March 14th, 1995
The name of the organization shall be “The 28th Pennsylvania Historical Association, Inc.” (the “Association”).
The Purpose of the Association shall be to educate the public in the life and times of the men and women who lived during that period of American History known as the Civil War – 1861-1865. To achieve this purpose it will engage in exhibitions, lectures, publications, parades, battle reenactments, shooting matches, living history presentations, research and other such activities as may be appropriate.
The Association shall be a non-profit organization with 2 equal parts – Military and Nonmilitary. Membership in either part shall be considered equal in all matters pertaining to the organization and running of the Association.
- a – Military – The military portion of the Association shall be a Sons of Veterans Reserve (SVR) Re-enactment group known as “The 28th Pennsylvania Volunteer Infantry” and as such must meet and abide by SVR regulations. Membership in this portion of the Association is open to all men 14 years of age and above who hold a current membership in the SVR. Within the regulations of the SVR, they will elect the military “Field Command”. The members of the “Field Command” shall lead the Association while at all military CIVIL WAR events but will have no authority within the Association due to their military “rank”.
3.b – Non-Military – The non-military portion of the Association is open to all men, women and children who shall portray a civilian impression at Civil War events. Note that for the purposes of organization Vivandieres and members of the “28th Regimental Band” are considered to be Nonmilitary members. Band members, at their option, may join the SVR and then be considered military members.
There will be two classes of membership,’lndividual’ and ‘Family’. For the purposes of participation at Association events two additional groups are defined here, namely ‘Minor’ and ‘Nonmember’.
4.a – Individual – Individual membership is open to all men and women who are at least 16 years of age. All Individual members shall have the right to vote in all Association matters.
4.b – Family – Family membership is composed of at least one (1) Individual member and the spouse, children, grandchildren and persons for whom the Individual Member and/or spouse have legal guardianship under the age of 16. Each Family Membership shall have one (1) vote in Association matters, that of the Individual Member. All Family members are prohibited from carrying and or discharging any firearm at any Association event.
4.c – Minor – Persons under the age of 16 not defined as a Family member. For a minor to participate with the association one parent must join the Association with a Family membership. If the parent does not participate at an event, then the minor child must have a signed permission slip and waver of responsibility.
Note that an Individual Member may sponsor a Minor for single event participation providing the minor has a completed application and signed parental permission slip.
4.d – Non-Member – Anyone 16 years of age and older who is not an Individual Member or Family member. Prospective members and guests must complete an application in order to participate in any event. A prospective member can participate in Association events for up to 4 months without paying dues. They are liable for all event fees including registration, commissary, etc.
5.a – The dues for all individual members shall be the same for both military and non-military members and shall be set by a vote of the Individual Members present at an annual meeting designated for the purpose of electing Association officers. The dues for a Family membership shall be equal to the amount set for an Individual Member plus 80% of the dues set for an Individual Member, rounded to the nearest whole dollar. The exception to this will be where 2 or more Individual Members are part of the same family. In this case there will be no additional charge for the Family membership. Upon the payment of the Dues (both current and any back due amount) the person will be considered a member in good standing for the balance of the current year.
5.b – For the purpose of the collection of dues the amount set will be for the calendar year from January 1 through December 31 and are due in the month of January for all current members and for new members as soon as they are accepted as members. All existing members as of January 1 will have until January 31 to pay their dues and remain a member in good standing. The Secretary will produce a list of all those members that have not paid their dues as of February 1 and notify everyone on this list in writing that they are not considered members in good standing and will have until March 31 to pay their dues. After March 31 anyone who has not paid their dues will be dropped as a member. .
5.c – All new members joining between January 1 and June 30 will be assessed the full amount of the annual dues. Any member joining between July I and Dec. 31 will be assessed 1/2 the annual dues.
The Association shall be led by a Board of Directors who will be elected by a ballot of the Individual members in good standing present at the Annual Meeting. All Individual members in good standing upon reaching their 21st birthday are eligible for election to the Board. The Board shall consist of the following 6 members – President, Vice-President, Secretary, Treasurer, Military Commander and Civilian Coordinator.
6.a – President- The President of the Association shall be the head of the group and as such, chair the meetings of the Association and Board of Directors and represent the Association in dealings with other groups. .
6.b – Vice-President- The Vice-President shall assist the President in the operations of the Association and shall assume the duties of the President in his absence.
6.c – Secretary- The Secretary is responsible for the correspondence of the Association, maintain the membership list and other duties as assigned by the Board of Directors.
6.d – Treasurer- The Treasurer is responsible for the financial dealings of the Association, including the collection of dues and monies due the Association and the payment of all bills, dues and registration fees for the Association. The Treasurer will maintain the Financial Records of the Association in a timely manner, producing a summary report for all meetings and a detailed annual report.
6.e – The Military Commander- The person in the position of the Commanding Officer of the 28th Pennsylvania Volunteer Infantry shall be a member of the Board and is responsible for representing the interests of the 28th to the Board. In the absence of the commanding officer the next senior officer or non-com shall represent him. The Military Commander is specifically excluded from 401ding any other position on the Board as long as he is the Military Commander.
6.f – The Civilian Coordinator- The Civilian Coordinator is responsible for coordinating the period civilian activities of the Association.
6.g – The term of office for all Board members except the Military Commander shall be one (I) year and there is no limit to the number of times they may stand for re-election. The Military Commander is a member of the Board .as long as he is the Military Commander.
6.h – No person may hold more than one (1) office on the Board of Directors. They must resign one office upon the election to another.
6.i – In the event of a vacancy on the Board occurring in the middle of a term, if it is for the President, the Vice President shall assume the position of President. If for any other position except the Military Commander, the remaining Board members shall appoint a replacement for the remainder of the unexpired term. If it is the Military Commander, the Military members shall select a replacement in accordance with SVR regulations.
REMOVAL FROM OFFICE OR TERMINATION OF MEMBERSHIP
Any member of the Board of Directors with the exception of the Military Commander may be removed from office and any member may have his or her membership terminated-by the following procedure
7.a – A written request for removal or termination must be submitted to the Secretary or in the case of the removal of the Secretary, be submitted to the President, signed by at least 10 Individual Members in good standing setting .forth the reason( s) for the request.
7.b – A special meeting of the membership shall be called to consider this request. The officer or member involved shall be given a copy of the charges along with the notification of this meeting.
7.c – The President (or Vice-President if the member involved is the President) shall preside at the meeting and all parties shall be given a full opportunity to present all relevant evidence before a vote is taken. The request for removal or termination shall be considered as a motion and upon receiving a second a vote shall be taken. The vote shall be by secret ballot and must be approved by at least 2/3 of the Individual members in good standing present. The officer or member involved shall not be eligible to vote. .’ 7.d – The Military Commander can be removed only by the Military Members in accordance with the SVR rules and regulations.
8.a – There shall be an ANNUAL MEETING of the Association held during the month of January at which time the election of the Board of Directors and a review of the Treasurers Annual Report will take place. Within fifteen (15) days of the annual meeting the Board of Directors shall announce the schedule of regular meetings for the balance of the year.
8.b – The Board of Directors may call for a ‘Special Meeting’ at any time as long as they have given twenty (20) days written notice to the Association members. This notice can be as part of a regular newsletter or by a special mailing. This notice must include the date, time, place and purpose of the special meeting.
A written request to the Board of Directors signed by at least 10 Individual Members in good standing will compel the Board to call a Special Meeting as outlined above.
8.c – The Board of Directors shall hold regular meetings of the Board at a time and place that they determine. These meetings shall be open to all members of the Association although only Board members shall have the right to vote at these meetings.
8.d – A quorum shall be needed for all meetings. For the Board of Directors it shall be a majority of the current Directors. For all Association Meetings it shall be 15% of all Individual Members in good standing or 10 Individual Members in good standing, whichever is the greater.
There will be both Permanent and Temporary Committees.
9.a – Permanent Committees – There will be two (2) Permanent Committees, namely:
- – The Audit Committee which shall consist of 3 Individual members in good standing appointed by the Board of Directors at the meeting designated for the election of officers. This committee shall be responsible to conduct an audit of the Treasurers annual report before it is submitted and report to the general membership at the annual meeting. They will serve for a period of one (1) year to conduct the audit for the year in which they were appointed. No members of the Board of Directors may serve on this Committee with the exception of the President who will serve as an ex-officio member who will vote only in the event of a tie.
- – The Election Committee which will conduct the nominations and election of the Board of Directors at the Annual Meeting. The Board of Directors shall appoint three (3) Individual Members in good standing at the Annual Meeting who will !lQ1 be a candidate for election at that meeting. After conducting the nominations and elections, and certifying the result, this committee will disband until reformed at the next election.
9.b – Temporary Committees – The Board of Directors shall have the authority to appoint Temporary Committees as needed. Any member in good standing either Individual or Family, having reached the age of 16, may serve on a Temporary Committee. These Committees shall serve for the length of time designated by the Board of Directors or until the next election of the Board of Directors whichever is shorter.
10.a – To be considered an official event for the Association it must be approved by the general membership at any Association meeting or by the Board of Directors if time constraints prevent waiting until the meeting.
10.b – No Association member may on their own commit the Association or any part of the Association to an event
10.c – Any members participating in any event that bas not been approved in advance do so on their own, are not covered by the Associations insurance and may not use the name of the Association or any of its parts in their attendance.
AMENDMENTS TO THE BYLAWS
The procedure for amending these Bylaws is as follows:
11.a. A motion must be made in writing and seconded at a Regular or Special Meeting of the Association. Debate shall be allowed but no vote shall be taken until the next Regular or Special Meeting.
11.b – A copy of the motion and notice of the next Meeting will be sent to all members in good standing by mail at least twenty (20) days prior to the next meeting.
11.c – The motion shall be voted upon at the meeting identified in 11.b above. The motion must be approved by at least 213 of the Individual Members in good standing present at this meeting.
DISSOLUTION OF THE ASSOCIATION
In the event of the dissolution of the Association, once all valid debts have been satisfied, all remaining Association assets (funds. property, etc) will become the property of the Grand Army of the Republic Civil War Museum and Library or their legal successors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS AND OTHER PERSONS
- Indemnification. The Association shall indemnify any Director or officer of the Association against expenses (including legal fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by them, to the fullest extent now or hereafter permitted by law, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened to be brought against them, including actions or suits by or in the right of the Association, by reason of the fact that they are or were a Director or officer of the Association or acted as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
The Board of Director by resolution may similarly indemnify any person other than a Director or officer of the Association to the fullest extent now or hereafter permitted by law for liabilities incurred by them in connection with services rendered by him for the request of the Association, its parent or any of its subsidiaries.
The provisions of this section shall be applicable to all actions. suits or proceedings commenced after its adoption. whether such arise out of acts or omissions which occurred prior or subsequent to such adoption and shall continue as to a person who has ceased to be a Director or officer or to render . services for or at the request of the Association and shall inure to the benefit of the heirs, executors and administrators of such a person. The rights of indemnification provided for herein shall not be deemed the exclusive rights to which any Director, officer. employee or agent of the Association may be entitled.
- Advances. The Association may pay the expenses incurred by any person entitled to be indemnified by the Association in defending a civil-or criminal action. suit or proceeding in advance of the final disposition of such action. suit or proceeding upon receipt of an undertaking, by or on behalf of such person, to repay such amount unless it shall ultimately be determined that they are entitled to be indemnified by the Association as authorized by law.
- Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent, of the Association or who is or was serving in any capacity in any other Association or organization at the request of the Association against any such capacity or arising out of their status as such, whether or not the Association would have the power to indemnify him against such liability under law.