Bylaws
Bylaws of
12th VA Infantry Companies
A, B, C, D, E, F, G, H, I, and K
Army of Northern Virginia, Inc.
Article I - Directors
Section 1. Number. There shall
be a Board of Directors consisting of five (5) persons. The individual
elected to the position of Captain in the unit will be one of the five
directors, and will assume the office of President by default.
Section 2. Meetings. An annual
meeting of the Board of Directors shall be held in December of each year
following the annual meeting of the membership at such time and place
as may be provided in the notice of the meeting. If there is no meeting
specifically convened, the annual membership meeting in January will be
considered the annual Board of Director's Meeting. Regular meetings of
the Board of Directors may be held without notice at such time and place
as the Board of Directors may by resolution designate. Special meetings
may be called at any time by the President or by any three (3) directors.
Notice of special meetings of the Board of Directors shall be given to
each director by mail or by written communication delivered at least ten
(10) days before the meeting (or such greater notice period which is otherwise
required by law), not counting the day on which the notice is mailed or
delivered but counting the day of the meeting, which notice shall specify
the time and place of the meeting. Any or all of the directors may participate
in any meeting by either attending the meeting in person or attending
through electronic means that allows the participant to hear and to speak
to all other participants. Any meeting or participant in any meeting may
be located within or without the Commonwealth of Virginia.
Section 3. Election Term. Directors
shall be elected by a majority vote of the members present at the annual
meeting of the members and may be elected at such other time or times
as the members shall determine. They shall hold office, unless removed,
until their successors are elected. Any director may resign at any time
upon written notice to the Board of Directors, and such resignation is
effective when notice is delivered unless the notice specifies a later
effective date.
Section 4. Removal of Directors.
The members may remove any director at any time, with or without cause.
Section 5. Quorum. A majority,
three (3), of the number of directors fixed in these Bylaws shall constitute
a quorum for the transaction of business at a meeting of the Board of
Directors. An act of a majority of the directors present at a meeting
at which quorum is present shall be the act of the Board of Directors.
Less than a quorum of directors may adjourn any meeting, from time to
time, to such place and time as such directors may determine, and no notice
of any such adjournment need be given to the other directors.
Article II - Members
Section 1. Meetings. Regular
meetings of the members of the 12th VA shall be held monthly at such time
and place, within or without the Commonwealth of Virginia, as may be provided
in the notice of such meetings. The regular meeting of the members held
in December of each year shall constitute the annual meeting of the membership.
Special meetings may be called at any time by the Captain / President,
by any three (3) directors, or by any ten (10) members. Notice of special
meetings of members shall be given to each member by mail or by written
communication delivered at least ten (10) days before the meeting (or
such greater notice period which is otherwise required by law), not counting
the day on which the notice is mailed or delivered but counting the day
of the meeting, which notice shall specify the time and place of the meeting.
This notification requirement may be waived if at least ten (10) members
are present and agree unanimously, for example, a special meeting called
at an event. Any or all of the representatives of members may participate
in any meeting by either attending in person, by proxy or attending through
electronic means that allows the participant to hear and to speak to all
other participants. Any meeting or participant in any meeting may be located
within or without the Commonwealth of Virginia.
Section 2. Election. Members
may elect new members in accordance with those qualifications deemed necessary
and appropriate by the existing members to carry out the charitable and
educational purposes of the 12th VA. Each candidate for membership shall
apply for membership on an application form specified by the Board of
Directors. Acceptance to membership shall require a majority vote of those
members represented at any regular or special meeting of the membership
at which there is a quorum.
Section 3. Voting. Members
shall have the right to vote on changes and amendments to the Bylaws and
Articles of Incorporation, the election or removal of directors, the election
to or termination of membership, the election of all commissioned and
noncommissioned officers, the termination or liquidation of the 12th VA,
or as otherwise provided for in these Bylaws. The election of commissioned
and noncommissioned officers will be by military qualified members.
Section 4. Quorum. The majority of the number
of members represented in person or by proxy, shall constitute a quorum
for the transaction of business at any regular or special meeting of the
membership. An act by a majority of the members represented at any regular
or special meeting at which there is a quorum shall be the act of the
membership unless a greater percentage is otherwise required for such
action by law or these Bylaws and in elections of commissioned and noncommissioned
officers, and adjutant, those receiving the greatest number of votes shall
be deemed elected even though not receiving a majority.
Section 5. Removal from Membership.
Any member may resign his / her membership from the 12th VA at any time.
Any member's membership in the 12th VA may be terminated, with or without
cause, by a vote of three-fourths of the membership represented at any
regular or special meeting of the membership at which there is a quorum.
Article III - Corporate Officers
Section 1. Corporate Officers. The corporate
officers of the 12th VA shall be a President, Adjutant, and one or more
Vice-Presidents and other corporate officers and assistant corporate officers
as may be deemed necessary or advisable to carry on the business of the
12th VA. Any two (2) or more offices may be held by the same person.
Section 2. Election Term. Corporate
Officers shall be elected at the annual meeting of the Board of Directors
and may be elected at such other time or times as the Board of Directors
shall determine. They shall hold office, unless removed, until their successors
are elected. Lacking an annual Board of Director's meeting or election
of Corporate officers, the President's office will be filled by the individual
elected to the position of Captain of the unit, the Adjutant's office
will be filled by the individual elected to the position of Adjutant of
the unit, and the other offices will be filled by those elected as NCO's
in order of rank. Any corporate office may resign at any time upon written
notice to the Board of Directors, and such resignation is effective when
notice is delivered unless the notice specifies a later effective date.
Section 3. Removal of Corporate Officers.
The Board of Directors may remove any corporate officer or assistant corporate
officer at any time, with or without cause.
Section 4. Duties of Corporate Officers.
The President shall be the Chief Executive officer of the 12th VA. He
and the other corporate officers shall have such powers and duties as
generally pertain to their respective offices as well as such powers and
duties as may be delegated to them from time to time by the Board of Directors.
The Chief Executive officer, if he is present, shall be chairman of all
meetings of the Board of Directors, as well as any committee of which
he is a member, unless the Board of Directors provides otherwise, and
the adjutant shall have the responsibility for preparing (or having prepared)
and maintaining custody of minutes of the directors' meetings and authenticating
records of the 12th VA.
Article IV - Membership Dues
Section 1. Membership Dues and Special Assessments.
The annual membership dues for the 12th VA will be $25.00 per year, per
member. Special assessments of the members may be made from time to time
if approved by three-fourths of the members represented at any regular
or special meeting of the membership at which there is a quorum.
Section 2. Payment of Membership Dues and
Special Assessments. Annual membership dues will be due and payable
on the date of the 12th VA annual membership meeting of each year. Special
assessments shall be due at such time or times as may be set by three-fourths
vote of the members represented at any regular or special meeting at which
there is a quorum. There will be a grace period until the next regular
meeting of the membership after the payment date of any annual dues or
special assessments during which time such member's membership rights
in the 12th VA shall be suspended until such dues or assessments are paid
in full. This grace period may be extended by a majority vote of members
present at any regular or special meeting at which there is a quorum.
If such dues or assessments are not paid by the end of such grace period,
the member's membership in the 12th VA shall automatically terminate without
further action by the membership of the 12th VA.
Section 3. Use of Membership Dues and Special
Assessments. All membership dues special assessments and other funds
collected by the 12th VA shall be used for reenactment registration fees,
tents, equipment, newsletter, and any other matter or business which is
necessary to carry out the 12th VA's charitable and educational purposes.
Any capital expenditures or charitable donations by the 12th VA in any
amount exceeding $50.00 in the aggregate must be approved by a majority
vote of the members represented at any regular or special meeting at which
there is a quorum.
Section 4. Reimbursement of Registration
Fees. Any member registering for an event who fails to attend such
event shall reimburse the 12th VA for the registration fee for that event
and such amount shall be treated as a special assessment against such
member and shall be payable at the next membership meeting. Membership
dues are due for the succeeding year unless otherwise waived by the membership.
Section 5. Disciplinary Action. Appropriate
disciplinary action can be taken against any member for conduct unbecoming
a gentleman / lady representing the 12th VA as may be determined by the
commissioned and noncommissioned officers present. In no event, however,
can a member's membership be terminated except by three-fourths vote of
the membership or as otherwise provided for in these Bylaws.
Section 6. Age Limits. Unless a higher
age limit is set at the event in which the 12th VA is participating, the
minimum age for carrying a rifle in the ranks shall be sixteen (16) provided
such individual is of a mature nature and meets specifications set forth
by the Captain or First Sergeant. Additionally, a permission slip signed
by the individual's parent(s) or legal guardian(s), in a form approved
by the Board of Directors, is obtained for anyone under the age of eighteen
(18) and a medical emergency form, in the form approved by the Board of
Directors, is filled out by such individual's parent(s) or legal guardian(s)
unless parent or guardian is a member and is present at said event. Children
under age eighteen (18), when parent(s) or legal guardian(s) are not present,
must have a named sponsor who will assume responsibility for that child.
Article V - Authenticity
Any articles used, functions performed, or persons portrayed
by any member of the 12th VA in representing the 12th VA at any historical
event, or any other unit which the 12th VA may be portraying at such event,
must conform to the period in American history from 1861 to 1865. Uniform
rules and regulations of the 12th VA must be met.
Article VI - Rank Structure
Section 1. Commissioned and Noncommissioned
Officers. The commissioned and noncommissioned officers of the 12th
VA company shall be elected as required, maintaining a captain, first
sergeant, second sergeant, first corporal, and second corporal. The captain
is elected for a period of two (2) years and all others for a period of
one (1) year.
Section 2. Companies. At the time the
number of members of the 12th VA reaches 40, a second company may be established
provided such company constitutes an infantry company which existed in
the 12th Virginia Infantry of the Army of Northern Virginia.
Section 3. Chaplain. There will be a
Chaplain within the unit at all times, appointed by the Captain.
Section 4. Adjutant. There shall be
an adjutant within the unit at all times, regardless of rank, who shall
be elected by the membership. The adjutant's duties shall include the
gathering of information concerning upcoming historical events, providing
such information to the membership, registering the membership for attendance
at such events, and serving as the 12th VA treasurer.
Section 5. Vacancies and Removal. Vacancies
in the commissioned and noncommissioned officer rank structure may be
filled by vote of the members represented at any regular or special membership
meeting at which there is a quorum. Any commissioned or noncommissioned
officer may be removed, with or without cause, by a majority vote of the
members represented at any regular or special meeting of the membership
at which there is a quorum.
Section 6. Civilian Coordinator. There
will be a Civilian Coordinator within the unit at all times. This position
will be elected by the general membership for a term of one year at the
annual election. The Civilian Coordinator's duties will include establishing
and enforcing authenticity guidelines for the civilian members, and providing
guidance for members in this arena. He or she will also coordinate communications,
as needed, to ensure events, activities, and programs of interest are
well known to the civilians of the 12th VA. The civilian coordinator will
also be the contact person for any organized civilian activities at events,
providing advice, guidance, and leadership as required.
Article VII - Amendments
These bylaws may be repealed, changed or amended and
new Bylaws may be made by majority vote of membership represented at any
regular or special meeting at which there is a quorum. Notification shall
be made at a regular meeting or by special mailing and voted on at the
succeeding meeting.
Article VIII - Fiscal Year
The fiscal year of the 12th VA shall be determined in
the discretion of the Board of Directors, but in the absence of any such
determination, it shall be the calendar year.
Article IX - General
Section 1. Rights and Privileges. These
Bylaws shall not deprive the 12th VA, the Board of Directors or any director
of any rights or privileges conferred by the statutes of Virginia provided
such rights and privileges are in furtherance of the purposes of the 12th
VA.
Section 2. Interpretation. On all questions
arising as to the interpretation of these Bylaws or any 12th VA rule or
regulation adopted by the Board of Directors or members, the decision
of the members shall be final as to its interpretations.
Section 3. Honorary Membership. By a
majority vote of the members represented at any regular or special meeting
at which there is a quorum, any individual can be elected to honorary
membership in the 12th VA. No such honorary member shall have any rights
of membership in the 12th VA under these Bylaws or be liable for any membership
dues or special assessments payable to the 12th VA. Individuals designated
as honorary members are responsible for the full sum of event registration
fees that they choose to attend.
Section 4. Associate Membership. An
individual desiring to become a member of the 12th VA, but who holds current
membership in another Civil War unit, can become a member of the 12th
Virginia Infantry, but cannot hold office or vote at any regular or special
meeting. Associate members are responsible for the full sum of event registration
fees that they choose to attend. Associate members who sign up with the
12th VA for an event are expected to participate with the unit at that
event.
Section 5. Dual Membership. Individuals
who already hold membership with a reenacting or living history organization
and who desires to become a member of the 12th VA, may become a member
with full voting privileges for officers and company events and policies.
The individual may hold office only when the 12th VA is designated as
the primary unit and office is not being held in the secondary unit. Dual
membership dues will be the same amount assessed full members. Dual-membership
members who sign up with the 12th VA for an event are expected to participate
with the unit at that event.
Article X - Rules and Regulations
Rules and Regulations not pertaining to the Bylaws can
be changed at regular meetings by a majority of members present.
Bylaws Adopted December 9, 1986 Robert
W. Mahone
Reviewed & Revised: January 12, 2002
Approved: 2/14/02
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