THE FOLLOWING IS A MICROSOFT WORD COPY OF THE CERTIFICATE OF INCORPORATION FOR THE
ADIRONDACK RAILWAY PRESERVATION SOCIETY.  THIS DOCUMENT WAS ELECTRONICALLY SCANNED ON JANUARY 27, 2004 FROM A COPY OF THE ORIGINAL DOCUMENT.

CERTIFICATE OF INCORPORATION OF
ADIRONDACK RAILWAY PRESERVATION SOCIETY, INC.
UNDER SECTION 402 OF THE NOT-FOR-PROFIT CORPORATION LAW

The undersigned, for the purpose of forming a corporation under Section 402 of the Not-For-Profit Corporation Law, hereby certify:

       1. The name of the corporation is ADIRONDACK RAILWAY PRESERVATION SOCIETY, INC.

      2. The corporation is a corporation as defined in section 102(a) (5) of the Not-For-Profit Corporation Law. The corporation has not been formed for pecuniary profit or financial gain, and no part of the assets, income or profit of the corporation is distributable to, or inures to the benefit of, its members, directors, or officers except to the extent permitted under the Not-For-Profit corporation Law.

      3. The purposes for which the corporation is to be formed are as follows:

      (a) To promote the registration of the Adirondack Railway on the New York State Register of Historic Places and the National Register of Historic Places.

      (b) To promote, participate in and contribute to the rehabilitation, maintenance and operation of the Adirondack Railway connecting Snow Junction near Remsen , New York with the Lake Clear Junction and Lake Placid termini, and including the trackage from Utica , N.Y. to Snow Junction.

      (c) To participate, directly and/or indirectly, in the operation, management and redevelopment of the Adirondack Railway as a significant tourist attraction, significantly contributing to the economy and public utilization and enjoyment of the Adirondack Park .

      (d) To promote, participate in and develop multiple usage of the Adirondack Railway for recreational purposes, including, without limitation, development of snow sled trails, hiking trails, and utilization of the Adirondack Railway facilities as an adjunct to the usage and enjoyment of canoe trails, hiking trails, ski resorts and similar recreational facilities capable of being serviced by the Adirondack Railway.

      (e) To publicly promote public acceptance and recognition of the Adirondack Railway as an important

Adirondack Park tourism attraction and as a significant and important contributor to the development and exploitation of tourism and public recreation activities within the geographic area benefited by the Adirondack Railway.

      (f) To purchase, acquire, lease or otherwise acquire the Adirondack Railway, its facilities and improvements, and to receive gifts, legacies, grants and revenues to be used (i) for the rehabilitation, maintenance and operation of the Adirondack Railway, (ii) for the promotion and public awareness of the Adirondack Railway as a tourism attraction and an important resource of the Adirondack Park , and (iii) for the accomplishment of any and all other public and community purposes and objectives that may be relevant or related to any of the above.

      (g) In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which may be necessary or incidental to the attainment of the purposes of the corporation and as may be exercised by an organization exempt under section 501(c) (3) of the Internal Revenue Code of 1954 and its regulations, as they now exist or may hereafter be amended, and by an organization, contributions to which are deductible under section 170(c) (2) of such Code and Regulations.

      (h) Notwithstanding any other provision of this Certificate, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under section 501(c) (3) of the Internal Revenue Code of 1954 and its regulation, as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under section 170(c) (2) of such Code and Regulations.

      (i) In addition to the foregoing corporate purposes, and subject to the foregoing limitations and restrictions, the corporation shall have all of the general powers set forth in Section 202 of the Not-For-Profit Corporation Law.

      (j) Nothing herein shall authorize the corporation to own, operate or maintain a library, museum or historical society.

       4. The corporation is a Type B corporation as defined in Section 201 of the Not-For-Profit Corporation Law.

       5. No part of the income of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

       6. No part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

      7. In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)3 of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of the State of New York .

      8. In every taxable year in which the corporation is a private foundation as defined in section 509 of the Internal Revenue Code of 1954:

            (a) The corporation shall distribute such amounts for each taxable year at such time and in such a manner as not to subject the corporation to tax on undistributed income under Section 4942 of the Code.

            (b) The corporation shall not engage in any act or self- dealing which is subject to tax under section 4941 of the Code.

            (c) The corporation shall not retain any excess business holdings which are subject to tax under section 4943 of the Code.

            (d) The corporation shall not make any investments in such manner as to subject the corporation to tax under section 4944 of the Code.

            (e) The corporation shall not make any taxable expenditures which are subject to tax under section 4945 of the Code.

      9. The corporation, upon a resolution of the Board of Directors, may accept subventions from either members or non- members of the corporation, and may issue subvention certificates.

      10. The County in which the office of the corporation is to be located is Herkimer County , State of New York .

      11. The names and residences of the Directors until the first annual meeting are:

      Names                                           Addresses

Spartacus DeLia,                     Big Moose Lake, Eagle Bay , NY 13331

Harris E. Dexter                       Big Moose Road , Eagle Bay , NY 13331

Nancy A. Douglas                         Malone , NY 12953

Mark Kavouksorian                1701 Genesee Street , Utica , NY 13501

Paul J. Smith                           Dart's Lake Road ,  Eagle Bay , NY 13331

12.  The Secretary of state is designated as agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is:

Adirondack Railway Preservation Society

Big Moose Road #29A1

Eagle Bay , NY 13331

13. Each of the incorporators is of the age of eighteen (18) years or over.

14. The corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes. The corporation shall not

operate for the purpose of carrying on a trade or business for profit.

15. Nothing herein shall authorize the corporation to operate or maintain an educational television station, radio station, or any other public broadcasting entity.

      IN WITNESS WHEREOF, this certificate has been made, subscribed and acknowledged by the undersigned this 31st day of December, 1991 .

                                    Spartacus Delia, Big Moose Lake ,

                                    Eagle Bay , NY 13331

                                    Harris E. Dexter, Big Moose Lake ,

                                    Eagle Bay , NY 13331

                                    Nancy A. Douglas, PinesRoad,

                                    Malone , NY 12953

                                    Mark Kavouksorian, 1701 Genesee Street ,

                                    Utica , NY 13501

                                    Paul J. Smith,  Dart’s Lake Road ,                                            

                                    Eagle Bay , NY 13331

The undersigned, the signers of the foregoing certificate, each for himself, affirms under penalty of perjury that he has read the same and knows the contents thereof, and that the statements contained therein are true; and         

                                    Spartacus Delia, Big Moose Lake ,

                                    Eagle Bay , NY 13331

                                    Harris E. Dexter, Big Moose Lake ,

                                    Eagle Bay , NY 13331

                                    Nancy A. Douglas, PinesRoad,

                                    Malone , NY 12953

                                    Mark Kavouksorian, 1701 Genesee Street ,

                                    Utica , NY 13501

                                    Paul J. Smith,  Dart’s Lake Road ,                                            

                                    Eagle Bay , NY 13331

APPROVAL OF JUSTICE OF SUPREME COURT

I, John S. Parker, a Justice of the Supreme Court of the State of New York of the Fifth Judicial District, do hereby approve the foregoing certificate of Incorporation and consent that the same be filed.

Dated: May 2, 1992

                                    Justice of the Supreme Court of

                                    the State of New York of the

                                    Fifth Judicial District