Spring Creek Model Railroad Club – Articles of Incorporation

THE SPRING CREEK MODEL RAILROAD CLUB

ARTICLES OF INCORPORATION[DEW1]

Article One – Name

Section 1 / The name of this organization shall be the“Spring Creek Model Railroad Club” a nonprofit organization under the laws of the State of Texas.

Article Two – Purpose

Section 1 / The Spring Creek Model Railroad Club is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations under section
501 (c) (3) of the Internal Revenue Code, or corresponding section of any future
tax code. The Spring Creek Model Railroad Club is also organized to educate the
public and keep current the history of trains of the United States; to help members
develop their modeling skills by interacting and learning from other modelers; to
allow members to build and operate a club layout; and to introduce and explain
the hobby of Model Railroading to the general public. Club members will always be
able to help a newcomer become involved in Model Railroading.

Article Three - Finance

Section 1 / No part of the net earnings of the organization shall inure to the benefit of, or be
distributable to its members, trustees, Officers, or other private persons, except
that the organization 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 the purpose clause hereof. No substantial
part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not
participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2 / Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such exempt purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article Four – Membership

Section 1 / Membership shall be open to any person, 18 years of age or over, of good moral
character, interested in participating in and promoting the purpose of this Club. There are two classes of membership, “Regular” and “Associate”. Regular members will have responsibilityof a Club module or modules and may hold any office as described in Article Five below. Associate members are not assigned any responsibility for Club modules. Associate members are ineligible to become Club Officers[DEW2].
Section 2 / Regular and Associate members in good standing shall be entitled to vote on all matters pertaining to the Club.
Section 3 / Perspective members must fill out a membership application. Probationary membershipshall be gained after review and approval by the Board of Directors (hereinafter referred to as the Board). Membership approval will result from a majority vote of the Club as further stipulated in the By-Laws.
Section 4 / No person shall be denied membership because of race, sex, religion, national origin, or due to a physical limitation. No person shall be denied membership because of age, other than the minimum age requirement stipulated in Section 1 of this Article Four.

Article Five – Officers

Section 1 / The Officers of this Club shall be as follows: President, Vice President of
Operations, Vice President of Recruitment and Membership, Secretary, and Treasurer.
Section 2 / The Officers must be Regular members, in good standing, and shall be elected annually, by a majority of the Regular and Associate Members present at the Annual Business Meeting.

Article Six – Board of Directors

Section 1 / The governing powers of the Club shall be vested in the Board, subject to final vote by the membership. In all cases, the management of this Corporation is vested in its members[DEW3].
Section 2 / The Board shall be made up of five (5) elected Officers and two (2) Board Members,elected at large. All positions shall be elected annually for a maximum one-year term by vote of the members entitled to vote. Officers and Board members may be reelected each year for successive one-year terms[DEW4].

Article Seven – Amendments

Section 1 / TheseArticles and the By-Laws may be amended by a two-thirds vote of the Membership present at a meeting constituting a quorum called by written notice for such a purpose. Notices of intent to amend, along with the proposed amendments, must be delivered to all members, not less than ten or more than sixty[DEW5] days prior to the meeting.

Article Eight – Documents

Section 1 / The original of this document will be posted by the Secretary on the website for members only. Copies may be provided to organizations requiring these documents to foster a relationship between this Club and those organizations.

Article Nine – Hold Harmless

Section 1 / Members of the Spring Creek Model Railroad Club and visitors agree to indemnify andhold harmless the Spring Creek Model Railroad Club and its members from any and all loss, expense, injury, damage, liability, etc. arising out of or relating to any Club activities.
Section 2 / The Club shall not be responsible for engines, rolling stock, hand or power tools, equipment, scenery, models or other property ofmembers or visitors brought to Club shows, operated on Club modules, used on Club Modules or loaned to the Club. Members or visitors bringing or leaving such property shall do so at their own risk.
Section 3 / The Club shall not be responsible for liability or personal injury of members while transporting, handling, lifting, carrying, assembling, disassembling or operating Club property at any time. Club members participate in Club activities at their own risk[DEW6].

Approved by the Membership of the Spring Creek Model Railroad Club, August 15, 2016.

Signed:Date:

______

President

______

Secretary

Revision Table
Rev / Change / Date Accepted
A / Created documents on the website / September, 2007
B / Added Office of VP of Recruitment and Membership / February, 2009
C / Separated office of Secretary and Treasurer / April, 2009
D / Made the Bylaws a separate document. Changed Article 1, Section 1 / June, 2009
E / Changed membership age from 16 to 18. / July, 2009
F / Changed Article 3, Section 3. Changed Article 4, Section 2. / August, 2009
G / Added text to Article 2, Section 1 to satisfy requirements by IRS. Added Article 3 to satisfy finance requirements by the IRS / August, 2009
H / Remove sections 1 and 2 of Article 9, Remove Article 10 / July 19, 2010
I / Spelling corrections, remove officer names, correct officer title / July 18, 2011
J / Corrections, Conformance to Texas Non-Profit Statutes / June 20, 2016

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[DEW1]Corporations have Articles of Incorporation, not Constitutions

[DEW2]This just clarifies membership as it is outlined in the By-Laws

[DEW3]To be compatible with our Incorporation Form and demonstrates that the Club is run by its members, not just its Board of Directors.

[DEW4]The Statutes allow up to 3 year terms, but we only elect positions one year at a time. Clarification

[DEW5]Statutory requirement

[DEW6]Important language to indicate the Club should not have liability to its own members for mishaps.