AMENDED AND RESTATED BY-LAWS

28TH MASSACHUSETTS VOLUNTEER INFANTRY, COMPANY B, INC.

Approved December 2012

Article 1: Name, Office, Purpose, Goals, Inurement and Fiscal Year

1.1 Name: The name of the Corporation is The 28th Massachusetts Volunteer Infantry, Company B, Inc. ("The 28th Mass").

1.2 Office: The principle office of The 28th Mass shall be determined by the Board of Directors and is presently located in the Commonwealth of Virginia.

1.3 Purpose: (i) The 28th Mass is a 501 (C) 3 non-profit educational organization, incorporated in the Commonwealth of Virginia, dedicated to educating the public about the American Civil War era (1861 through 1865) by conducting and participating in military-focused living history programs. (ii) Members of The 28th Mass participate in activities such as, but not limited to, battle reenactments; living history encampments; parades; memorial services; educational lectures and demonstrations; school programs, social events; and battlefield and historical preservation efforts.

1.4 Goals: (i) The primary goal of The 28th Mass is to field an accurately recreated company of the 28th Massachusetts Volunteer Infantry for the dual purposes of public education and recreation. (ii) The secondary goal is to field an accurately recreated Civil War era (1861 through 1865) United States volunteer infantry unit for the dual purposes of public education and recreation. (iii) An additional goal is to educate the public about the history related to all aspects of the military and non-combatant experience related to the American Civil War, Union soldiers, the Irish Brigade and the 28th Massachusetts in particular.

1.5 Inurement: No part of net earnings inure to the benefit of any private individual.

1.6 Fiscal Year: The fiscal year of The 28th Mass, unless otherwise stated by resolution of the Board of Directors, shall be January 1 to December 31.

Article 2: Membership

2.1 Membership: The 28th Mass shall have members.

2.2 Requirements and Approval: (i) Basic requirements for membership are to be at least 16 years old; (ii) to have a desire to be an active participant in a calendar of living history activities; and (iii) to agree to abide by the bylaws and all official policies, procedures, principles and standards of The 28th Mass and any other such rules as determined by the Board of Directors. (iv) All candidates must fill out the required applications and pay the required dues and fees. (v) Admission to membership in The 28th Mass is by majority vote of the Board of Directors, based upon a determination that an applicant has met the criteria for membership.

2.3 Dues and Fees: There are dues and fees for membership; The amount of the dues and fees shall be set by resolution of the Board of Directors and published annually to the membership.

2.4 Membership Classes and Categories: (i) There are two main classes of membership: “Military” and “Civilians.” (ii) Additional membership classes or sub categories may be set by resolution of the Board of Directors and published annually to the membership. (iii) The Board of Directors may authorize by resolution the policies and procedures for members of specific categories of the membership to organize and elect points of contact or similar such leadership as needed.

2.5. Termination of Membership: Membership shall terminate upon (i) resignation of the member, (ii) for non-payment of dues within thirty (30) days after the date on which they are due, or (iii) subject to a determination by the Board of Directors, for willful violation of known policies and procedures. For termination under (iii), written notice shall be sent to the member charged with such violations, which notice shall specify the reasons for the proposed termination. In accordance with procedures adopted by the Board, the member shall be given an opportunity to respond and provide information on his or her behalf to the Board prior to its vote to terminate. The Board's decision is final and not subject to appeal.

2.6. Re-instatement of Membership: In the event of a membership termination, re-instatement is possible. For items (i) and (ii) above, the former member may reapply by completing the membership form and pay the required dues. For item (iIi) above, the former may reapply after a period of six months, and provide an explanation as to what has changed for him/her that would indicate the same problem will not arise. The Board may at that time re-instate the former to full membership status, or allow a probationary period of six months until full membership is restored. For any of the re-instatements, the individual is re-instated at the lowest level of responsibility, i.e, as a private, with no Board position, or coordinator status, etc. Only until the next calendar year may a re-instated member hold higher offices.

Article 3: Officers of the Board of Directors

3.1. General Powers and Number: The corporate officers of The 28th Mass shall consist of a Chairman, a Secretary, a Treasurer, the Commanding Officer (C.O.) and the Orderly Sergeant (First Sergeant).

3.2 Chairman: (i) The Chairman shall be responsible for overseeing the general administrative duties and activities of the non-profit corporation. (ii) The Chairman presides over all general business meetings, setting the time, place, and agenda, in partnership and consultation with the Board. (iii) The Chairman is authorized to approve the disbursement of up to $200.00 without the prior formal consent of the Board, for items or service benefiting The 28th Mass. (iv) The Chairman works with the other officers and Board members to ensure that the business and activities of The 28th Mass are managed professionally and to the highest reasonable standards.

3.3 Secretary: (i) The Secretary shall act in place of the Chairman if the Chairman is absent or otherwise temporarily unable perform his or her duties. (ii) The Secretary shall be responsible for managing and maintaining the corporate status of The 28th Mass, all correspondence and official and legal documents as well as serving all notices of The 28th Mass. (iii) The Secretary is responsible for maintaining the minutes of all meetings where official business is conducted. (iv) The Secretary shall be responsible for maintaining an accurate record and contact list for all members. (iii) The Secretary shall perform other such duties as the Board or Chairman may require.

3.4 Treasurer: (i) The Treasurer shall be responsible for all funds of The 28th Mass, shall keep accurate account of such funds, shall ensure payment of all just and approved bills when due and funds are available, and shall submit financial reports as requested by the Board but at least upon the start and close of each fiscal year. (ii) The Treasurer is responsible for filing all federal and state financial forms, tax returns, or other such financial documents as required by law and best practices.

3.5 Commanding Officer: (i) The Commanding Officer ("C.O." or "Captain") is the senior elected commander and is vested with the authority to direct, oversee and coordinate all military activities, on and off the field, including, but not limited to, soldiers, color guards, buglers, medical personnel, field music and non-combatants participating at military events. (ii) The C.O. is the key point of contact and represents The 28th Mass in all matters of operational and military-related activities of the organization. (iii) The C.O. is elected by the Military class members of The 28th Mass only. (iv) The C.O. is authorized to wear the highest appropriate commissioned non-field grade officer rank as needed based upon the scenario and number of soldiers under arms at an activity. (v) The C.O. has the authority to appoint a lieutenant, annually, event by event and/or as needed, based upon the scenario and number of soldiers under arms at an activity.

3.6 Orderly Sergeant: (i) The Orderly Sergeant (First Sergeant) is the senior elected non-commissioned officer. (ii) The Orderly Sergeant is elected by the Military class members of The 28th Mass only. (iii) The Orderly Sergeant is authorized to wear the highest appropriate company level, non-commissioned officer rank, as needed, based upon the scenario and number of soldiers under arms at an activity.

3.7 Military Cadre: (i) The C.O. and the Orderly Sergeant, in partnership, shall appoint a junior officer, sergeant and up to four corporals, depending on the needs of the unit, at the beginning of each season following the annual meeting. (ii) The number that takes the field at a given event, however, shall be determined event by event and/or as needed, based upon the scenario and number of soldiers under arms at the activity. (iii) Should the C.O. and Orderly not be able to agree in a timely manner, the board shall have the authority to make the necessary appointments.

3.8 Terms, Vacancy or Removal: Shall be the same as outlined in Article 4.

Article 4: The Board of Directors

4.1 Board of Directors: (i) The administrative and corporate responsibilities of The 28th Mass shall be governed by a Board of Directors ("Board") which shall consist of the elected officers as enumerated in Article 3 of these bylaws as well as a minimum of two and a maximum of six Directors elected at large from the membership. (ii) The number of at-large Directors shall be two at the time of adoption and hereafter may be increased or decreased from time to time by resolution of the membership. (iii) The minimum and maximum number of Directors may be changed only by resolution of the members. (iv) No decrease in the number of Directors shall affect the tenure of any incumbent Director. (v) Any vacancy in a Director position resulting from an increase in the number of Directors serving on the Board shall be filled by either the members or by the Board.

4.2 Arbitration: The Board shall arbitrate, on a non-binding basis, any appeals by members with due consideration of safe and lawful orders of their military officers and NCOs while participating in 28th Mass-supported events and activities. If a binding arbitration is required, the issue will be placed before the membership for a secret ballot vote at the next meeting of the membership.

4.3 Terms and Eligibility: (i) Officers and Directors shall be elected on a staggered basis at each annual meeting of the membership, to serve a term of two years commencing immediately upon election. (ii) Officers terms shall begin in even numbered years and Directors shall begin in odd numbered years and expire upon the election of a successor or twenty-four (24) months from the date of their election, whichever comes first. (iii) To be eligible for election or reelection as an Officer or Director, a candidate must be have been an active participant, as defined by the Board of Directors, and member in good standing for at least one full year prior to the election.

4.4 Vacancy: A vacancy in any office because of death, resignation, removal, disqualification, lack of eligible or willing candidates or otherwise shall be filled by a majority vote of the members of the Board of Directors then in office, with eligible members willing and able to serve, until the membership can hold an election at the next meeting of the membership.

4.5 Removal or Resignation: (i) The Chairman, Secretary or Treasurer, elected or appointed, may be removed by sixty percent (60) of either the members or the Board of Directors whenever, in their judgment, the best interests of The 28th Mass will be served. (ii) The C.O., elected or appointed, may be removed by sixty percent (60) of the Military class members of The 28th Mass whenever, in their judgment, the best interests of The 28th Mass will be served. (iii) Absence from four (4) consecutive meetings of the Board of Directors without a valid reason in the judgment of the Board of Directors shall be considered a resignation constituting a vacancy. (iv) Directors and Officers may resign at any time by giving notice to the Board of Directors.

4.6 Meetings: Regular meetings of the Board may be held at such time and place as the Board may by resolution designate. Special meetings of the Board may be called by any officer or any combination of Directors constituting one-third (1/3) of the total number of Directors then in office.

4.7 Notice and Waiver: (i) Notice of each meeting of the Board of Directors shall be given to each Director not less than five (5) days prior to a meeting by e-mailing, delivering or mailing notice to the business address or such other address as a Director shall have designated in writing and filed with the Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail so addressed, with postage thereon prepaid. (ii) Waiver. Whenever a notice is required to be given to a Director or a committee of Directors under these bylaws or any provision of law, a waiver thereof in writing, signed by the Director(s) entitled to such notice, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends such meeting and objects thereat to the transaction of any business because such meeting is not called or convened lawfully. Except as provided otherwise by these bylaws, or any provision of law, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.8 Quorum: Except as provided otherwise by these bylaws, or any provision of law, a majority of the number of Directors then in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.

4.9 Restrictions: (i) No individual may hold more than one elected position on the Board. (ii) Directors must be members in good standing and are active participants, as determined by resolution of the Board, in the scheduled events of The 28th Mass. The only exceptions will be for the offices of Secretary and Treasurer, who may also hold one other position on the Board. In those cases, that individual will still have only one vote on the Board.

4.10 Conduct of Meetings: The Chairman, or, in his or her absence, the Secretary, shall conduct the business of the Board of Directors. In their absence, any Director chosen by the Directors present shall call to order meetings of the Board of Directors and shall act as chair of the meeting.

4.11 Presumption of Assent: A Director who is present at a meeting of the Board of Directors or a committee thereof of which he or she is a member at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

4.12 Committees and Sections: (i) The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of Directors then in office may designate one or more committees, each committee to consist of at least one Director or member elected by the Board of Directors. (ii) The chair or coordinator of each such committee shall be appointed by the Chairman. (iii) Each such committee is responsible for the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. (iv) The Board of Directors may authorize from time to time or as needed the creation of Interest Sections of the membership that may organize based on specific areas of common interest, such as but not limited to, non-combatant or civilian activities, Civil War field music, Civil War medicine, signals, etc. (v) Each such Section is responsible for the conduct of its activities, may nominate its own leadership for approval by the Chairman and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

4.13 Unanimous Consent without Meeting: Any action required or permitted by the Articles of Incorporation, these bylaws, or any provision of law to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, or via email, setting forth the action so taken, shall be signed or acknowledged in writing by all of the members thereof.

4.14 Telephonic Meetings: Any or all Directors may participate in a meeting of the Board of Directors or a committee thereof by means of conference telephone or by any means of communications by which all persons participating in the meeting are able to hear one another. Such participation shall constitute presence in person at the meeting.

4.15 Proxy Voting: Any Director may vote by proxy as follows. Such member shall designate in writing, or via electronic mail, that another Director, who shall be identified by name, may vote on their behalf. The proxy shall be signed and may be limited to particular questions or may extend to all questions that come before the meeting. The proxy-holder shall show the individual designated as the secretary of the meeting the proxy before voting begins. The secretary will record the names of all Directors voting by proxy. Their votes on particular questions may not, however, be recorded.

4.16 Compensation: Directors and Officers shall not receive compensation for their services as members of the Board of Directors. Nothing herein shall be construed to preclude any Director or Officer from receiving reimbursement for reasonable expenses as may be fixed or determined by the Board of Directors.

4.17 No interests in assets: Upon dissolution, no Director, Officer or any member shall possess any right or interest in or to any property owned or held by The 28th Mass. After paying or adequately providing for its debts and obligations, the Board of Directors shall dispose of the remaining property in accordance with the provisions of these Bylaws or any provision of law. No part of net earnings inure to the benefit of any private individual.

4.18 Ex-officio members: The immediate past Chairman, if a member in good standing and not having previously resigned or been removed from office shall be a non-voting ex-officio member of the Board of Directors.

Article 5: Annual Meeting of the Membership

5.1 The Annual Meeting: The annual meeting of the membership to conduct the business of The 28th Mass shall be determined by resolution of the Board of Directors and habitually held at a point in time sixty (60) days prior to or sixty (60) days following December 1 of each year. If necessary, the 60 days after the December 1 date may be extended, in order to locate an acceptable location for the meeting. In no case will such meeting take place without thirty (30) days prior notice.

5.2 Elections and Voting: (i) Regular elections for all offices shall take place at the Annual Meeting. (ii) The board of directors shall publish or otherwise make known the guidelines and procedures for the election process, at least thirty days (30) prior to the meeting, which may be affirmed or amended by the membership at said meeting. The election procedure shall be by secret ballot unless another method is accepted by unanimous consent. (iii) Except as provided otherwise by these bylaws, or any provision of law, a majority vote of the members present casting ballots is required for the elections and official actions by the membership. (iv) In the event that no majority is reached, the candidate or option in question that receives the fewest votes will be excluded from the next vote. This process will repeat until a majority vote is reached.

5.3 Special Meetings: A majority of the members of the Board of Directors then in office or one-third (1/3rd) of the members in good standing may call special meetings of the membership to conduct important business when necessary.

5.4 Quorum: Except as provided otherwise by these bylaws, or any provision of law, forty percent (40%) of the members in good standing and eligible to vote shall constitute a quorum for the transaction of business at an Annual Meeting or Special Meeting of the membership.

5.5 Conduct of Meetings: The Chairman, or, in his or her absence, the Secretary, shall conduct the business of the Annual Meeting or Special Meeting. In their absence, any Director or member chosen by the members present shall call to order meetings of the membership and shall act as chair of the meeting.

5.6 Presumption of Assent: A member who is present at a meeting or a committee thereof of which he or she is a member at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Board immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member who voted in favor of such action.

5.7 Proxy Voting: Any member may vote by proxy as follows. Such member shall designate in writing, or via electronic mail, that another member, who shall be identified by name, may vote on their behalf. The proxy may be limited to particular questions or may extend to all questions that come before the meeting. The proxy-holder shall show the presiding officer, or his or her designee, the proxy before voting begins. The presiding officer, or his or her designee, will record the names of all members voting by proxy. Their votes on particular questions may not, however, be recorded.

Article 6: Rules of Order

6.1 Rules of Order: The rules contained in Robert's Rules of Order, Newly Revised, or as it may be amended from time to time, shall govern official meetings of The 28th Mass in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

Article 7: Dissolution of the Corporation

7.1 Dissolution: (i) Dissolution requires a two-thirds (2/3) majority vote of all the members of Board of Directors then in office. In the event dissolution is contemplated, at least sixty (60) days prior written notice setting forth a proposed action and time and place of meeting shall be given to all Directors and members of The 28th Mass. (ii) In the event of dissolution of the Corporation by the Board, the membership shall have an additional thirty days (30) to call a Special Meeting of the membership to nullify the vote and reorganize The 28th Mass. (iii) In the event of final dissolution of the Corporation, the Board of Directors, shall after payment of all liabilities of the Corporation, dispose of the assets of the Corporation, exclusively for the purposes of the Corporation in such manner to such organizations organized and operating exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501c3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and which is organized for purposes substantially similar to that of the Corporation.

Article 8: Amendments

8.1 Amendments: New Bylaws may be adopted, or these Bylaws may be amended or repealed, by a two-thirds (2/3) vote of the Members present at any duly called Annual Meeting of the membership at which a quorum is present. A copy of the proposed amendment or new Bylaw shall be included in a notice of meeting given to each Member at least thirty (30) days in advance of the meeting.

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Board & Membership Resolutions:

1) Resolution #1: Fiscal Year. The Fiscal Year of the 28th Mass shall be January 1 to December 30 each year. (1.6)

2) Resolution #2: Membership Criteria. (2.2)

3) Resolution #3: Dues and Fees. (2.3)

4) Resolution #4: Membership Classes and Categories. (2.4)

5) Resolution #5: Membership Termination Procedures. (2.5)

6) Resolution #6: Financial Reports. The Treasurer shall provide a financial report prior to each meeting of the board of directors and the annual meeting of the membership. The Treasurer shall also submit a proposed budget for the next fiscal year prior to the annual meeting. (3.4)

7) Membership Resolution #7: Number of Directors. (4.1.2)

8) Resolution #8: Meetings of the Board. (4.6)

9) Resolution #9: Committees of the Board. (4.12)

10) Resolution #10: Date and Location of Annual Meeting (5.1)

11) Resolution #11: Elections and Voting Procedure (5.2)

 

 

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