540921
FILED
In the office of the Secretary of State
of the State of California
FEB 15 1968
FRANK M. JORDAN, Secratary of State
Signed: Oscar Johnson
Deputy

ARTICLES OF INCORPORATION
OF
YOSEMITE VALLEY RAILROAD COMPANY


KNOW ALL MEN BY THESE PRESENTS:

         That we, citizen and residents of the State of California, do hereby associate ourselves together for the purpose of incorporating under the laws of the State of California a private, non-profit corporation.

ARTICLE I
        That the name of the corporation shall be YOSEMITE VALLEY RAILROAD COMPANY.
ARTICLE II
        The purpose and powers for which this corporation is formed are: To promote interest and study in abandoned American railroads, that built the west, practices and operation in miniature; and for the educational value to its members; to have and exercise all rights and powers conferred on non-profit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation. This corporation is one which does not contemplate pecuniary gain or profit to members thereof.
ARTICLE III
         That the existence of this corporation is to be perpetual.
ARTICLE IV
         That the County in the State of California where the principal office for the transaction of business of this corporation is to be located is Orange county.
ARTICLE V
         That the names and address of those persons who are to act in the capacity of directors until the selection of their successors are:
NameAddress
Richard P. Clute1114 North Lowell Street, Santa Ana, California
Virginia A. Clute1114 North Lowell Street, Santa Ana, California
Carl H. Fanzlaw1309 West Walnut Street, Orange, California

         The number of persons named above shall constitute the number of directors of the corporation, until changed by an amendment to the articles or by-laws increasing or decreasing the number of directors as may be desired.
ARTICLE VI
         This corporation shall be a non-stock corporation. This corporation is organized pursuant to the GENERAL NONPROFIT CORPORATION LAW of CALIFORNIA.
ARTICLE VII
         That the authorized number and qualifications of members of this corporation, the difference classes of membership, if any, the property, voting and other rights and privileges of each class of membership, and liability of each or all classes to dues or assessments, and the method of collection thereof shall be set forth in the by-laws of this corporation.
ARTICLE VIII
         That the by-laws of this corporation shall be adopted by the directors named in the articles of incorporation and may thereafter be amended or repealed by any means provided in the by-laws.

         IN WITNESS WHEREOF the persons who are to act in the capacity of first directors of the corporation have hereunto set their hands this 2 day of December, 1967.

 Signed: Richard P. Clute
Richard P. Clute
Signed: Virginia A. Clute
Virginia A. Clute
Signed: Carl H. Fanzlaw
Carl H. Fanzlaw