CENTRAL RAILWAY MODEL AND

HISTORICAL ASSOCIATION, INC

P.O. Box 128, Central, South Carolina 29630

Revised September 1, 2008

ARTICLES OF ASSOCIATION

ARTICLE I: NAME AND STATUS

Section 1: The name of this organization shall be "Central Railway Model and Historical Association, Inc".

ARTICLE II: PURPOSE

Section 1: The purpose of the Association shall be to record, promote, educate and enjoy Railroad Heritage in America, especially in the Carolinas; including, but not limited to:

  • A: the collection and operation of model and toy trains,
  • B: The modeling and operation of museum-quality historical dioramas for public viewing.
  • C: Safe and responsible Rail-Fanning, including organized excursions
  • D: The establishment of a library consisting of a collection of books, papers and periodicals, photographs, videos and memorabilia.
  • E: Maintain a museum displaying various aspects of historical railroading and model railroading if at all possible.

ARTICLE III: FISCAL YEAR

Section 1. The fiscal year of the association shall be from January 1 to December 31.

ARTICLE IV: MEMBERSHIP

Section 1: ELEGIBILITY: Membership shall be open to any person, whose interests coincide, in whole or in part, with any of the above-stated purposes of the Association

Section 2. CLASSIFICATIONS

  • A.REGULAR MEMBERS must be at least 18 years of age, and shall be entitled to hold office in the Association and to vote on any issue brought before the general membership.
  • B. ASSOCIATE MEMBERSHIP shall be available to household and immediate family members of Regular Members, or to any other persons under the age of eighteen (18) who are sponsored by Regular Members. They shall not be entitled to vote or to hold office in the Association, and their dues shall be one- half those of Regular Members.
  • C. HONORARY MEMBERSHIP may be conferred upon those deemed worthy by reason of extraordinary contributions to this association, or to the cause of railroading in general, subject to the approval of a majority (51%) of the Association's Regular Members. They shall not be required to pay dues, hold office, or participate in Association activities, but they shall have the right to attend any meeting or activity.

ARTICLE V: BOARD OF DIRECTORS

Section 1: The Board of Directors shall be responsible for governing the activities of the Association. All powers not specifically prohibited shall be vested in the Board of Directors, which shall consist of the following Officers:

  • A. Chief Executive Officer (President)
  • B. Division Superintendents (Vice Presidents) one of more as directed by the membership to carry out the business and affairs of the Association.
  • C. Paymaster (Treasurer)
  • D. Stationmaster (Secretary)

ARTICLE VI: QUORUM

Section 1: At any regular or special meeting of the Association, a quorum shall consist of all Regular Members present, either in person or by written proxy. Only a Regular Member shall be entitled to vote the proxy of another Regular Member. A written proxy may be "General", regarding all matters subject to vote, or "Limited", covering only one or more specific item(s) to be voted upon.

ARTICLE VII: DISSOLUTION

Section 1: The Association may be dissolved at any duly called meeting, subject to a two-thirds majority vote of those members present, either in person or by written proxy. In the event of a vote for dissolution, the Board shall, at the same duly called meeting, recommend the manner of disposition of the Association assets. A two-thirds majority vote of those members present, either in person or by written proxy, must approve the plan of distribution/disposition. The plan of distribution/disposal must meet the requirements of the IRS section 501(c)(3).

ARTICLE VIII: BY-LAWS

Section 1: The Association may adopt such By-Laws as may be deemed necessary to further or enhance the accomplishment of the Purpose of the Association.

ARTICLE IX: ADOPTION AND AMENDMENT

The Association may adopt, alter or amend these Articles of Association, and/or its By-Laws, by a two thirds majority vote at any Regular or duly called Special meeting, upon a thirty day written notice to the members.

* * * * * * * *

BY-LAWS

ARTICLE I: MEETINGS

Section 1: CONDUCT OF MEETINGS: All Association meetings shall be conducted under the auspices of "Robert's Rules of Order."

Section 2: ADJOURNMENT: Any meeting of the Regular Membership may be adjourned by a vote of a majority (51%) of the members present. No further business may be transacted following adjournment.

Section 3: CLASSES OF MEETINGS:

  • A.ANNUAL MEETING: shall be held in conjunction with the December Regular meeting, for the purpose of electing Officers (Board of Directors).
  • B.REGULAR MEETING: shall be held on monthly at a date, time and location as determined by the Board of Directors and notified to the membership
  • C. SPECIAL MEETINGS: shall be held upon a minimum ten day notification of Members, on those occasions deemed necessary, by any Officer or Director, with Association business or concerns to present for action. Any Regular Member (non-Officer or Director) may petition any existing Officer/Director to call a Special Meeting; it being that Officer/Director's responsibility to evaluate the request and take appropriate action.
  • D. WORK SESSIONS: shall be called as deemed necessary by any Officer or Regular Member, to perform tasks or planning which may become necessary to further accomplish the Association's goals and activities. No other business may be conducted at such work sessions.
  • E. BOARD MEETINGS: Meetings of the Board of Directors shall be held as deemed necessary, but no less frequently than annually. This annual meeting of the Board of Directors may be held in conjunction with the associationís annual meeting. The Chief Executive Officer shall act as Chairman of the Board and shall preside at all meetings of the Board. In the absence of the Chief Executive Officer from any duly called Board meeting, the Directors present shall elect a Chairman for that meeting. Minutes will be kept of actions taken at all Board meetings by the Stationmaster, or in his absence, by the Paymaster.

ARTICLE II: OFFICERS

Section 1: CHIEF EXECUTIVE OFFICER (President) shall:

  • A. Preside over all Annual, Regular and Special meetings, and at all meetings of the Board of Directors.
  • B. Appoint all committees and temporary or special offices, and shall
  • Be a member ex-officio of all such committees.
  • C. Be responsible for the overall conduct and planning of Association activities.

Section 2: DIVISION SUPERINTENDENTS (Vice Presidents) shall:

  • A. Be elected as deemed necessary by the membership to carry out the needs of the Association.
  • B. Preside over any regular , annual or special meeting of the membership from which the Chief Executive Officer is absent
  • C. In the event that the Association has caused to be elected more than one Division Superintendent, the Division Superintendent with the lowest membership number shall be considered the senior member.

Section 3: PAYMASTER (Treasurer) shall:

  • A. keeps an accurate record and account of all monies received and disbursed, and of all of the assets and liabilities of the Association.
  • B. Deposit all cash promptly in the bank account specified by the Board of Directors.
  • C. Make payments as authorized by the Board of Directors.
  • D. Prepare monthly financial statements for distribution to the Board of Directors at Board meetings, and present financial summaries at the monthly Regular Meetings of the Association.
  • E. Be responsible for the collection of all dues and fees.
  • F. Certify Regular Members for voting purposes.

Section 4: STATIONMASTER (Secretary) shall:

  • A. keeps accurate minutes of all Regular and Board meetings.
  • B. maintains a permanent membership register.
  • C. Notify Members of all meetings and activities, through Association newsletter or by written notice.
  • D. handles general correspondence, including publicity.
  • E. inform Regular Members of any pending changes in the Articles of Association and/or By-Laws, and the voted action taken upon such changes

ARTICLE III: TERM OF OFFICE

The normal term of office for Officer/Directors shall be (2) years, and the terms of office will be staggered to prevent a complete change of incumbents in any one year.

In order to promote the sharing of responsibilities within the Association, officers shall be limited to two (2) consecutive terms in the same office.

ARTICLE IV: ELECTIONS

Section 1: CHIEF EXECUTIVE OFFICER, PAYMASTER, and STATIONMASTER

All officers of the Association shall be elected so that there is no complete changeover of officers in any one year, as provided in Article III, Section A or, if a vacancy occurs, at the first Regular meeting following the vacancy. Nominations will be accepted from the floor, subject to acceptance by the nominee and, after nominations have been closed, voted upon by the Regular members present, either in person or by written proxy. A majority (51%) of votes is needed for election.

Section 2: MEMBERSHIP INTERESTS:

All regular members may declare any specific interests they have with regard to railroading in any form, and whether or not they have multiple interests. The Stationmaster will keep a permanent record of such interests with the understanding that a member may from time to time wish to change his or her indicated interest by relaying such desire to the Stationmaster in writing.

ARTICLE V: COMMITTEES

All Committees shall consist of a Chairman, appointed by the chief Executive Officer, and a minimum of two (2) additional Regular members. They shall meet as required and report their progress at Regular Association meetings.

Section 1: STANDING COMMITTEES.

  • A. RULES AND BY-LAWS: Responsible for recommending and presenting to the Regular Membership any amendments, additions or deletions to the By-Laws which govern the Association.
  • B.PUBLICITY AND PROMOTIONS: Responsible for publicizing Association activities, in the CRM&HA newsletter and any local or national media, including radio and television. Responsible for coordinating all public displays of Association property, in conjunction with Division Superintendents.
  • C.PROGRAMS: Responsible for coordinating material and formats for information and instruction presented during the monthly Association meetings.

Section 2: AD HOC COMMITTEES: These committees shall be formed as deemed necessary by the Board of Directors, and shall be dissolved upon the completion of their assigned task.

ARTICLE VI: RESPONSIBILITY OF ASSOCIATION

Section 1: The Association shall accept responsibility for property loaned to it providing consent to the loan has been obtained from the Board of Directors in advance of the loan itself.

Section 2: The Association shall not be liable for any damage caused to the personal property of members or visitors while attending Association meetings or activities which is determined by the Board of Directors to have been preventable by diligence on the part of its owner

Section 3: The Association shall not be liable for any injury to a member which is due to the negligence of that person.

ARTICLE VII: RESPONSIBILITIES OF MEMBERS

All members shall have the following responsibilities:

Section 1: Maintenance of Member status by prompt payment of dues as specified.

Section 2: Adherence to Association By-Laws.

Section 3: Attendance at Association meetings, whenever possible

Section 4: Active participation in the planning and execution of Association projects and exhibitions.

Section 5: Promotion of Association goals.

Section 6: Voting on Association business. (Not applicable to Associate Members).

ARTICLE VIII: RIGHTS OF MEMBERS

Regular Members shall enjoy the following rights:

Section 1: Voting on Association business, on the basis of one (1) vote per member.

Section 2: participation in Association activities.

Section 3: Attendance at Association meetings and functions.

ARTICLE IX: APPLICATION FOR MEMBERSHIP: shall be made by

Section 1: Completion of Application Form.

Section 2: Acceptance of the Responsibilities of Members, as stated above.

Section 3: Payment of Dues as specified by the Board of Directors for their membership classification.

ARTICLE X: DUES

Regular and Associate membership dues shall be collected at the time of, or prior to, the first Regular Meeting of each fiscal year. Dues shall be levied as follows:

Section 1: Annual Dues shall be collected from December 1 of each year to the second meeting of the new year (The February meeting).

Section 2: The amount of Annual Dues shall be determined by the Board of Directors, subject to the vote of the Regular Membership, to provide for normal business expenses of the Association.

ARTICLE XI: SUSPENSION OR DISMISSAL

Section 1: Members who fail to pay their dues on a timely basis (on or before the beginning of the next fiscal year) will be carried on the membership rolls as a "member-in-arrears" with no voting rights, for a maximum of thirty (30) days, after which the individual will no longer be considered a Member.

Section 2: Members in violation of Association rules or who have not fulfilled their responsibilities as Members are subject to suspension or dismissal at the option of the Board of Directors, subject to the approval of the Association membership.

ARTICLE XII: REINSTATEMENT

Section 1: Reinstatement of suspended or dismissed Members shall be subject to a majority (51%) vote of the Regular Members, either present or by proxy, at any duly called meeting of the Association.

Section 2: Application for reinstatement must be accompanied by full payment of all dues, fees and assessments levied during the period of absence from the Association.

Section 3: In the event of a request for reinstatement of membership after an absence period exceeding twelve (12) months, the Board of Directors must first determine, after reviewing the circumstances, whether the individual shall be treated as a reinstatement (retaining original membership number) or as a new member (under a newly assigned membership number).

Restatement of Articles of Association adopted by the membership on 12-12-96 and revised July 6, 2006.

Further revisions:

May 3, 2007. Articles of Association dropped and by-laws adapted by the Central Model Railway Model and Historical Association, Inc. Articles of Association to be as per the CRM&HA, INC state charter

Sept 1, 2008. Articles of Association revised and instated to meet IRS 501(c)(3) requirements