The official name of this organization shall be The Cincinnati Northern Model Railroad Club, Inc.

The organization exists to increase the satisfaction of its members in the hobby of model railroading by providing an operating layout, by promoting interest in, and better understanding of, model railroading, and by encouraging fellowship among persons interested in the hobby.

To foster deeper understanding and appreciation for The Cincinnati Northern Railroad history, the organization shall also preserve, protect, and disseminate for the public, historical documents, artifacts, pictures and stories of The Cincinnati Northern Railroad. The organization will also construct, display, and operate a scale model of that railroad.

A.       Regular Active Member defined as a person, eighteen, (18), years of age, or older, interested in 
         model railroading, who, upon payment of dues, and compliance with other provisions described herein 
         and in the By-Laws, is elected by a two-thirds, (2/3), majority of voting members at any regular or 
         special business meeting. 

B.       Junior Active Member  -  Defined as a person, fourteen,  (14), through seventeen, (17), years of 
         age, interested in model railroading, who upon payment of dues, and compliance with other 
         provisions described herein and in the By-Laws, is elected by two-thirds,  (2/3), majority of 
         voting members at any regular or special business meeting. 

C.      Inactive Member - Defined as a Regular or Junior Active Member who requests, and is granted 
        such status as further defined in the By-Laws. 

D.      Honorary Member - Defined  as a person whose interest, assistance, and generosity to the 
        Club merit this distinction, and who is elected by a two-thirds, (213), majority of voting members 
        at any regular or special business meeting. 

E.      Associate Member - Defined as a person who cannot, for reasons of health, residence, or other 
        compelling reason meet the requirements and responsibilities of Active Membership, and who 
        upon application to and recommendation by, the Board, is elected by a two-thirds, (2/3), 
        majority of voting members at any regular or special business meeting. 

Detailed requirements for nomination to, election to, and maintenance of membership shall be defined in the By-Laws.

The Administrative officers of the Club shall be a President, Vice-President, Secretary and Treasurer, whose duties shall be defined in the By-Laws.

These officers shall be elected by a majority vote of voting members present at the annual January business meeting, for a term of one year. Officers may be re-elected to the same post for any number of terms. The tour of duty in office shall commence at the end of the Annual meeting.

Normal operating control of the Club shall be vested in a Board of Directors, constituted as follows: The President, The General Superintendent (appointed by the officers selected in Section 1 above, and a Member-At-Large, who is nominated and elected at the same time as the officers.

The Board of Directors shall function as a Board of Trustees as applicable under the laws of the State of Ohio.

In no event shall one person hold two offices on the Board. Should the Member-At-Large become Superintendent, a special election shall be called to select a new Member-At-Large.

A vacancy in any office shall be filled by majority vote of voting members present at the next regular or special business meeting occurring after the vacancy.

Regular business meetings shall be held once each quarter year, on the first meeting night of the month designated by the Board.

A Special Meeting may be called by either the Board, or by a majority of Regular Active Members upon one week notice to all members.

A quorum for the transaction of business at any regular or special business meeting shall consist of a minimum of one-quarter, (1/4), of the voting members of the Club, and must include at least one Officer.

Voting privileges shall be extended only to Regular Active Members in good standing, as defined in the By-Laws. These members are referred to herein as Voting Members.

A simple majority of voting members present at a business meeting will be required for the approval of business, except as otherwise provided herein.

A two-thirds, (2/3), majority of voting members will be required to rescind previously approved business.

Voting Members shall have the privilege of written proxy.

All meetings shall be conducted under the provisions of “Roberts Rules of Order”, latest revision.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation 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 I hereof.

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

         A. by  a corporation exempt   from federal   income tax   under section  501(c)(3) of the  Internal 
            Revenue   Code,  or the corresponding section of any future federal tax code, or 

         B. by a corporation, contributions to which are deductible  under section 170(02)  of the  Internal 
            Revenue   Code,  or the corresponding section of any future federal tax code. 

The club may be dissolved only upon unanimous vote of the Voting members.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(0(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

This document may be amended, provided that the proposed amendment shall have been Submitted to the membership, in writing, at least one month prior to taking vote, and then approved by a two-thirds, (2/3), majority of voting members present.