provided further, that the Grand Lodge President and Grand Lodge Secretary-Treasurer shall be nominated and elected by a representative majority vote of the delegates from both Canada and the United States. Grand Lodge Officers shall serve for a term of four (4) years unless removed by death, resignation or for cause, and shall be eligible for re-election. They shall be installed during the session of Grand Lodge in which they are elected, their installation and term of office to be effective commencing September 1 following election except in the case of filling an unexpired term, when such Officer shall take charge of his office immediately upon being elected and he shall serve for the remainder of the term; provided, however, that the term of office of any temporary Grand Lodge Officer will expire immediately upon the election and installation of his successor.

Any member including an incumbent Grand Lodge Officer residing in the United States who is seventy (70) years of age or over at the time the election is held shall not be eligible for election or re-election as a Grand Lodge Officer.

Any member including an incumbent Grand Lodge Officer residing in Canada who is sixty-five (65) years of age or over at the time the election is held shall not be eligible for election as a Grand Lodge Officer; provided, however, that any Canadian Grand Lodge Officer shall retire on the last day of the month in which he reaches the age of sixty-five (65) years and provided further, however, that any member residing in Canada shall be eligible for election as Grand Lodge President or Secretary-Treasurer, provided he is under seventy (70) years of age at the time the election is held, and if elected to either of said offices, such individual shall retire on the last day of the month in which he reaches the age of seventy (70) years.

Unless otherwise ineligible by virtue of other provisions of this Constitution and By-Laws or provisions of applicable law, any member who, at the time of his nomination, has been in continuous good standing (as hereafter defined in Article XXI, Section 7) of a Subordinate Lodge of the Brotherhood, and is paying full dues as prescribed in the first paragraph of Article XIX, Section 3, who has established at least twelve (12) months' seniority rights on some railroad in the departments coming under the jurisdiction of the Brotherhood, and who has at least twelve (12) months' continuous membership in the Brotherhood at the time of nomination and election and is a member in good standing at time of assuming office, shall be eligible for nomination and election as a Grand Lodge Officer.

Every bona fide candidate for Grand Lodge office shall have certain rights with respect to the distribution of campaign literature and freedom from discrimination. The Grand Lodge will comply with all reasonable requests of all such candidates to distribute, by mail or otherwise, at the candidate's expense, campaign literature in aid of his candidacy to all members in good standing of the Brotherhood. Whenever the Grand Lodge or its incumbent Officers authorize distribution to members, by mail or otherwise, of campaign literature on behalf of any bona fide candidate for office or on behalf of the Grand Lodge itself with reference to elections, similar distribution shall be made by the Grand Lodge and its Officers for any other bona fide candidate if so requested by such candidate, and equal treatment will be accorded as to the expense of such distribution to be borne by such candidate. Every bona fide candidate shall have the right upon request, once within thirty (30) days prior to Grand Lodge elections in which he is a candidate, to inspect the list containing the names and last known addresses of all members of the Brotherhood who are subject to Union Shop Agreements requiring membership in the Brotherhood as a condition of their employment, which lists shall be maintained by the Secretary-Treasurer at the Headquarters of the Brotherhood. The Grand Lodge shall also provide adequate safeguards to insure that its elections are fair and impartial, and any candidate has the right to request and designate an observer at the polls and the counting of ballots.

No funds received by the Brotherhood through initiation fees, dues, assessments or similar levy shall be contributed or applied to promote the candidacy of any person in elections of Grand Lodge Officers, nor shall any money of an employer of members of this Brotherhood be so contributed or applied. The Brotherhood may, however, expend its funds for notices, factual statements and other expenses necessary for the conduct of its elections so long as such activities do not involve promotion of candidates for office.

The Secretary-Treasurer shall preserve for one (1) year the credentials of all delegates and alternates and all ballots, minutes and other records of the Convention pertaining to the election of Grand Lodge Officers.

1998 PROPOSAL NO. 6

SUBMITTED BY SUBORDINATE LODGE 732

ARTICLE IV, SECTION 3, BE AMENDED TO READ:

Sec. 3. The Vice Presidents will be assigned to the following duties, namely:

Two to be located in Canada. Five Four to be located in the United States. Those located in the United States shall be elected from one of each of five four regions comprising the Northeastern territory, the Northwestern territory, the Southeastern territory, and the Southwestern territory and the Western territory. The Grand Lodge President shall designate the territory comprising each region and the territorial assignments of the two located in Canada. The Grand Lodge Vice Presidents shall devote their entire time to the upbuilding of the Brotherhood, to do such work as decided upon by the Grand Lodge Officers at their annual meetings. They will work under the direct instructions of the President. They shall visit and instruct Subordinate Lodges, assist the General Chairmen in their committees and boards and shall have authority to examine and audit the records and books of any Subordinate Lodge and shall institute civil and criminal action to protect the interests of the Brotherhood when so directed by the President. Each Vice President shall prepare a written report on their activities and responsibilities during their term to be presented at each Regular Convention.

1998 PROPOSAL NO. 7

SUBMITTED BY SUBORDINATE LODGE 732

ARTICLE XXIII, SECTION 14, BE AMENDED TO READ:

Sec. 14. International and Regional Associations. International and Regional Associations, as may be decided by the Grand Lodge Officers, General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, are hereby created for the purpose of protecting and promoting the collective bargaining and legislative interests of Maintenance of Way employes.

The International Association shall be composed of all General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, and all Grand Lodge Officers and Appointees.

Regional Associations shall be composed of all the General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, within a prescribed region, the Grand Lodge President, the Secretary-Treasurer, the Vice President or Vice Presidents assigned to such region.

Except for Grand Lodge Officers, the expense of International and Regional Associations shall be borne by the respective System Divisions or Federations.

For establishment of Regional Associations, the following Regions shall be created:

Northeast Region Southwest Region

Northwest Region Western Region

Southeast Region

All System Divisions and Federations in Canada shall be subject to these By-Laws and the By-Laws governing the Central Committee for Canada. The Central Committee for Canada is a committee duly authorized by the Grand Lodge President and the Joint Protective Boards of the Brotherhood of Maintenance of Way Employes on Canadian railways for the purpose of negotiating rates of pay and working conditions for Maintenance of Way Employes represented by System Federations in Canada.

When it becomes apparent that it is the desire of the members to inaugurate a general movement for the improvement of wages or general working conditions, the Grand Lodge President shall convene the International Association for the purpose of considering and determining what action shall be taken in connection with such movement.

It shall be the policy of the Brotherhood to establish uniform basic working rules and rates of pay for members performing comparable work.

Effective January 1, 1979, upon acceptance of any new National Agreement applicable to railroads in the United States and Canada under this Section and prior to the execution thereof, the Grand Lodge President or his designated representative shall submit a summary of the proposed new agreement to all active members of the Brotherhood directly affected by such agreement for its ratification or rejection by a majority of those voting.

1998 PROPOSAL NO. 8

SUBMITTED BY R. A. BOWDEN

GENERAL CHAIRMAN, BMWE(E)

ARTICLE XXIII, SECTION 14, BE AMENDED TO READ:

Sec. 14. International and Regional Associations. International and Regional Associations, as may be decided by the Grand Lodge Officers, General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, are hereby created for the purpose of protecting and promoting the collective bargaining and legislative interests of Maintenance of Way employes.

The International Association shall be composed of all General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, and all Grand Lodge Officers and Appointees.

Regional Associations shall be composed of all the General Chairmen, Vice Chairmen, Assistant Chairmen and Secretary-Treasurers of System Divisions or Federations, or others of comparable title, within a prescribed region, the Grand Lodge President, the Secretary-Treasurer, the Vice President or Vice Presidents assigned to such region.

Except for Grand Lodge Officers, the expense of International and Regional Associations shall be borne by the respective System Divisions or Federations.

For establishment of Regional Associations, the following Regions shall be created:

Northeast Region Southwest Region

Northwest Region Western Region

Southeast Region

All System Divisions and Federations in Canada shall be subject to these By-Laws and the By-Laws governing the Central Committee for Canada. The Central Committee for Canada is a committee duly authorized by the Grand Lodge President and the Joint Protective Boards of the Brotherhood of Maintenance of Way Employes on Canadian railways for the purpose of negotiating rates of pay and working conditions for Maintenance of Way Employes represented by System Federations in Canada.

When it becomes apparent that it is the desire of the members to inaugurate a general movement for the improvement of wages or general working conditions, the Grand Lodge President shall convene the International Association for the purpose of considering and determining what action shall be taken in connection with such movement.

It shall be the policy of the Brotherhood to establish uniform basic working rules and rates of pay for members performing comparable work.

Effective January 1, 1979, upon acceptance of any new National Agreement applicable to railroads in the United States and Canada under this Section and prior to the execution thereof, the Grand Lodge President or his designated representative shall submit a summary of the proposed new agreement to all active members of the Brotherhood directly affected by such agreement for its ratification or rejection by a majority of those voting.