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Members on the field of battle at Franklin, TN

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Passage down the Ohio River of General Negley's Pennsylvania Brigade (77th, 78th and 79th regiments, Pennsylvania Volunteers), en route for the seat of war in Kentucky

   

BYLAWS OF THE 77th PENNYSLVANIA VOLUNTEER INFANTRY REGIMENT, INCORPORATED

Adopted: October 2004
Previous Amendment: November 2008
Last Amended: Feburary 2010

Download: 2010-02 Bylaws as amended

TABLE OF CONTENTS

Article I: Corporate and Nonprofit Purposes
   1. Name
   2. Mission Statement
   3. IRC 501(c)(3) Purposes
   4. Limitation of Activities
   5. Prohibition Against Private Inurement
   6. Distribution of Assets
   7. Private Foundation Requirements and Restrictions

Article II: Board of Directors and Meetings

   8. Board of Directors
            A President

B Vice-President

            C Secretary

D Treasurer

   9. Qualifications of Administrative Officers

   10. Compensation, Indemnification and Non-liability

            A Compensation

B Non-liability

            C Indemnification

   11. Conflict of Interest and Audit Committee

            A Conflict of Interest

B Audit Committee

   12. Meetings

A Regular Meetings

            B Special Meetings
            C Notice of Meetings
            D Conference Calls
   13. Quorum for Meetings
   14. Members at Meetings

Article III: Elections

   15. Regular Election

   16. Recall Elections

   17. Vacancy Elections

Article IV: Amendment Procedures and Membership

   18. Amendment Procedures

   19. Membership

   20. Dues

   21. Minors as Members

   22. Membership Cards

   23. Loss of Membership Privileges

Article V: Military Operational Rules

   24. Portrayal

   25. Visiting Reenactors

   26. Frontier Brigade

   27. Venture Crew

   28. Safety Responsibility

   29. Discipline

            A Cause for Discipline

            B General Enforcement of Rules

   30. Modern Articles

   31. Long Arm Authenticity

   32. Camp Authenticity

   33. Gender Authenticity

   34. Army Staff

            A The Captain

            B The First Lieutenant

            C The First Sergeant

            D NCO Duties

            E Self Promotion

   35. Appointed Positions

            A Minimum Cadre

            B Relief for Cause

   36. Cadet Corps

Article I: Corporate and Nonprofit Purposes

1. Name - The name of this corporation shall henceforth be known as the 77th Pennsylvania Volunteer Infantry Regiment, Inc. ("the Corporation")

 

2. Mission Statement - To help enlighten modern Americans about the nation's past struggles for freedom and democracy, the 77th Pennsylvania Volunteer Infantry Regiment, Inc., endeavors to represent that pivotal even in American history, The Civil War. We use battle reenactments, living history displays, written reports, lectures, readings, military drill and other devices to convey the importance of the war to Americans today.

 

3. IRC Section 501(c)(3) Purposes - The Corporation is organized and shall be operated as a non-stock, nonprofit corporation exclusively for charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code.

 

4. Limitations on Activities - No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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. Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any 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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

 

5. Prohibition Against Private Inurement - No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its Administrative Officers, military or civilian leaders 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 of this Corporation.

 

6. Distribution of Assets - Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the state of Oklahoma.

 

7. Private Foundation Requirements and Restrictions - In any taxable year in which this Corporation is considered to be a private foundation as described in Section 508(e) of the Internal Revenue Code, the Corporation: 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 if the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article II: Board of Directors and Meetings

8. Board of Directors - The Corporation, is required to have four executive Board of Directors officers consisting of a President, a Vice-President, a Secretary and a Treasurer, elected biannually. The Captain and Mayor will be members Ex-Officio, with voting privileges, of the Board of Directors, but shall not hold any other board office. The four authorized Board Officers and the Member Ex-Officio, known collectively as the Board of Directors, governs the business affairs of the Corporation. The business affairs consist of:

Any and all duties imposed on them collectively or individually by law, by the Articles of Organization or by these Bylaws
  • Non-military administrative business
  • Responsible for dues and money expenditures
  • Fund Raising
  • Records keeping
  • Non-military functions and events

A. President--The President is responsible for the following functions:

  • Presides over all Board of Directors functions
  • Negotiates details of possible business in concert with the event planner and Vice President
  • Finalizes contracts of business authorized by the Board
  • Presides over meetings of the Board of Directors

B Vice-President--The Vice-President is responsible for the following functions:

  • Assists the President in presiding over all Board of Directors functions
  • Assumes the duties of the President in temporary absence
  • Chairs committees as specified under Committee Rules

C Secretary--The Secretary is responsible for the following functions:

  • Keeps the official records of the organization, documentation and other records as called for
  • Takes minutes of meetings attended. Formats the minutes and distributes them to all
  • Board members, the newsletter and other requesting parties
  • Formats and mails correspondence delegated by the Board of Directors
  • Updates Rules when delegated and notifies members
  • Maintains files on all correspondence
  • Maintains files on all Corporation members, to include membership form and liability release

D Treasurer--The Treasurer is responsible for the following functions:

  • Maintains a complete set of books showing income and expenses
  • Prepares yearly budget for approval
  • Receive all moneys due the Corporation, including payment of dues, and deposit the
  • same in the Corporation accounts
  • Disperses moneys for expenses accrued, under the directions of the President and/or the Administrative Board

9. Qualifications for Administrative Officers
        ·         A Administrative Officers shall be of the age of majority in the state of Oklahoma.
        ·         B Administrative Officers shall be a member of the Corporation.

10. Compensation, Indemnification and Non-liability
          ·         Administrative Officers and military leaders shall serve without compensation except
              that they shall be allowed reasonable advancement or reimbursement of expenses
              incurred in the performance of their duties.
          ·         No Administrative Officer or military leader shall be personally liable for the debts,
              liabilities or other obligations of the Corporation.
          ·         The Administrative Officers and military leaders shall be indemnified by the
             Corporation to the fullest extent permissible under applicable law.

11. Conflict of Interest and Audit Committee

  • To deter actual or perceived conflicts of interest within the organization, no member of the 77th Pennsylvania Volunteer Infantry Regiment, Incorporated, nor its officers, directors or committee members, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the 77thPVI. Each individual shall disclose to the Board of Directors any personal interest, which he or she may have in any matter pending before the Board and shall refrain from participation in any decision on such matter. Conflict of interest is defined as the actual or perceived bias of the member in a decision  that would result in personal or fiduciary gain for that member or members of his family.
  • The Board of Directors shall appoint an Audit Committee to annually review the books and records of the Corporation and report thereon to the members. The Treasurer shall make his books and records of account available to any Member upon request with a 10- day notice given.

12. Meetings

  • Regular meetings shall be held, with and without notice, at such times and places as the Board of Directors shall by resolution fix.
  • Special meetings of the Board of Directors may be called by any member of the Board.
  • No notice need be given of any regular meeting of the Board of Directors. At least one week prior notice of a Special Meeting shall be given by the Secretary or Officer calling the meeting. Notice may be given orally or in writing in person, by first class mail, electronic mail or by telephone and shall include the time, date, place and matters proposed to be acted upon at the meeting.
  • Members of the Board of Directors or any committee designated thereby may participate in the meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

13. Quorum for MeetingsA quorum for Board of Directors meetings shall consist of a majority of the members of the Board of Directors

14. Members at Meetings - Any member of the Corporation can attend any regular or special Board of Directorsmeeting as an observer.

Article III: Elections

 15. Regular Elections
  • In the month of October, the Secretary will specify a date no earlier than November 15 for the closing of nominations or statements of candidacy.
  • No later than December 15, the Secretary, or his agent, mails ballots to qualified voters. Ballots will include a stamped return envelope and a blank envelope.
  • Qualified voters are all dues paying members in good standing sixteen (16) years of age or over.
  • Ballots are counted at the annual meeting on the second Saturday of January, or on such other date as may be set by the captain. Any ballot not in a sealed unmarked envelope will be void.
  • The winner of each position shall be the party who receives the greatest number of votes cast for the respective position and need not constitute a majority in the event that more than two parties are standing for a single position. Election results shall be announced immediately after tabulation.
  • Board of Directors positions--President, Vice-President, Secretary and Treasurer are elected for two-year terms of office.
  • The Captain and Mayor are elected to a three-year term of office.
  • Corporals are elected at a rate of one per six privates who are members in good standing. The term of office will be one year, from February 1st to January 31st.
  • The Vice-Mayor is elected to a two-year term of office.
  • Town Councilors are elected at a rate of one per six civilians age 14 and above who are members in good standing. The term of office will be for one year, from February 1st to January 31st.
  • For all positions, nominations are opened for one month, and a list of candidates and statements published in the Newsletter.

16. Recall Elections
  1. Any elected official of the Corporation is subject to a recall election upon filing with any member of the Board of Directors a recall petition signed by at least one third (1/3) of the voting members
  2. To take effect, the recall must receive an affirmative vote from a two thirds (2/3) majority of all voting members.

17. Vacancy Elections

Any elected position made vacant by death, resignation, recall or disciplinary action shall

be filled by majority vote of the Board of Directors, for the remainder of the term. At the Board’s discretion, the vacancy may be refilled by reelection vote.

Article IV: Amendment Procedures and Membership

18. Amendment Procedures - These bylaws may be amended by a majority vote of responding members in good standing, who cast a ballot. Members in good standing are members of voting age (as defined in Article III, Section 3.3) and whose dues are current and who is not under disciplinary action.

19. Membership - Membership in the corporation shall not be denied because of race, religion, color, creed, sex, age, physical disability or political affiliation. To become a member of the organization, a party must fully fill out a Unit membership application, including a liability release, and be accepted into a unit of the organization and pay such dues as are required by the organization. For purposes of memberships, family members include only parents (either natural or through adoption), legal guardians or stepparents, and their minor children. Once a member of the family reaches the age of 18 years*, they must have a separate membership to participate.

20. Dues - Dues are paid by all members of the corporation annually in order to be a member in good standing of the corporation. Dues are paid yearly, expiring with the calendar year. Dues are set by the same procedures used to amend the Bylaws.

      1)       Dues are $20.00 per annum.

2)       A lifetime membership is available for a one-time payment of $200.00

3)       Dues are payable after January 1st. The deadline is the last day of February.

      4)       If a new member joins after June 30, dues are $10.00 for that year. If a new member joins after
            October 31, dues are $20.00 for the rest of that year and will be inclusive of the dues for
            the next year.

21. Minors as Members - 1)       Minors (persons under 18 years of age) are subject to all rules and regulations of the Unit. A minor recognized as an emancipated minor under the laws of the State of Oklahoma is recognized as an adult under the rules and regulations of the organization. A parent must read the Minors as Members section in the By-Laws and sign a Minor's Waiver of Liability before the minor may join the organization; in a form approved by the Commander of the organization. All minors at an event must have a parent who is a member of the organization who is attending such event, or In the event that a minor's parent will not be in attendance at an event, such parent may appoint an adult age 21 or older as temporary guardian of the minor by delivery of a written assignment (The 77th PVI  Temporary Guardianship and Medical Consent Form) of responsibility executed by the parent and delivered to such minor's Unit Commander, the Cadet Corps Commandant or the Civilian Corps Mayor. No adult may be responsible for more than two minors who are not such adult's children.

21. Minors as Members -  
        1)       Minors (persons under 18 years of age) are subject to all rules and regulations of the Unit. A
              minor recognized as an emancipated minor under the laws of the State of Oklahoma is 
              recognized as an adult under the rules and regulations of the organization. A parent must
              read the Minors as Members section in the By-Laws and sign a Minor's Waiver of Liability
              before the minor may join the organization; in a form approved by the Commander of the
              organization. All minors at an event must have a parent who is a member of the organization
              who is attending such event, or In the event that a minor's parent will not be in attendance at
              an event, such parent may appoint an adult age 21 or older as temporary guardian of the
              minor by delivery of a written assignment (The 77th PVI  Temporary Guardianship and Medical
              Consent Form) of responsibility executed by the parent and delivered to such minor's Unit
              Commander, the Cadet Corps Commandant or the Civilian Corps Mayor. No adult may be
              responsible for more than two minors who are not such adult's children.
        2)       To participate in an event, a minor must meet the following requirements:

a)       All persons under the age of 18 must have on file a Minor's Waiver of Liability

      signed by a parent or guardian. If a parent is not present, they must have a

                                       guardian with a 77th PVI Temporary Guardianship and Medical Consent
                                       Form.

b)       Except as noted herein, to participate as a combatant member a minor must

                                       meet the following requirements:
§         Be at least 14 years of age;
§         Be certified proficient in accordance with the Rules and Regulations of the 77th PVI;
§         Have on file with the unit a Minor's Waiver of Liability signed by a parent or guardian; and,
§         Veteran partner: Be assigned a 'veteran partner' by the unit in cooperation with a parent or legal guardian of the minor. The Veteran 
      partner may be the parent or guardian, but if that individual is a non-combatant, another veteran partner will be assigned. The veteran
      partner shall monitor the conduct of the minor on the battlefield and give aid and advice as necessary for the safety of the minor,
      other participants, and spectators.
§         Minor must be physically capable of handling a musket and accoutrements, and must obtain the approval of the commander or
      safety officer prior to participating as a combatant.

3)       Parents are responsible for the supervision of their minor children at all times. In the event that a parent is not present at an event, the Guardian and /or the Veteran Partner for that event is responsible for the supervision of the minor. If any issues arise about minor participation, the commander is the final authority.

22. Membership cards
Membership cards will be issued to all dues-paying members and minor membersbearing important personal and medical information.

23. Loss of membership privileges

Failure to pay dues before March 1st will result in the loss of all rank, privileges, and
standing within the 77th PVI. Members must reapply and paid full dues before being reinstated.

Article V: Standard Operating Procedures (SOP)

The Standard Operating Procedures shall be the event operational rules of governance. Creation and
modification of the SOP’s shall be at the discretion and approval of the Board of Directors.

Article VI: Civilian Corps

23. The Mayor will function as the leader of the Civilian Corps and performs the following functions:
  1. Plans and implements all Civilian Corps activities; delegates responsibilities when appropriate.
  2. Arranges an orderly town layout for civilians not authorized to be camped with the military.
  3. Enforces corps rules, personally or through his or her staff
  4. Communicates with the army commanders to maintain good relations
  5. Makes final decisions on matters pertaining to the conduct of the civilian camp in regards to behavior of all civilians, including guests, except where pre-empted by specified bylaw.
  6. Serves as spokesperson for the Civilian Corps at events
  7. Appoints staff positions

24. The Vice-Mayor performs the following functions:

  1. Carries out duties and responsibilities assigned by the mayor.
  2. Performs the functions of the Mayor in his/her absence
  3. Ensures that safety and security announcements are fully disseminated throughout the civilian town.

25. Councilors are responsible for the following duties:

  1. Work with the Corporation Secretary for fundraisers
  2. Work with the Corporation Secretary for recruiting
  3. Coordinate and oversee social activities

26. Appointed positions – The mayor will make the following appointments at his/her discretion with the advice and consent of a majority of the other elected officials of the Civilian Corps.
The Town Clerk performs the following functions:
  1. Maintains the Census of the Civilian Corps. All civilian members are registered with the Town Clerk.
  2. Maintains other necessary Civilian Corps records.
  3. Coordinates with the 77th PVI treasurer on financial matters.
  4. Ensures that paperwork for minors and liability releases are gathered and given to the 77th PVI secretary.

Town Marshal

  1. Member of the town council
  2. Coordinates instruction on authenticity
  3. Helps civilian corps members improve their impression
  4. Civilian Camp Security

Society Matron

  1. Ensures that new civilians are welcomed into the unit.
  2. Instruct new members in Civilian Corps rules and customs.
  3. Organizes teas

Article VII: Military Unit

27. The Captain will function as the leader of the military corps and performs the following functions
  1. Military Commander at all functions
  2. Appoints specified and necessary military positions, with the advice of the cadre and/or surgeon
  3. Brevets for specified positions on an event-by-event basis (from among members in good standing)
  4. Plans and implements all military unit activities; delegates responsibilities when appropriate.
  5. Arranges for orderly camp layout and communications
  6. Enforces military unit rules personally or through his staff (cadre), including Corporals
  7. Communicates with other army commanders and the Civilian Corps Mayor as needed to coordinate scenarios and to maintain good relations
  8. Makes final decision on matters pertaining to the conduct of army camp and personnel regarding the behavior of military personnel and civilians granted permission to camp with the military unit
  9. Serves as spokesperson for the military unit at all events
  10. Assigns a specific staff member the responsibility for military duty assignments (i.e. Provost Marshal, Sergeant/Corporal of the Guard, or Officer of the Day).

28. The First Lieutenant performs the following functions
  1. Acts as Chief of Staff
  2. Holds field command duties and responsibilities as assigned by the Captain
  3. Functions as the Captain in the latter’s absence

29. The First Sergeant works directly for the commander and performs the following functions
  1. Ensures that orders of the day are carried out
  2. Ensures non-commissioned officers are properly trained and carry out their duties
  3. Functions as Chief Drill Instructor
  4. Performs other duties as assigned by the Captain

30. The Second and Third Sergeant
  1. Performs all duties as assigned by the Captain, Lieutenant and/or First Sergeant
  2. Performs the duties of the First Sergeant as needed

31. Corporals
  1. Oversees assigned squad
  2. Ensures squadmembers are battle-ready
  3. Provides training to squadmembers as directed
  4. Ensures all orders are carried out
  5. Other duties as assigned

32. Appointed Positions
  1. Army Chaplain
  2. Principle Musician
  3. Lieutenant
  4. Sergeants, including Quarter Master Sergeant (also known as: ordinance and supply Sergeant)
  5. Chief Surgeon
  6. The cadre (comprised at a minimum of one-Captain, one-Sergeant and one-Corporal)

33. Discipline
Discipline (this is explained in greater detail and defined in the Standard Operating Procedures)With advice of the cadre, the Captain may vacate any appointed military position for just cause

34. Venture Crew

The 77th PVI, Inc shall sponsor a Boy Scouts of America (BSA) Venture Crew, as it is feasible andsupportable. The Venture Crew is to be regulated in accordance with these bylaws and the rules, policiesand bylaws of the Boy Scouts of America. An adult over the age of twenty-one (21) shall supervisemembers of the Venture Crew in accordance with BSA rules. Scout Leaders, as defined in BSAregulations (2-deep leadership), shall be required to attend events that the Venture Crew attends, regardlessof how many scouts attend. These leaders shall be responsible for supervision of the Venture Crew Scouts.

35. Medical Corps

The 77th PVI shall sponsor a Military Medical Corps, in cooperation with all 77th PVI, Inc. corps. Themedical corps shall be under the direct supervision of the Chief Surgeon.