constitution
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We the undersigned, being the incorporators of The Cincinnati Northern Model Railroad Club, Inc., do hereby consent to the adoption of the following Constitution and By-Laws of the Cincinnati Northern Model Railroad Club, Inc. and hereby approve and adopt the following as said Constitution and By-Laws.
The Cincinnati Northern Model Railroad Club, Inc.
Constitution
ARTICLE I - ORGANIZATION NAME AND PURPOSE
SECTION 1. The official name of t f this organization shall be The C e Cincinnati Northern Model Railroad Club,
Inc.
SECTION 2. 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.
SECTION 3. To f o foster dee ter deeper understanding a g and a d appreciation for T or The Cincinnati Northern Railroad
history, the o e organization s n shall also preserve, protect, and disseminate for the or the public,
historical documents, a , artifacts, pictures and s d stories of The Cincinnati Northern R n Railroad.
The organization will also c o construct, d t, display, and o d operate a erate a scale m e model of that railroad.
ARTICLE II - MEMBERSHIP
SECTION 1. There shall be five, (5), classes of membership in the organization:
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 v f 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 a d as a person whose i e interest, assistance, a , and g d generosity to t o the Cl e Club
merit this distinction, and who is elected by a two-thirds, (2/3), majority of voting members at any
regular or special business meeting.
E. Associate Member - Defined as a p a person who c o cannot, for reasons of health, residence, o , 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.
SECTION 2. Detailed requirements for nomination to, election to, and maintenance of membership shall
be defined in the By-Laws.
The Cincinnati Northern 1 Constitution Model Railroad Club, Inc. Rev. August 8, 2021
ARTICLE III - OFFICERS
SECTION 1. The Administrative officers of the Club shall be a President, Vice-President, Secretary and
Treasurer, whose duties shall be defined in the By-Laws.
SECTION 2. 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.
SECTION 3. 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.
SECTION 4. The Board of Directors shall function as a Board of Trustees as applicable under the laws of
the State of Ohio.
SECTION 5. 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.
SECTION 6. 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.
ARTICLE IV - MEETINGS
SECTION 1. Regular business meetings shall be held once each quarter year, on the first meeting night
of the month designated by the Board.
SECTION 2. 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.
SECTION 3. 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.
ARTICLE V - VOTING
SECTION 1. 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.
SECTION 2. A simple majority of voting members present at a business meeting will be required for the
approval of business, except as otherwise provided herein.
SECTION 3. A two-thirds, (2/3), majority of voting members will be required to rescind previously approved
business.
SECTION 4. Voting Members shall have t e the privilege of w f written proxy.
The Cincinnati Northern 2 Constitution Model Railroad Club, Inc. Rev. August 8, 2021
ARTICLE VI - RULES OF ORDER
SECTION 1. All meetings shall be conducted under the provisions of "Roberts Rules of Order", latest
revision.
ARTICLE VII - RESTRICTIONS
Section 1. No part of t f the net earnings of t f the corporation shall inure to t o 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.
Section 2. 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.
Section 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any
other activities not permitted to be carried on
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(c)(2) of the
Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE VIII - DISSOLUTION
SECTION 1. The club may be dissolved only upon unanimous vote of the Voting members.
SECTION 2. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(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.
ARTICLE IX - AMENDMENTS
SECTION 1. 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 v f voting members present.
The Cincinnati Northern 3 Constitution Model Railroad Club, Inc. Rev. August 8, 2021
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