CENTRAL RAILWAY MODEL AND HISTORICAL ASSOCIATION, INC

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

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
• 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: ELIGIBILITY: 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

• 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.
• 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.
• 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, as directed by the membership to carry out the business and affairs of the Association.

Section 2: The Board of Directors shall consist of the Association’s President, Treasurer, and Secretary, plus one or more Vice-Presidents. The number of Vice-Presidents, and the specific job responsibilities of all Board members, shall be described in the Association’s Bylaws.

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.

Articles of Association adopted on December 12, 1996.

Revised on July 6, 2006 during application process for a corporate charter. Revised on May 3, 2007 to match language in our approved corporate charter. Revised on September 1, 2008 to conform to IRS 501(c)3 requirements.

Revised on December 6, 2018 to change fiscal year and Board of Directors composition.